Common use of True and Complete Disclosure Clause in Contracts

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

True and Complete Disclosure. (a) None of the The written factual information and or written factual data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of Holdings, the Borrower, any of the their respective Subsidiaries of the Borrower or any of their respective authorized representatives in writing to the Administrative Agent, any Joint Lead Arranger and/or Agent or any Lender on or before the Closing Date (including all such information contained in the Confidential Information Memorandum (and data contained all information incorporated by reference therein) and in the Credit Documents) regarding Holdings, the Borrower and its Restricted Subsidiaries in connection with the Transactions for purposes of of, or in connection with with, this Agreement or any transaction contemplated herein contained does not contain any untrue statement of any material fact or omitted and does not omit to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time (after giving effect to all supplements so furnished from time to time) in light of the circumstances under which such information or data was furnished, ; it being understood and agreed that for purposes of this Section 8.8(a), such factual information and data shall not include projections or estimates (including financial estimates, forecasts and other forward-looking information) and ), pro forma financial information or information of a general economic or general industry specific nature. (b) The projections posted contained in the information and data referred to the Lenders on November 2, 2017 are in Section 8.8(a) were prepared in good faith based upon good faith estimates and assumptions believed by Holdings and the Borrower to be reasonable at the time made, ; it being recognized by the Agents, Joint Lead Arrangers Agents and the Lenders that such projections, forward-looking statements, estimates projections are as to future events and pro forma financial information are not to be viewed as facts or a guarantee of performancefacts, and the projections are subject to material contingencies significant uncertainties and assumptionscontingencies, many of which are beyond the control of Holdings, the Credit PartiesBorrower 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 projections, forward-looking statements, estimates and pro forma financial information projections may differ materially from the projected resultsresults and such differences may be material. (c) As of the Closing Date, the information included in the Beneficial Ownership Certificate with respect to any Beneficial Owner (as defined in the Beneficial Ownership Regulation) of the Borrower, is true and correct in all material respects to the best of the Beneficial Owner’s knowledge.

True and Complete Disclosure. (a) None of the written factual information The information, reports, financial statements, exhibits and written data (taken as a whole) heretofore or contemporaneously schedules furnished in writing by or on behalf of Holdings, the Borrower, any of the Subsidiaries of the Borrower or any of their respective authorized representatives to the Administrative Agent, any Joint Lead Arranger and/or Agent or any Lender on or before the Closing Date (including all such information and data contained in the Credit Documents) regarding Holdings, the Borrower and its Restricted Subsidiaries in connection with the Transactions for purposes negotiation, preparation or delivery of or in connection with this Agreement or any transaction contemplated included herein contained or delivered pursuant hereto, as of the date of delivery thereof and when taken as a whole, do not contain any untrue statement of any a material fact or omitted or, when considered together with all reports theretofore filed with the SEC, omit to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time the statements herein or therein, in light of the circumstances under which such information or data was furnishedthey were made, it being understood and agreed that for purposes of this Section 8.8(a)not misleading; provided, such factual information and data shall not include projections or estimates (including however, that, with respect to projected financial estimatesinformation, forecasts and other forward-looking information) and , the Borrower represents only that such information of a general economic or general industry nature. (b) The projections posted to the Lenders on November 2, 2017 are was prepared in good faith based upon assumptions and estimates developed by management of the Borrower in good faith estimates and assumptions believed by the Borrower to be reasonable at the time made, (it being recognized by the Agents, Joint Lead Arrangers and the Lenders understood that such projections, forward-looking statements, estimates and pro forma financial information are is not to be viewed as facts or a guarantee of performance, and are subject to material contingencies and assumptions, many of which are beyond the control of the Credit Parties, future performance and that actual results during the period or periods covered by any such projectionsinformation 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, estimates on the date as of which such information is stated or certified; provided that, in the case of projected financial information, forecasts and pro forma financial other forward-looking information, no assurance is given that any results forecasted in any such projections or forward-looking information may will actually be achieved or that actual results during the period or periods covered by such information will not differ materially from the projected resultsresults set forth in such projections or forward-looking information.

