Common use of True and Complete Disclosure Clause in Contracts

True and Complete Disclosure. (a) The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the negotiation, preparation or delivery of this Agreement or included herein or delivered pursuant hereto, as of the date of delivery thereof and when taken as a whole, do not contain any untrue statement of a material fact or, when considered together with all reports theretofore filed with the SEC, 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; provided, however, that, with respect to projected financial information, forecasts and other forward-looking information, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates developed by management of the Borrower in good faith and believed to be reasonable at the time (it being understood that such information is not a guarantee of future performance and that actual results during the period or periods covered by such 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 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 achieved 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) The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the negotiation, preparation or delivery of this Agreement or included herein or delivered pursuant hereto, as of the date of delivery thereof and when taken as a whole, do not contain any untrue statement of a material fact or, when considered together with all reports theretofore filed with the SEC, 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; provided, however, that, with respect to projected financial information, forecasts and other forward-looking information, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates developed by management of the Borrower in good faith and believed to be reasonable at the time (it being understood that such information is not a guarantee of future performance and that actual results during the period or periods covered by such 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 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 achieved 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. All factual information (ataken as a whole) The information, reports, financial statements, exhibits and schedules heretofore or contemporaneously furnished in writing by or on behalf of the Borrower Borrowers and the other Loan Parties in writing to the Administrative Agent or any Lender (including, without limitation, all information contained in the M-T Acquisition Documents, the Safeline Acquisition Documents, the Basic Documents and the Confidential Memorandum) for purposes of or in connection with the negotiation, preparation or delivery of this Agreement or included any transaction contemplated herein is (or delivered pursuant heretowas, as of on the date of delivery thereof making the Initial Loans), and when 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, do true and accurate in all material respects on the date as of which such information is dated or certified and not contain any untrue statement of a material fact or, when considered together with all reports theretofore filed with the SEC, omit incomplete by omitting to state any material fact necessary to make the statements herein or thereinsuch information, taken as a whole, not misleading at such time in light of the circumstances under which they were made, not misleading; provided, however, that, with respect to projected financial information, forecasts and other forward-looking information, the Borrower represents only that such information was prepared provided. The projections and pro forma financial information contained in or to be contained in such materials (including the pro forma balance sheet furnished pursuant to Section 5.1(l), the projections included in the Confidential Memorandum, and the budgets to be furnished pursuant to Section 7.1(c)) are based on good faith based upon estimates and assumptions and estimates developed believed by management of the Borrower in good faith and believed Borrowers to be reasonable at the time (made, it being understood recognized by the Lenders that such information is projections as to future events are not a guarantee of future performance and to be viewed as facts, that actual results during the period or periods covered by any such information projections may differ materially differ from the projected results therein)and that the Borrowers make no representation or warranty that such projections, pro forma results or budgets will be realized. All written information furnished after There is no fact known to either Borrower which materially and adversely affects the date hereof by the business, operations, property, assets, nature of assets, liabilities, condition (financial or otherwise) or prospects of US Borrower and its Subsidiaries the Subsidiaries, taken as a whole, which has not been disclosed herein or in such other documents, certificates and written statements furnished to the Administrative Agent and the Lenders for use 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 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 achieved 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 informationhereby.

True and Complete Disclosure. All factual information (ataken as a whole) The informationheretofore or contemporaneously furnished for purposes of or in connection with this Agreement or any transaction contemplated herein by or, reportsto Borrower's knowledge, financial statements, exhibits and schedules furnished in writing by or on behalf of Borrower or any Subsidiary in writing to (i) the Borrower Administrative Agent or any Bank or (ii) any Person providing information to the Administrative Agent or any Lender in connection with the negotiationBank on behalf of Borrower or any Subsidiary is, preparation or delivery of this Agreement or included herein or delivered pursuant hereto, as of the date of delivery thereof and when all other such factual information (taken as a whole, do not contain any untrue statement of a material fact ) hereafter furnished by or, when considered together with 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 reports theretofore filed with material respects on the SEC, omit date as of which such information is dated or certified and not incomplete by omitting to state any material fact necessary to make the statements herein or therein, such information (taken as a whole) not misleading at such time in light of the circumstances under which they were made, not misleading; provided, however, that, with respect to projected financial information, forecasts and other forward-looking information, the Borrower represents only that such information was prepared provided. The projections contained in such materials are based on supporting estimates and assumptions believed by such Persons in good faith based upon assumptions and estimates developed by management of the Borrower in good faith and believed to be reasonable at the time (made as to the future financial performance of Borrower and the Subsidiaries for the period covered, it being understood recognized by the Administrative Agent and the Banks that such information is projections as to future events are not a guarantee of future performance to be viewed as facts and that actual results during the period or periods covered by any such information projections may materially differ from the projected results therein)results. All written information 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 statements furnished after the date hereof by the Borrower and its Subsidiaries to the Administrative Agent and the Lenders Banks for use 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 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 achieved 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 informationhereby.