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

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

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

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of Holdings, the Borrowerany Loan Party, any of the their Restricted Subsidiaries of the Borrower or any of their respective authorized representatives in writing to the Administrative Agent, any Joint Lead Arranger Agent and/or any Lender on or before the Closing Date (including all such written information and data contained in, or delivered in connection with, the Credit Loan Documents) regarding Holdings, the Borrower and its Restricted Subsidiaries in connection with the Transactions for purposes of or in connection with this Agreement or any transaction contemplated herein contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished, it being understood and agreed that for purposes of this Section 8.8(a9.1.8(a), such factual information and data shall not include projections and pro forma financial information, projections or estimates (including financial estimates, forecasts and other forward-looking information) and information of a general economic or general industry nature. (b) The projections posted (including pro forma financial estimates, forecasts and other forward-looking information) contained in the information and data referred to the Lenders in paragraph (a) above were based on November 2, 2017 are based upon good faith estimates and assumptions believed by the Borrower such Persons to be reasonable at the time made, it being recognized by the Agents, Joint Lead Arrangers and the Lenders that such projections, forward-looking statements, estimates and pro forma financial information projections as to future events are not to be viewed as facts or a guarantee of performance, and are subject to material contingencies and assumptions, many of which are beyond the control of the Credit Parties, and that actual results during the period or periods covered by any such projections, forward-looking statements, estimates and pro forma financial information projections may materially differ materially from the projected results. (c) As of the Closing Date, the information included in the Beneficial Ownership Certification with respect to such Loan Party, if applicable, is true and correct in all respects.

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

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of Holdings, the Borrower, any of the Subsidiaries of the Borrower or any of their respective authorized representatives to the Administrative Agent, any Joint Lead Arranger Arranger, Bookrunner and/or any Lender on or before the Closing Effective Date (including all such information and data contained in the Credit Documents) regarding Holdings, the Borrower and its Restricted Subsidiaries in connection with the Transactions for purposes of or in connection with this Agreement or any transaction contemplated herein contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time (after giving effect to all supplements so furnished prior to such time of the Borrower as filed with the SEC from time to time) in light of the circumstances under which such information or data was furnished, ; it being understood and agreed that for purposes of this Section 8.8(a9.8(a), such factual information and data shall not include pro forma financial information, projections or estimates (including financial estimates, forecasts and other forward-looking information) and information of a general economic or general industry nature. (b) The projections posted (including financial estimates, forecasts and other forward-looking information) contained in the information and data referred to the Lenders in Section 9.8(a) were based on November 2, 2017 are based upon good faith estimates and assumptions believed by the Borrower to be reasonable at the time made, ; it being recognized by the Agents, Joint Lead Arrangers Administrative Agent and the Lenders that such projections, forward-looking statements, estimates projections are as to future events and pro forma financial information are not to be viewed as facts or a guarantee of performancefacts, and the projections are subject to material contingencies significant uncertainties and assumptionscontingencies, many of which are beyond the control of the Credit PartiesBorrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections, forward-looking statements, estimates and pro forma financial information projections may differ materially from the projected resultsresults and such differences may be material.

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

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of Holdings, the Borrower, CGI Borrower or any of the its Restricted Subsidiaries of the Borrower or any of their respective authorized representatives to the Administrative Agent, any Joint Lead Arranger and Bookrunner, and/or any Lender on or before the Closing Date (including all such information and data contained in as updated prior to the Credit DocumentsClosing Date) regarding concerning Holdings, the Borrower Borrowers and its Restricted their respective Subsidiaries in connection with the Transactions for purposes of or in connection with this Agreement or any transaction contemplated herein contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnishedfurnished (after giving effect to all supplements and updates), it being understood and agreed that for purposes of this Section 8.8(a9.8(a), such factual information and data shall not include projections or pro forma financial information, projections, estimates (including financial estimates, forecasts forecasts, and other forward-looking information) and or other forward looking information or information of a general economic or general industry nature. (b) The projections posted (including financial estimates and forecasts) contained in the information and data referred to the Lenders in paragraph (a) above were based on November 2, 2017 are based upon good faith estimates and assumptions believed by the Borrower Borrowers to be reasonable at the time made, it being recognized by the Agents, Joint Lead Arrangers and the Lenders that such projections, forward-looking statements, estimates and pro forma financial information projections as to future events are not to be viewed as facts or a guarantee of performance, and are subject to material contingencies significant uncertainties and assumptionscontingencies, many of which are beyond the control of the Credit Parties, CGI Borrower and its Subsidiaries and that actual results during the period or periods covered by any such projections, forward-looking statements, estimates and pro forma financial information projections may differ materially from the projected resultsresults and such differences may be material.