True and Complete Disclosure. (a) The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower any North American Group Member to the Administrative Agent Initial Noteholder or any Lender its agents or representatives in connection with the negotiation, preparation or delivery of this Agreement and the other Secured Note Documents or included herein or therein or delivered pursuant heretohereto or thereto, as of the date of delivery thereof and when taken as a whole, do not contain any untrue statement of a material fact or, when considered together with all reports theretofore filed with the SEC, or 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; provided, however, that, with respect to projected financial information, forecasts and other forward-looking information, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates developed by management of the Borrower in good faith and believed to be reasonable at the time (it being understood that in the case of projections, such projections are based on reasonable estimates, on the date as of which such information is not a guarantee of future performance and that actual results during the period stated or periods covered by such information may materially differ from the projected results therein)certified. All written information furnished after the date hereof by the Borrower and its Subsidiaries or on behalf of any North American Group Member to the Administrative Agent and the Lenders Initial Noteholder in connection with this Agreement and the other Secured Note Documents and the transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of forward-looking statementsprojections) based upon assumptions and estimates developed by management of the Borrower in good faith and believed to be on reasonable at the timeestimates, on the date as of which such information is stated or certified; provided . There is no fact known to a Responsible Officer of any North American Group Member that, after due inquiry, could reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, in the case of projected other Secured Note Documents or in a report, financial informationstatement, forecasts and exhibit, schedule, disclosure letter or other forward-looking information, no assurance is given that any results forecasted writing furnished to the Initial Noteholder for use in any such projections connection with the transactions contemplated hereby or forward-looking information will actually be achieved 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 informationthereby.

True and Complete Disclosure. (a) The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower any Covered Group Member to the Administrative Agent Initial Noteholder or any Lender its agents or representatives in connection with the negotiation, preparation or delivery of this Agreement and the other Secured Note Documents or included herein or therein or delivered pursuant heretohereto or thereto, as of the date of delivery thereof and when taken as a whole, do not contain any untrue statement of a material fact or, when considered together with all reports theretofore filed with the SEC, or 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; provided, however, that, with respect to projected financial information, forecasts and other forward-looking information, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates developed by management of the Borrower in good faith and believed to be reasonable at the time (it being understood that in the case of projections, such projections are based on reasonable estimates, on the date as of which such information is not a guarantee of future performance and that actual results during the period stated or periods covered by such information may materially differ from the projected results therein)certified. All written information furnished after the date hereof Original Effective Date by the Borrower and its Subsidiaries or on behalf of any Covered Group Member to the Administrative Agent and the Lenders Initial Noteholder in connection with this Agreement and the other Secured Note Documents and the transactions contemplated hereby and thereby, when taken as a whole, is and will be (as applicable) true, complete and accurate in every material respect, or (in the case of forward-looking statementsprojections) based upon assumptions and estimates developed by management of the Borrower in good faith and believed to be on reasonable at the timeestimates, on the date as of which such information is stated or certified; provided . There is no fact known to a Responsible Officer of any Covered Group Member that, after due inquiry, could reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, in the case of projected other Secured Note Documents or in a report, financial informationstatement, forecasts and exhibit, schedule, disclosure letter or other forward-looking information, no assurance is given that any results forecasted writing furnished to the Initial Noteholder for use in any such projections connection with the transactions contemplated hereby or forward-looking information will actually be achieved 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 informationthereby.

True and Complete Disclosure. The information (a) The informationother than projections), reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower Obligors to the Administrative Agent or any Lender in connection with the negotiation, preparation or delivery of this Agreement and the other Basic Documents or included herein or therein or delivered pursuant heretohereto or thereto, as of the date of delivery thereof and when taken as a whole, whole do not contain any untrue statement of a material fact or, when considered together with all reports theretofore filed with the SEC, or 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; provided, however, that, . All projections furnished by or on behalf of the Obligors in writing to the Agent or any Lender for purposes of or in connection with respect to projected financial information, forecasts and other forward-looking information, this Agreement or the Borrower represents only that such information was transactions contemplated hereby were prepared by the Company in good faith based upon on assumptions and estimates developed by management of the Borrower in good faith and believed determined to be reasonable at by the time (it being understood that such information is not a guarantee of future performance Company under the then existing facts and that actual results during the period or periods covered by such information may materially differ from the projected results therein)circumstances. All written information furnished after the date hereof by the Borrower and its Subsidiaries any Obligor to the Administrative Agent and the Lenders in connection with this Agreement and the other Basic Documents and the transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of forward-looking statementsprojections) based upon assumptions and estimates developed by management of the Borrower in good faith and believed to be on reasonable at the timeassumptions, on the date date, and under the facts and circumstances, as of which such information is stated or certified; provided that. There is no fact actually known to any Obligor that could have a Material Adverse Effect that has not been disclosed herein, in the case of projected other Basic Documents or in a report, financial informationstatement, forecasts and exhibit, schedule, disclosure letter or other forward-looking information, no assurance is given that any results forecasted writing furnished to the Lenders for use in any such projections connection with the transactions contemplated hereby or forward-looking information will actually be achieved 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 informationthereby.

True and Complete Disclosure. All factual information (ataken as a whole) The information, reports, financial statements, exhibits and schedules heretofore or contemporaneously furnished in writing by or on behalf of the Borrower Borrowers and the other Loan Parties in writing to the Administrative Agent or any Lender (including, without limitation, all information contained in the M-T Acquisition Documents, the Basic Documents and the Confidential Memorandum) for purposes of or in connection with the negotiation, preparation or delivery of this Agreement or included any transaction contemplated herein is (or delivered pursuant heretowas, as of on the date of delivery thereof making the Initial Loans), and when 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, do true and accurate in all material respects on the date as of which such information is dated or certified and not contain any untrue statement of a material fact or, when considered together with all reports theretofore filed with the SEC, omit incomplete by omitting to state any material fact necessary to make the statements herein or thereinsuch information, taken as a whole, not misleading at such time in light of the circumstances under which they were made, not misleading; provided, however, that, with respect to projected financial information, forecasts and other forward-looking information, the Borrower represents only that such information was prepared provided. The projections and pro forma financial information contained in or to be contained in such materials (including the pro forma balance sheet furnished pursuant to Section 5.1(l), the projections included in the Confidential Memorandum, and the budgets to be furnished pursuant to Section 7.1(d)) are based on good faith based upon estimates and assumptions and estimates developed believed by management of the Borrower in good faith and believed Borrowers to be reasonable at the time (made, it being understood recognized by the Lenders that such information is projections as to future events are not a guarantee of future performance and to be viewed as facts, that actual results during the period or periods covered by any such information projections may differ materially differ from the projected results therein)and that the Borrowers make no representation or warranty that such projections, pro forma results or budgets will be realized. All written information furnished after There is no fact known to either Borrower which materially and adversely affects the date hereof by the business, operations, property, assets, nature of assets, liabilities, condition (financial or otherwise) or prospects of US Borrower and its Subsidiaries the Subsidiaries, taken as a whole, which has not been disclosed herein or in such other documents, certificates and written statements furnished to the Administrative Agent and the Lenders for use 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 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 achieved 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 informationhereby.

True and Complete Disclosure. (a) The informationwritten factual information or written factual data (taken as a whole 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 the Borrower, reports, financial statements, exhibits and schedules furnished any of its Subsidiaries or any of their respective authorized representatives in writing by or on behalf of the Borrower to the Administrative any Agent or any Lender on or before the Closing Date (including all such information contained in the Public Lender Presentation (and all information incorporated by reference therein) and in the Credit Documents) for purposes of, or in connection with the negotiationwith, preparation or delivery of this Agreement or included herein or delivered pursuant hereto, as of the date of delivery thereof and when taken as a whole, do any transaction contemplated hereby does not contain any untrue statement of a material fact or, when considered together with all reports theretofore filed with the SEC, and does not omit to state any material fact necessary to make such information and data (taken as a whole and giving effect to all public filings with the statements herein or therein, 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 they were madesuch information or data was furnished; it being understood and agreed that for purposes of this Section 8.8(a), such factual information and data shall not misleading; provided, however, that, with respect to projected include projections (including financial informationestimates, forecasts and other forward-looking information), pro forma financial information or information of a general economic or industry specific nature. (b) The projections contained in the Borrower represents only that such information was and data referred to in Section 8.8(a) were prepared in good faith based upon assumptions and estimates developed believed by management of the Borrower in good faith and believed to be reasonable at the time (made; it being understood recognized by the Agents and the Lenders that such information is projections are as to future events and are not a guarantee to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of future performance which are beyond the control of the Borrower and 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 information projections may materially differ from the projected results therein)and such differences may be material. 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 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 achieved 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.8.9

True and Complete Disclosure. The information (a) The informationother than projections), reports, financial statements, exhibits exhibits, disclosure letters and schedules furnished in writing by or on behalf of the Borrower to the Administrative Agent Agent, an Issuing Bank or any Lender Bank 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, as hereto or thereto and prepared by or on behalf of the date Obligors (or, when prepared by any other Person, to the knowledge of delivery thereof and the Borrower) when taken as a whole, whole do not contain any untrue statement of a material fact or, when considered together with all reports theretofore filed with the SEC, or 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; provided, however, that, with respect to projected financial information, forecasts and other forward-looking information, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates developed by management of the Borrower in good faith and believed to be reasonable at the time (it being understood that such information is not a guarantee of future performance and that actual results during the period or periods covered by such information may materially differ from the projected results therein). All written information (other than projections) furnished after the date hereof of this Agreement by the Borrower and its Subsidiaries Obligors to the Administrative Agent and Agent, the Lenders Issuing Bank or the Banks in connection with this Agreement and the other Loan Documents and the transactions contemplated hereby will be and thereby when prepared by or on behalf of the Obligors shall be, (or, when prepared by any other person to the knowledge of the Borrower shall 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, respect on the date as of which such information is stated or certified; provided thatand all projections delivered to the Administrative Agent and the Banks were based on assumptions believed in good faith to be reasonable at the time such projections were made (it being understood that no assurance can be given that any such assumption will be realized). As of the date hereof, there is no fact known to any Obligor that could reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, in the case of projected other Loan Documents or in a report, financial informationstatement, forecasts and exhibit, schedule, disclosure letter or other forward-looking information, no assurance is given that any results forecasted writing furnished to the Banks for use in any such projections connection with the transactions contemplated hereby or forward-looking information will actually be achieved 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 informationthereby.

True and Complete Disclosure. The information (a) The informationother than projections), reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower Obligors to the Administrative Agent or any Lender in connection with the negotiation, preparation or delivery of this Agreement the Basic Documents or included herein or therein or delivered pursuant heretohereto or thereto, as of the date of delivery thereof and when taken as a whole, whole do not contain any untrue statement of a material fact or, when considered together with all reports theretofore filed with the SEC, or 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; provided, however, that, . All projections furnished by or on behalf of the Obligors in writing to the Agent or any Lender for purposes of or in connection with respect to projected financial information, forecasts and other forward-looking information, this Agreement or the Borrower represents only that such information was transactions contemplated hereby were prepared by the Company in good faith based upon on assumptions and estimates developed by management of the Borrower in good faith and believed determined to be reasonable at by the time (it being understood that such information is not a guarantee of future performance Company under the then existing facts and that actual results during the period or periods covered by such information may materially differ from the projected results therein)circumstances. All written information furnished after the date hereof by the Borrower and its Subsidiaries any Obligor to the Administrative Agent and the Lenders in connection with this Agreement the Basic Documents and the transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of forward-looking statementsprojections) based upon assumptions and estimates developed by management of the Borrower in good faith and believed to be on reasonable at the timeassumptions, on the date date, and under the facts and circumstances, as of which such information is stated or certified; provided that. There is no fact actually known to any Obligor that could have a Material Adverse Effect that has not been disclosed herein, in the case of projected other Basic Documents or in a report, financial informationstatement, forecasts and exhibit, schedule, disclosure letter or other forward-looking information, no assurance is given that any results forecasted writing furnished to the Lenders for use in any such projections connection with the transactions contemplated hereby or forward-looking information will actually be achieved 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 informationthereby.