True and Complete Disclosure. (a) None of the written All factual information and written data ---------------------------- (taken as a whole) heretofore or contemporaneously furnished by or on behalf of Holdings, the Borrower, any of the Subsidiaries of Holding or the Borrower in writing to the Agent or any of their respective authorized representatives to the Administrative AgentLender (including, any Joint Lead Arranger and/or any Lender on or before the Closing Date (including all without limitation, such information and data contained in the Credit Documents) regarding Holdings, Confidential Information Memorandum delivered to the Borrower and its Restricted Subsidiaries in connection with the Transactions Agent for purposes of or in connection with this Credit Agreement or the Transaction does not, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of Holding or the Borrower in writing to the Agent or any transaction contemplated herein contained Lender will not, as of the date as of which such information is dated or certified, contain any untrue statement of any a material fact or omitted omit to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at as of such time time, in each case in light of the circumstances under which such information or data was furnishedprovided, it being understood and agreed that for the purposes of this Section 8.8(a)6.9, such factual information and data shall not include projections or estimates (including and pro forma financial estimates, forecasts and other forward-looking information) and information of a general economic or general industry nature.. --- ----- (b) The projections posted and pro forma financial information contained in --- ----- the factual information referred to the Lenders on November 2, 2017 in clause (a) above are based upon on good faith estimates and assumptions believed by the Borrower to be reasonable at the time made, it being recognized by the Agents, Joint Lead Arrangers and the Lenders that such projections, forward-looking statements, estimates and pro forma financial information projections as to future events are not to be viewed as facts or a guarantee of and necessarily were based upon numerous assumptions with respect to industry performance, general business and are subject to material contingencies economic and assumptionscompetitive conditions and uncertainties, many of taxes and other matters which are beyond the control of Holding, the Credit PartiesBorrower and the Borrower's Subsidiaries, such that there can be no assurance that such projections will be realized and that actual results during the period or periods covered by any such projections, forward-looking statements, estimates and pro forma financial information may differ materially from the projected results.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of Holdings, the Borrower, any of the Subsidiaries of the Borrower or any of their respective authorized representatives to the Administrative Agent, any Joint Lead Arranger Agent and/or any Lender on or before the Closing Initial Funding Date (including all such information and data contained in the Credit Documents) regarding Holdings, or delivered hereunder or under any of the Borrower and its Restricted Subsidiaries in connection with the Transactions for purposes of or in connection with this Agreement or any transaction contemplated herein other Credit Documents contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time (after giving effect to all supplements so furnished prior to such time) in light of the circumstances under which such information or data was furnished, ; it being understood and agreed that for purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections or estimates (including financial estimates, forecasts and other forward-looking information) and information of a general economic or general industry nature. (b) The projections posted (including financial estimates, forecasts and other forward-looking information) contained in the information and data referred to the Lenders in Section 8.8(a) were based on November 2, 2017 are based upon good faith estimates and assumptions believed by the Borrower to be reasonable at the time made, ; it being recognized by the Agents, Joint Lead Arrangers Administrative Agent and the Lenders that such projections, forward-looking statements, estimates projections are as to future events and pro forma financial information are not to be viewed as facts or a guarantee of performancefacts, and the projections are subject to material contingencies significant uncertainties and assumptionscontingencies, many of which are beyond the control of the Credit PartiesBorrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections, forward-looking statements, estimates and pro forma financial information projections may differ materially from the projected resultsresults and such differences may be material.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of Holdings, the Borrower, any of the Subsidiaries of the Borrower or any of their respective authorized representatives to the Administrative Agent, any Joint Lead Arranger Arranger, Joint Bookrunner and/or any Lender on or before the Closing Effective Date (including all such information and data contained in the Credit Documents) regarding Holdings, the Borrower and its Restricted Subsidiaries in connection with the Transactions for purposes of or in connection with this Agreement or any transaction contemplated herein contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time (after giving effect to all supplements so furnished prior to such time of the Borrower as filed with the SEC from time to time) in light of the circumstances under which such information or data was furnished, ; it being understood and agreed that for purposes of this Section 8.8(a9.8(a), such factual information and data shall not include pro forma financial information, projections or estimates (including financial estimates, forecasts and other forward-looking information) and information of a general economic or general industry nature. (b) The projections posted (including financial estimates, forecasts and other forward-looking information) contained in the information and data referred to the Lenders in Section 9.8(a) were based on November 2, 2017 are based upon good faith estimates and assumptions believed by the Borrower to be reasonable at the time made, ; it being recognized by the Agents, Joint Lead Arrangers Administrative Agent and the Lenders that such projections, forward-looking statements, estimates projections are as to future events and pro forma financial information are not to be viewed as facts or a guarantee of performancefacts, and the projections are subject to material contingencies significant uncertainties and assumptionscontingencies, many of which are beyond the control of the Credit PartiesBorrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections, forward-looking statements, estimates and pro forma financial information projections may differ materially from the projected resultsresults and such differences may be material.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of Holdings, the Borrower, any of the Subsidiaries of the Borrower Subsidiary or any of their respective authorized representatives to the Administrative Agent, any Joint Lead Arranger Arranger, any Joint Bookrunner and/or any Lender on or before the Closing Date (including all such information and data contained in the Credit Documents) regarding Holdings, the Borrower and its Restricted Subsidiaries in connection with the Transactions for purposes of or in connection with this Agreement or any transaction contemplated herein Transaction contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time (after giving effect to all supplements so furnished before such time) in light of the circumstances under which such 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 include pro forma financial information, projections or estimates (including financial estimates, forecasts and other forward-looking information) and information of a general economic or general industry nature. (b) The projections posted (including financial estimates, forecasts and other forward-looking information) contained in the information and data referred to the Lenders in Section 8.8(a) were based on November 2, 2017 are based upon good faith estimates and assumptions believed by the Borrower to be reasonable at the time made, ; it being recognized by the Agents, Joint Lead Arrangers Administrative Agent and the Lenders that such projections, forward-looking statements, estimates projections are as to future events and pro forma financial information are not to be viewed as facts or a guarantee of performancefacts, and the projections are subject to material contingencies significant uncertainties and assumptionscontingencies, many of which are beyond the control of the Credit PartiesBorrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections, forward-looking statements, estimates and pro forma financial information projections may differ materially from the projected resultsresults and such differences may be material.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of Holdings, the Borrower, any of the Subsidiaries of the Borrower or any of their respective authorized representatives to the Administrative Agent, any Joint Lead Arranger and/or any Lender on or before the Closing Date (including all such information and data contained in the Credit Documents) regarding Holdings, the Borrower and its Restricted Subsidiaries in connection with the Transactions for purposes of or in connection with this Agreement or any transaction contemplated herein contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or 174 data was furnished, it being understood and agreed that for purposes of this Section 8.8(a), such factual information and data shall not include projections or estimates (including financial estimates, forecasts forecasts, pro forma financial information, budgets and other forward-looking information) and ), other forward-looking information or statements regarding future conditions or operations or information of a general economic or general industry nature. (b) The projections posted to contained in the Lenders on November 2, 2017 Lender Presentation are based upon good faith estimates and assumptions believed by the Borrower to be reasonable at the time made, it being recognized by the Agents, Joint Lead Arrangers and the Lenders that such projections, forward-looking statements, estimates and pro forma financial information are not to be viewed as facts or a guarantee of performance, and are subject to material contingencies and assumptions, many of which are beyond the control of the Credit Parties, and that actual results during the period or periods covered by any such projections, forward-looking statements, estimates and pro forma financial information may differ materially from the projected results.

True and Complete Disclosure. (a) None of the written factual information and or written factual data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of Holdings, the Borrower, any of the its respective Subsidiaries of the Borrower or any of their respective authorized representatives in writing to the Administrative Agent, any Joint Lead Arranger and/or Agent or any Lender on or before the Closing Restatement Agreement Effective Date (including all such information and data contained in the Credit Public Lender Presentation (and all information incorporated by reference therein) and in the Loan Documents) regarding Holdings, the Borrower and its Restricted Subsidiaries in connection with the Transactions for purposes of of, or in connection with with, this Agreement or any transaction contemplated herein contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time (after giving effect to all supplements so furnished from time to time) in light of the circumstances under which such information or data was furnished, ; it being understood and agreed that for purposes of this Section 8.8(a), such factual information and data shall not include projections or estimates (including financial estimates, forecasts and other forward-looking information) and ), pro forma financial information or information of a general economic or general industry specific nature. (b) The projections posted contained in the information and data referred to the Lenders on November 2, 2017 are in Section 8.8(a) were prepared in good faith based upon good faith estimates and assumptions believed by the Borrower to be reasonable at the time made, ; it being recognized by the Agents, Joint Lead Arrangers Administrative Agent and the Lenders that such projections, forward-looking statements, estimates projections are as to future events and pro forma financial information are not to be viewed as facts or a guarantee of performancefacts, and the projections are subject to material contingencies significant uncertainties and assumptionscontingencies, many of which are beyond the control of the Credit PartiesBorrower 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 projections, forward-looking statements, estimates and pro forma financial information projections may differ materially from the projected resultsresults and such differences may be material.