True and Complete Disclosure. (a) The informationAll factual information (taken as a whole), reportsincluding the Business Plan, financial statements, exhibits and schedules furnished in writing by or on behalf of any member of the Borrower Group in writing to or for the benefit of any particular Lender (referred to herein as a "Relevant Lender," which term includes Administrative Agent or any Lender Agent) was true and accurate in connection with all material respects (i) in the negotiation, preparation or delivery case of this Agreement or included herein or delivered pursuant heretothe Business Plan, as of the date Closing Date, and (ii) with respect to all other factual information (including updates of delivery thereof the Business Plan), on the dates as of which such information was furnished, and when taken as a whole, do was not contain any untrue statement of a material fact or, when considered together with all reports theretofore filed with the SEC, omit incomplete by omitting to state any material fact necessary to make the statements herein or therein, such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which they were made, not misleadingsuch 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 projected financial informationprojections, forecasts and estimates or other forward-looking information, the Borrower represents only expressions of view as to future circumstances shall be that such information was projections, estimates or other expressions of view as to future circumstances (i) were prepared in good faith based upon assumptions and estimates developed by management of faith, (ii) fairly present in all material respects the Borrower in good faith and believed Group's expectations as to be reasonable at the time matters covered thereby as of their respective date(s) of delivery (it being understood that such information is not a guarantee assumptions utilized therein were believed by the Borrower Group in good faith to be reasonable in light of future performance and conditions existing at the time of preparation thereof, but that actual results during the period or periods covered by such information may materially 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. All written information furnished after There are no statements, assumptions or conclusions in the Business Plan, as of 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 trueof delivery thereof, complete and accurate in every material respect, or (in the case of forward-looking statements) which are based upon assumptions and estimates developed by management or include information known as of such delivery date to any member of the Borrower in good faith and believed Group to be reasonable at misleading or which fail to take into account material information regarding the timematters reported therein. As of the Closing Date there are in existence no documents, on agreements or other information which have not been disclosed to the date as of Relevant Lender in writing which such information is stated or certified; provided that, are material in the case context of projected financial information, forecasts and other forward-looking information, no assurance is given that the Loan Documents or which have the effect of varying any results forecasted in any such projections or forward-looking information will actually be achieved or that actual results during of the period or periods covered by such information will not differ materially from the results set forth in such projections or forward-looking informationLoan Documents.

True and Complete Disclosure. The information (a) The informationother than projections), reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower Obligors to the Administrative Agent or any Lender Funding Party in connection with the negotiation, preparation or delivery of this Master Agreement and the other Operative Documents or included herein or therein or delivered pursuant heretohereto or thereto, as of the date of delivery thereof and when taken as a whole, whole do not contain any untrue statement of a material fact or, when considered together with all reports theretofore filed with the SEC, or 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; provided, however, that, . All projections furnished by or on behalf of the Obligors in writing to the Administrative Agent or any Funding Party for purposes of or in connection with respect to projected financial information, forecasts and other forward-looking information, this Agreement or the Borrower represents only that such information was transactions contemplated hereby were prepared by the Company in good faith based upon on assumptions and estimates developed by management of the Borrower in good faith and believed determined to be reasonable at by the time (it being understood that such information is not a guarantee of future performance Company under the then existing facts and that actual results during the period or periods covered by such information may materially differ from the projected results therein)circumstances. All written information furnished after the date hereof by the Borrower and its Subsidiaries any Obligor to the Administrative Agent and the Lenders Operative Parties in connection with this Master Agreement and the other Operative Documents and the transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of forward-looking statementsprojections) based upon assumptions and estimates developed by management of the Borrower in good faith and believed to be on reasonable at the timeassumptions, on the date date, and under the facts and circumstances, as of which such information is stated or certified; provided that. There is no fact actually known to any Obligor that could have a Material Adverse Effect that has not been disclosed herein, in the case of projected other Operative Documents or in a report, financial informationstatement, forecasts and exhibit, schedule, disclosure letter or other forward-looking information, no assurance is given that any results forecasted writing furnished to the B Lenders for use in any such projections connection with the transactions contemplated hereby or forward-looking information will actually be achieved 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 informationthereby.

True and Complete Disclosure. All factual information (ataken as a whole) The information, reports, financial statements, exhibits and schedules heretofore or contemporaneously furnished in writing by or on behalf of the Borrower Credit Parties in writing to any Bank (including, without limitation, all information contained in the Administrative Agent Documents and the Offering Memorandum) for purposes of or any Lender in connection with the negotiation, preparation or delivery of this Agreement or included any transaction contemplated herein is (or delivered pursuant heretowas, as of on the date of delivery thereof Closing Date), and when 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, do true and accurate in all material respects on the date as of which such information is dated or certified and does not contain any untrue statement of a material factor omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and 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 material fact or, when considered together with all reports theretofore filed with the SEC, or omit to state any a material fact necessary in order to make the statements herein or therein, in light of the circumstances under which they were made, not misleading; provided, however, that, with respect to projected . The projections and pro forma financial information, forecasts and other forward-looking information, the Borrower represents only that information contained in such information was prepared in materials are based on good faith based upon estimates and assumptions and estimates developed believed by management of the Borrower in good faith and believed such Persons to be reasonable at the time (made, it being understood recognized by the Banks that such information is projections as to future events are not a guarantee of future performance to be viewed as facts and that actual results during the period or periods covered by any such information projections may materially differ from the projected results therein)results. All 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 written information statements furnished after the date hereof by the Borrower and its Subsidiaries to the Administrative Agent and the Lenders Banks for use 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 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 achieved 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 informationhereby.