True and Complete Disclosure. (a) None of the written All factual information and written data (taken as a whole) heretofore or contemporaneously furnished in writing by or on behalf of Holdings, the Borrower, any of the Subsidiaries of the Borrower or any of their respective authorized representatives its Subsidiaries to the Administrative AgentAgent or any Bank (including, any Joint Lead Arranger and/or any Lender on or before the Closing Date (including without limitation, all such information and data contained in the Credit Documents) regarding Holdings, the Borrower and its Restricted Subsidiaries in connection with the Transactions for purposes of or in connection with this Agreement or any transaction contemplated herein contained is, and all other such factual information (taken as a whole) hereafter furnished in writing by or on behalf of the Borrower or any untrue statement of its Subsidiaries to any Bank will be, true and accurate in all material fact respects on the date as of which such information is dated or omitted certified and not incomplete by omitting to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished, it being understood and agreed that for purposes of this Section 8.8(a), such factual information and data shall not include provided. The projections or estimates (including financial estimates, forecasts and other forward-looking informationthe Projections) and pro forma financial information of a general economic or general industry nature. (b) The projections posted to the Lenders on November 2, 2017 contained in such materials are based upon on good faith estimates and assumptions believed by the Borrower to be reasonable at the time made, it being recognized by the Agents, Joint Lead Arrangers and the Lenders Banks that such projections, forward-looking statements, estimates and pro forma financial information projections (including the Projections) as to future events are not to be viewed as facts or a guarantee and accordingly are not covered by the first sentence of performance, and are subject to material contingencies and assumptions, many of which are beyond the control of the Credit Partiesthis Section 6.09, and that actual results during the period or periods covered by any such projections, forward-looking statements, estimates and pro forma financial information projections may differ materially from the projected resultsresults in any material or other respect. There is no fact known to the Borrower or any of its Subsidiaries which has, or could reasonably be expected to have, a Material Adverse Effect which has not been disclosed herein or in such other documents, certificates and statements furnished to the Banks for use in connection with the transactions contemplated hereby.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of Holdings, the Borrower, any of the Subsidiaries of the Borrower or any of their respective authorized representatives to the Administrative Agent, any Joint Lead Arranger Agent and/or any Lender on or before the Closing Date (including all such information and data contained in the Credit Documents) regarding Holdings, the Borrower and its Restricted Subsidiaries in connection with the Transactions for purposes of or in connection with this Agreement or any transaction contemplated herein contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time (after giving effect to all supplements so furnished prior to such time, including all information set forth in the Form 10-12B of the Borrower as filed with the SEC from time to time) in light of the circumstances under which such information or data was furnished, ; it being understood and agreed that for purposes of this Section 8.8(a9.8(a), such factual information and data shall not include pro forma financial information, projections or estimates (including financial estimates, forecasts and other forward-looking information) and information of a general economic or general industry nature. (b) The projections posted (including financial estimates, forecasts and other forward-looking information) contained in the information and data referred to the Lenders in Section 9.8(a) were based on November 2, 2017 are based upon good faith estimates and assumptions believed by the Borrower to be reasonable at the time made, ; it being recognized by the Agents, Joint Lead Arrangers Administrative Agent and the Lenders that such projections, forward-looking statements, estimates projections are as to future events and pro forma financial information are not to be viewed as facts or a guarantee of performancefacts, and the projections are subject to material contingencies significant uncertainties and assumptionscontingencies, many of which are beyond the control of the Credit PartiesBorrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections, forward-looking statements, estimates and pro forma financial information projections may differ materially from the projected resultsresults and such differences may be material. (c) Each Budget (including the Budget delivered to the Lenders immediately prior to the Petition Date) was prepared in good faith based upon assumptions the Borrower believed to be reasonable assumptions on the date of delivery of such Budget.

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

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of Holdings, the Borrower, any of the Restricted Subsidiaries of the Borrower or any of their respective authorized representatives to the Administrative Agent, any Joint Lead Arranger and Bookrunner, and/or any Lender on or before the Closing Date (including all such information and data contained in the Credit Documents) regarding Holdings, the Borrower and its Restricted Subsidiaries in connection with the Transactions for purposes of or in connection with this Agreement or any transaction contemplated herein contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnishedfurnished (after giving effect to all supplements and updates), it being understood and agreed that for purposes of this Section 8.8(a), such factual information and data shall not include projections or pro forma financial information, projections, estimates (including financial estimates, forecasts forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature. (b) The projections posted (including financial estimates, budgets, forecasts, and other forward-looking information) contained in the information and data referred to the Lenders in paragraph (a) above were based on November 2, 2017 are based upon good faith estimates and assumptions believed by the Borrower such Persons to be reasonable at the time mademade and delivered to the Joint Lead Arrangers and Bookrunners and Lenders, it being recognized by the Agents, Joint Lead Arrangers and the Lenders that such projections, forward-looking statements, estimates and pro forma financial information projections as to future events are not to be viewed as facts or a guarantee of performance, and are subject to material contingencies significant uncertainties and assumptionscontingencies, many of which are beyond the control of the Credit PartiesBorrower’s control, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections, forward-looking statements, estimates and pro forma financial information projections may differ materially from the projected resultsresults and such differences may be material.

True and Complete Disclosure. (a) None of the written All factual information and written data ---------------------------- (taken as a whole) heretofore or contemporaneously furnished by or on behalf of Holdings, the Borrower, any of the Subsidiaries of the Borrower or any of their respective authorized representatives Credit Party in writing to the Administrative AgentAgent or any Bank (including, any Joint Lead Arranger and/or any Lender on or before the Closing Date (including without limitation, all such information and data contained in the Credit Transaction Documents) regarding Holdings, the Borrower and its Restricted Subsidiaries in connection with the Transactions for purposes of or in connection with this Agreement or any transaction contemplated herein contained any untrue statement is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of any such Persons in writing to any Bank will be, true and accurate in all material fact respects on the date as of which such infor- mation is dated or omitted certified and not incomplete by omitting to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished, it being understood provided. The Projections and agreed that for purposes of this Section 8.8(a), such factual the pro forma financial information and data shall not include projections or estimates (including financial estimates, forecasts and other forward-looking information) and information of a general economic or general industry nature. (b) The projections posted contained in the materials referred to in the Lenders on November 2, 2017 immediately preceding sentence are based upon on good faith estimates and assumptions believed by the Holdings and each Borrower to be reasonable at the time made, it being recognized by the Agents, Joint Lead Arrangers and the Lenders Banks that such projections, forward-looking statements, estimates and pro forma financial information Projections as to future events are not to be viewed as facts or a guarantee of performance, and are subject to material contingencies and assumptions, many of which are beyond the control of the Credit Parties, and that actual results during the period or periods covered by any such projections, forward-looking statements, estimates and pro forma financial information Projections may differ materially from the projected results. There is no fact known to any Credit Party which would have a Material Adverse Effect, which has not been disclosed herein or in such other documents, certificates and statements furnished to the Banks for use in connection with the transactions contemplated hereby.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of Holdings, the Borrower, any of the Subsidiaries of the Borrower or any of their respective authorized representatives to the Administrative Agent, any Joint Lead Arranger and/or any Lender on or before the Closing Date (including all such information and data contained in the Credit Documents) regarding Holdings, the Borrower and its Restricted Subsidiaries in connection with the Transactions for purposes of or in connection with this Agreement or any transaction contemplated herein contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished, it being understood and agreed that for purposes of this Section 8.8(a), such factual information and data shall not include projections or estimates (including financial estimates, forecasts forecasts, pro forma financial information, budgets and other forward-looking information) and ), other forward-looking information or statements regarding future conditions or operations or information of a general economic or general industry nature. (b) The projections posted to contained in the Lenders on November 2, 2017 Lender Presentation are based upon good faith estimates and assumptions believed by the Borrower to be reasonable at the time made, it being recognized by the Agents, Joint Lead Arrangers and the Lenders that such projections, forward-looking statements, estimates and pro forma financial information are not to be viewed as facts or a guarantee of performance, and are subject to material contingencies and assumptions, many of which are beyond the control of the Credit Parties, and that actual results during the period or periods covered by any such projections, forward-looking statements, estimates and pro forma financial information may differ materially from the projected results.