True and Complete Disclosure. The information (a) The informationother than projections), reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower Obligors to the Administrative Agent or any Lender in connection with the negotiation, preparation or delivery of this Agreement and the other Basic Documents or included herein or therein or delivered pursuant heretohereto or thereto, as of the date of delivery thereof and when taken as a whole, whole do not contain any untrue statement of a material fact or, when considered together with all reports theretofore filed with the SEC, or 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; provided, however, that, . All projections furnished by or on behalf of the Obligors in writing to the Administrative Agent or any Lender for purposes of or in connection with respect to projected financial information, forecasts and other forward-looking information, this Agreement or the Borrower represents only that such information was transactions contemplated hereby were prepared by the Company in good faith based upon on assumptions and estimates developed by management of the Borrower in good faith and believed determined to be reasonable at by the time (it being understood that such information is not a guarantee of future performance Company under the then existing facts and that actual results during the period or periods covered by such information may materially differ from the projected results therein)circumstances. All written information furnished after the date hereof by the Borrower and its Subsidiaries any Obligor to the Administrative Agent and the Lenders in connection with this Agreement and the other Basic Documents and the transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of forward-looking statementsprojections) based upon assumptions and estimates developed by management of the Borrower in good faith and believed to be on reasonable at the timeassumptions, on the date date, and under the facts and circumstances, as of which such information is stated or certified; provided that. There is no fact actually known to any Obligor that could have a Material Adverse Effect that has not been disclosed herein, in the case of projected other Basic Documents or in a report, financial informationstatement, forecasts and exhibit, schedule, disclosure letter or other forward-looking information, no assurance is given that any results forecasted writing furnished to the Lenders for use in any such projections connection with the transactions contemplated hereby or forward-looking information will actually be achieved 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 informationthereby.

True and Complete Disclosure. (a) The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower each Seller to the Administrative Agent or any Lender Buyer in connection with the negotiation, preparation or delivery of this Repurchase Agreement and the other Facility Documents or included herein or therein or delivered pursuant heretohereto or thereto, as of the date of delivery thereof and when taken as a whole, do not contain any untrue statement of a material fact or, when considered together with all reports theretofore filed with the SECto a Seller’s knowledge, 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; provided, however, that, with respect to projected financial information, forecasts and other forward-looking information, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates developed by management of the Borrower in good faith and believed to be reasonable at the time (it being understood that such information is not a guarantee of future performance and that actual results during the period or periods covered by such information may materially differ from the projected results therein). All written information furnished after the date hereof by the Borrower and its Subsidiaries or on behalf of each Seller to the Administrative Agent and the Lenders Buyer in connection with this Repurchase Agreement and the other Facility Documents and the transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of forward-looking statementsprojections) based upon assumptions and estimates developed by management of the Borrower in good faith and believed to be on reasonable at the timeestimates, on the date as of which such information is stated or certified; provided that. There is no fact known to a Responsible Officer of a Seller, after due inquiry, that could reasonably be expected to have a Material Adverse Effect that has been disclosed herein, in the case other Facility Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Buyer for use in connection with the transactions contemplated hereby or thereby. Notwithstanding anything to the contrary in this provision, in the event that (i) a Seller discovers any information provided to Buyer that contains an untrue statement of projected financial informationmaterial fact or omits to state any material fact necessary to make the statements herein or therein, forecasts in light of the circumstances under which they were made, not misleading, and other forward-looking (ii) such Seller provides correct information to Buyer prior to any detrimental reliance by Buyer, as determined by Buyer, on the uncorrected information, no assurance is given that any results forecasted violation of this provision shall have occurred in any respect of such projections or forward-looking information will actually be achieved 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) The information, reports, certificates, documents, financial statements, books, records, files, exhibits and schedules furnished in writing by or on behalf of each of the Borrower Seller and the Guarantors to the Administrative Agent or any Lender Purchaser in connection with the negotiation, preparation or delivery of this Agreement and the other Repurchase Documents or included herein or therein or delivered pursuant heretohereto or thereto, as of the date of delivery thereof and when taken as a whole, do not contain any untrue statement of a material fact or, when considered together with all reports theretofore filed with the SEC, or 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; provided, however, that, with respect to projected financial information, forecasts and other forward-looking information, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates developed by management of the Borrower in good faith and believed to be reasonable at the time (it being understood that such information is not a guarantee of future performance and that actual results during the period or periods covered by such information may materially differ from the projected results therein). All written information furnished after the date hereof by or on behalf of each of the Borrower Seller and its Subsidiaries the Guarantors to the Administrative Agent and the Lenders Purchaser in connection with this Agreement and the other Repurchase Documents and the transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of forward-looking statementsprojections) based upon assumptions and estimates developed by management of the Borrower in good faith and believed to be on reasonable at the timeestimates, on the date as of which such information is stated or certified; provided that. To the knowledge of the Seller and the Guarantors, after due inquiry, there has been no development or event (or prospective development or event) that could constitute a material adverse change in either the case Seller’s or the Guarantor’s financial consultation or results of projected financial operation or any other fact or circumstance that could have a Material Adverse Effect that has not been disclosed in writing to the Purchaser. All projections furnished on behalf of the Seller or the Guarantors to the Purchaser were prepared and presented in good faith by or on behalf of the Seller and/or the Guarantors. The Purchaser acknowledges that it will not be able to rely on the Seller’s opinions or projections (but not factual or historical information, forecasts and other forward-looking information, no assurance is given that any results forecasted ) contained in any investment committee memorandum prepared by the Seller and delivered to the Purchaser prior to the respective Purchase Date for any Eligible Asset provided such opinions and projections or forward-looking information will actually are accompanied by written notice to the effect that such opinions and projections may not be achieved or that actual results during relied on by the period or periods covered by such information will not differ materially from the results set forth in such projections or forward-looking informationPurchaser.

True and Complete Disclosure. (a) The information, reports, ---------------------------- financial statements, exhibits and schedules furnished in writing by or on behalf of any of the Borrower Obligors to the Administrative Agent or any Lender 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 heretohereto or thereto, as including pursuant to any information memorandum distributed in connection with the syndication of the date of delivery thereof Commitments, whether prior to or after the Amendment and Restatement Date, when taken as a whole, do not not, as of the date such information was furnished, contain any untrue statement of material fact or omit to state a material fact or, when considered together with all reports theretofore filed with the SEC, omit to state any material fact necessary in order to make the statements herein or therein, in light of the circumstances under which they were made, not materially misleading; provided, however, that, with respect . The projections and pro forma financial information furnished at any time by any Obligor to projected financial information, forecasts and other forward-looking information, the Borrower represents only that such information was any Creditor pursuant to this Agreement have been prepared in good faith based upon on assumptions and estimates developed believed by management of the Borrower in good faith and believed to be reasonable at the time (made, it being understood recognized by the Lenders that such financial information as it relates to future events is not a guarantee of future performance to be viewed as fact and that actual results during the period or periods covered by such financial information may materially differ from the projected results therein). All written information furnished after the date hereof set forth therein by the Borrower a material amount and its Subsidiaries no Obligor, however, makes any representation as 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, ability of Borrower or (in the case of forward-looking statements) based upon assumptions and estimates developed by management of the Borrower in good faith and believed any Subsidiary to be reasonable at the time, on the date as of which such 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 achieved or that actual results during the period or periods covered by such information will not differ materially from achieve the results set forth in any such projections or forward-looking informationprojections. Borrower understands that all such statements, representations and warranties shall be deemed to have been relied upon by the Lenders as a material inducement to make each extension of credit hereunder.

True and Complete Disclosure. All factual information (ataken as a whole) The informationheretofore or contemporaneously furnished for purposes of or in connection with this Agreement or the Original Credit Agreement or any transaction contemplated herein by or, reportsto Borrower's knowledge, financial statements, exhibits and schedules furnished in writing by or on behalf of Borrower or any Subsidiary in writing to (i) the Borrower Administrative Agent or any Bank or (ii) any Person providing information to the Administrative Agent or any Lender in connection with the negotiationBank on behalf of Borrower or any Subsidiary is, preparation or delivery of this Agreement or included herein or delivered pursuant hereto, as of the date of delivery thereof and when all other such factual information (taken as a whole, do not contain any untrue statement of a material fact ) hereafter furnished by or, when considered together with 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 reports theretofore filed with material respects on the SEC, omit date as of which such information is dated or certified and not incomplete by omitting to state any material fact necessary to make the statements herein or therein, such information (taken as a whole) not misleading at such time in light of the circumstances under which they were made, not misleading; provided, however, that, with respect to projected financial information, forecasts and other forward-looking information, the Borrower represents only that such information was prepared provided. The Projections contained in such materials are based on supporting estimates and assumptions believed by such Persons in good faith based upon assumptions and estimates developed by management of the Borrower in good faith and believed to be reasonable at the time (made as to the future financial performance of Borrower and the Subsidiaries for the period covered, it being understood recognized by the Administrative Agent and the Banks that such information is Projections as to future events are not a guarantee of future performance to be viewed as facts and that actual results during the period or periods covered by any such information Projections may materially differ from the projected results therein)results. All written information There is no fact known to Borrower or any Subsidiary which is reasonably likely to have a Material Adverse Effect or which has not been disclosed herein or in such other documents, certificates and statements furnished after the date hereof by the Borrower and its Subsidiaries to the Administrative Agent and the Lenders Banks for use 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 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 achieved 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 informationhereby.

True and Complete Disclosure. (a) The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower Obligors to the Administrative Agent or any Lender in connection with the negotiation, preparation or delivery of this Agreement and the other Basic Documents or included herein or therein or delivered pursuant heretohereto or thereto, as of the date of delivery thereof and when taken as a whole, whole (together with the Reorganization Plan) do not contain any untrue statement of a material fact or, when considered together with all reports theretofore filed with the SEC, or 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; provided, however, PROVIDED that, with respect as to projected financial information, forecasts and other forward-looking informationprojections, the Borrower represents Obligors represent only that such information was projections have been prepared in good faith based upon on estimates and assumptions and estimates developed believed by management of the Borrower in good faith and believed Obligors to be reasonable at as of the time (it being understood that date such information is not a guarantee of future performance and that actual results during the period or periods covered by such information may materially differ from the projected results therein)projections were prepared. All written information furnished after the date hereof by the Borrower and its Subsidiaries Obligors to the Administrative Agent and the Lenders in connection with this Agreement and the other Basic Documents and the transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of forward-looking statementsprojections) based upon assumptions and estimates developed by management of the Borrower in good faith and believed to be on reasonable at the timeestimates, on the date as of which such information is stated or certified; provided that. There is no fact known to the Obligors that could have a Material Adverse Effect that has not been disclosed herein, in the case of projected other Basic Documents or in a report, financial informationstatement, forecasts and CREDIT AGREEMENT exhibit, schedule, disclosure letter or other forward-looking information, no assurance is given that any results forecasted writing furnished to the Lenders for use in any such projections connection with the transactions contemplated hereby or forward-looking information will actually be achieved 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 informationthereby.

True and Complete Disclosure. (a) The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower Obligors to the Administrative Agent or any Lender in connection with the negotiation, preparation or delivery of this Agreement and the other Basic Documents or included herein or therein or delivered pursuant heretohereto or thereto, as of the date of delivery thereof and when taken as a whole, whole (together with the Disclosure Materials) do not contain any untrue statement of a material fact or, when considered together with all reports theretofore filed with the SEC, or 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; provided, however, provided that, with respect as to projected financial information, forecasts and other forward-looking informationprojections, the Borrower represents Obligors represent Credit Agreement ---------------- only that such information was projections have been prepared in good faith based upon on estimates and assumptions and estimates developed believed by management of the Borrower in good faith and believed Obligors to be reasonable at as of the time (it being understood that date such information is not a guarantee of future performance and that actual results during the period or periods covered by such information may materially differ from the projected results therein)projections were prepared. All written information furnished after the date hereof by the Borrower and its Subsidiaries Obligors to the Administrative Agent and the Lenders in connection with this Agreement and the other Basic Documents and the transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of forward-looking statementsprojections) based upon assumptions and estimates developed by management of the Borrower in good faith and believed to be on reasonable at the timeestimates, on the date as of which such information is stated or certified; provided that. There is no fact known to the Obligors that could have a Material Adverse Effect that has not been disclosed herein, in the case of projected other Basic Documents or in a report, financial informationstatement, forecasts and exhibit, schedule, disclosure letter or other forward-looking information, no assurance is given that any results forecasted writing furnished to the Lenders for use in any such projections connection with the transactions contemplated hereby or forward-looking information will actually be achieved 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 informationthereby.

True and Complete Disclosure. This Agreement (awith exhibits and ---------------------------- schedules) The and the Registration Statement, together with the information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower Obligors to the Administrative Agent or any Lender in connection with the negotiation, preparation or delivery of this Agreement and the other Basic Documents or included herein or therein or delivered pursuant heretohereto or thereto, as of the date of delivery thereof and when taken as a whole, whole do not contain any untrue statement of a material fact or, when considered together with all reports theretofore filed with the SEC, or 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; provided, however, that, with respect to projected financial information, forecasts and other forward-looking information, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates developed by management of the Borrower in good faith and believed to be reasonable at the time (it being understood that such information is not a guarantee of future performance and that actual results during the period or periods covered by such information may materially differ from the projected results therein). All written information furnished after the date hereof by the Borrower and its Subsidiaries Obligors to the Administrative Agent and the Lenders in connection with this Agreement and the other Basic Documents and the transactions contemplated hereby and thereby 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 information is stated or certified; provided thatprovided, however, that the -------- ------- Company makes no representation as to any financial projections other than that such projections have been made in good faith and on reasonable assumptions, have been accurately calculated and have not been delivered with the intent to misinform or mislead and are estimates and not a guaranty of actual results. There is no fact known to the Company that could reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, in the case of projected other Basic Documents or in a report, financial informationstatement, forecasts and exhibit, schedule, disclosure letter or other forward-looking information, no assurance is given that any results forecasted writing furnished to the Lenders for use in any such projections connection with the transactions contemplated hereby or forward-looking information will actually be achieved 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 informationthereby.

True and Complete Disclosure. (a) The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the negotiation, preparation or delivery of this Agreement or included herein or delivered pursuant hereto, as of the date of delivery thereof and when taken as a whole, do not contain any untrue statement of a material fact or, when considered together with all reports theretofore filed with the SEC, 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; provided, ,however, that, with respect to projected financial information, forecasts and other forward-looking information, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates developed by management of the Borrower in good faith and believed to be reasonable at the time (it being understood that such information is not a guarantee of future performance and that actual results during the period or periods covered by such 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 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 achieved 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) The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower Loan Parties to the Administrative Agent or the Lenders (i) pursuant to the Existing Credit Agreement in connection with any Lender Acquisition or (ii) in connection with the negotiation, preparation or delivery of this Agreement and the other Loan Documents or included herein or therein or delivered pursuant heretohereto or thereto, as of the date of delivery thereof and when taken as a whole, do not contain any untrue statement of a material fact or, when considered together with all reports theretofore filed with the SEC, or 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; provided, however, that, with respect to projected financial information, forecasts and other forward-looking information, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates developed by management of the Borrower in good faith and believed to be reasonable at the time (it being understood that such information is not a guarantee of future performance and that actual results during the period or periods covered by such information may materially differ from the projected results therein). All written information furnished after the date hereof by or on behalf of the Borrower and its Subsidiaries Loan Parties to the Administrative Agent and or the Lenders in connection with this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of forward-looking statementsprojections) based upon assumptions and estimates developed by management of the Borrower in good faith and believed to be on reasonable at the timeestimates, on the date as of which such information is stated or certified; provided that, it being understood that there is no assurance that any projections will be obtained. There is no fact known to a Responsible Officer of the Borrower, after due inquiry, that could reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, in the case of projected other Loan Documents or in a report, financial informationstatement, forecasts and exhibit, schedule, disclosure letter or other forward-looking information, no assurance is given that any results forecasted writing furnished to the Administrative Agent or the Lenders for use in any such projections connection with the transactions contemplated hereby or forward-looking information will actually be achieved 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 informationthereby.

True and Complete Disclosure. (a) The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower any Obligor to the Administrative Agent or any Lender 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 heretohereto or thereto or set forth in the Information Memorandum, but in each case excluding all "Industry Information" (as of defined in the date of delivery Information Memorandum), except to the extent such Industry Information was prepared by any Company or any Affiliate 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 not, as of the date such information was furnished, contain any untrue statement of material fact or omit to state a material fact or, when considered together with all reports theretofore filed with the SEC, omit to state any material fact necessary in order to make the statements herein or therein, in light of the circumstances under which they were made, not materially misleading; provided, however, that, with respect to projected financial information, forecasts and other . The forward-looking informationstatements, the Borrower represents only that such projections and pro forma financial information was furnished at any time by any Obligor to any Creditor pursuant to this Agreement have been prepared in good faith based upon on assumptions and estimates developed believed by management of the Borrower in good faith and believed to be reasonable at the time (made, it being understood recognized by the Lenders that such financial information as it relates to future events is not a guarantee of future performance to be viewed as fact and that actual results during the period or periods covered by such financial information may materially differ from the projected results therein). All written information furnished after the date hereof set forth therein by the Borrower a material amount and its Subsidiaries that no Obligor makes any representation as 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 ability of forward-looking statements) based upon assumptions and estimates developed by management of the Borrower in good faith and believed any Company to be reasonable at the time, on the date as of which such 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 achieved or that actual results during the period or periods covered by such information will not differ materially from achieve the results set forth in any such projections or forward-looking informationprojections. Each Obligor understands that all such statements, representations and warranties shall be deemed to have been relied upon by the Lenders as a material inducement to make each extension of credit hereunder.

True and Complete Disclosure. All factual information (ataken as a whole) The information, reports, financial statements, exhibits heretofore or contemporaneously furnished by or on behalf of U.S. Borrower and schedules furnished the other Companies in writing to any Lender (including, without limitation, all information contained in the Transaction Documents) in connection with this Agreement or any transaction contemplated herein is (or was, on the Effective Date), and all other such factual information (taken as a whole) furnished by or on behalf of the Borrower Companies in writing to the Administrative Agent or any Lender after the Effective Date was and will be, true and accurate in connection with all material respects on the negotiation, preparation or delivery of this Agreement or included herein or delivered pursuant hereto, date as of the date of delivery thereof which such information is dated or certified and when taken as a whole, do not contain any untrue statement of a material fact or, when considered together with all reports theretofore filed with the SEC, omit incomplete by omitting to state any material fact necessary to make the statements herein or thereinsuch information, taken as a whole, not misleading at such time in light of the circumstances under which they were made, not misleading; provided, however, that, with respect to projected financial information, forecasts and other forward-looking information, the Borrower represents only that such information was prepared provided. The projections and pro forma financial information contained in or to be contained in such materials (including the projections included in the budgets to be furnished pursuant to Section 7.1(c)) are and will be based on good faith based upon estimates and assumptions and estimates developed believed by management of the U.S. Borrower in good faith and believed to be reasonable at the time (made, it being understood recognized by the Lenders that such information is projections as to future events are not a guarantee of future performance and to be viewed as facts, that actual results during the period or periods covered by any such information projections may differ materially differ from the projected results therein)and that U.S. Borrower makes no representation or warranty that such projections, pro forma results or budgets will be realized. All 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 information statements furnished after the date hereof by the Borrower and its Subsidiaries to the Administrative Agent and the Lenders for use 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 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 achieved 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 informationhereby.

True and Complete Disclosure. None of the written factual information (awhether delivered before or after the date of this Agreement) The information, reports, financial statements, exhibits and schedules furnished in writing prepared by or on behalf of the Borrower or any Restricted Subsidiary and furnished to the Administrative Agent or any Lender the Lenders for purposes of or in connection with the negotiationthis Agreement, preparation any other Credit Document or delivery of this Agreement any transaction contemplated hereby or included herein or delivered pursuant heretothereby (other than projections, estimates, and budgets) contain, as of the date of delivery thereof and when taken as a whole, do not contain any untrue statement of a material fact such information was furnished (or, when considered together with all reports theretofore filed with the SECif such information expressly related to a specific date, as of such specific date), any material misstatement of fact or 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 the statements herein or therein, in light of the circumstances under which they were made, not misleading; provided, however, that, with respect . There is no fact known to projected financial information, forecasts and other forward-looking information, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates developed by management any Responsible Officer of the Borrower or any Restricted Subsidiary on the date of this Agreement that has not been disclosed to the Administrative Agent that could reasonably be expected to result in good faith a Material Adverse Effect. All projections, estimates, budgets and pro forma financial information 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, any other Credit Document or any transaction contemplated hereby or thereby (whether delivered before or after the date of this Agreement), were or will be prepared on the basis of assumptions believed to be reasonable at the time (it being understood such projections, estimates, and pro forma financial information were furnished; provided however, that such information is not a guarantee of future performance and that actual results during the period projections are or periods covered by such 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 based only on management’s reasonable belief at the time that such projections were prepared and accurate in every material respect, or (in the no case shall any of forward-looking statements) based upon assumptions and estimates developed by management of the Borrower in good faith and believed such projections be considered to be reasonable at the time, on the date as of which such information is stated representations 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 achieved 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 informationassurances with respect to future performance.