True and Complete Disclosure. (a) None of the written factual information The information, reports, financial statements, exhibits and written data (taken as a whole) heretofore or contemporaneously schedules furnished in writing by or on behalf of Holdings, the Borrower, any of the Subsidiaries of the Borrower or any of their respective authorized representatives to the Administrative Agent, any Joint Lead Arranger and/or Agent or any Lender on or before the Closing Date (including all such information and data contained in the Credit Documents) regarding Holdings, the Borrower and its Restricted Subsidiaries in connection with the Transactions for purposes negotiation, preparation or delivery of or in connection with this Agreement or any transaction contemplated included herein contained or delivered pursuant hereto, as of the date of delivery thereof and when taken as a whole, do not contain any untrue statement of any a material fact or omitted or, when considered together with all reports theretofore filed with the SEC, omit to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time the statements herein or therein, in light of the circumstances under which such information or data was furnishedthey were made, it being understood and agreed that for purposes of this Section 8.8(a)not misleading; provided,however, such factual information and data shall not include projections or estimates (including that, with respect to projected financial estimatesinformation, forecasts and other forward-looking information) and , the Borrower represents only that such information of a general economic or general industry nature. (b) The projections posted to the Lenders on November 2, 2017 are was prepared in good faith based upon assumptions and estimates developed by management of the Borrower in good faith estimates and assumptions believed by the Borrower to be reasonable at the time made, (it being recognized by the Agents, Joint Lead Arrangers and the Lenders understood that such projections, forward-looking statements, estimates and pro forma financial information are is not to be viewed as facts or a guarantee of performance, and are subject to material contingencies and assumptions, many of which are beyond the control of the Credit Parties, future performance and that actual results during the period or periods covered by any such projectionsinformation 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, estimates on the date as of which such information is stated or certified; provided that, in the case of projected financial information, forecasts and pro forma financial other forward-looking information, no assurance is given that any results forecasted in any such projections or forward-looking information may will actually be achieved or that actual results during the period or periods covered by such information will not differ materially from the projected resultsresults set forth in such projections or forward-looking information.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of Holdings, the Borrower, CGI Borrower or any of the its Restricted Subsidiaries of the Borrower or any of their respective authorized representatives to the Administrative Agent, any Joint Lead Arranger and Bookrunner, and/or any Lender on or before the Seventh Closing Date (including all such information and data contained in as updated prior to the Credit DocumentsSeventh Closing Date) regarding concerning Holdings, the Borrower Borrowers and its Restricted their respective Subsidiaries in connection with the Transactions for purposes of or in connection with this Agreement or any transaction contemplated herein contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnishedfurnished (after giving effect to all supplements and updates), it being understood and agreed that for purposes of this Section 8.8(a9.8(a), such factual information and data shall not include projections or pro forma financial information, projections, estimates (including financial estimates, forecasts forecasts, and other forward-looking information) and or other forward looking information or information of a general economic or general industry nature. (b) The projections posted (including financial estimates and forecasts) contained in the information and data referred to the Lenders in paragraph (a) above were based on November 2, 2017 are based upon good faith estimates and assumptions believed by the Borrower Borrowers to be reasonable at the time made, it being recognized by the Agents, Joint Lead Arrangers and the Lenders that such projections, forward-looking statements, estimates and pro forma financial information projections as to future events are not to be viewed as facts or a guarantee of performance, and are subject to material contingencies significant uncertainties and assumptionscontingencies, many of which are beyond the control of the Credit Parties, CGI Borrower and its Subsidiaries and that actual results during the period or periods covered by any such projections, forward-looking statements, estimates and pro forma financial information projections may differ materially from the projected resultsresults and such differences may be material.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of Holdings, the Borrower, any of the Subsidiaries of the Borrower or any of their respective authorized representatives to the Administrative Agent, any Joint Lead Arranger and/or any Lender on or before the Closing Date (including all such information and data contained in the Credit Documents) regarding Holdings, the Borrower and its Restricted Subsidiaries in connection with the Transactions for purposes of or in connection with this Agreement or any transaction contemplated herein contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished, it being understood and agreed that for purposes of this Section 8.8(a), such factual information and data shall not include projections or estimates (including financial estimates, forecasts forecasts, pro forma financial information, budgets and other forward-looking information) and and, other forward-looking information or statements regarding future conditions or operations or information of a general economic or general industry nature. (ba) The projections posted to contained in the Lenders on November 2, 2017 Lender Presentation are based upon good faith estimates and assumptions believed by the Borrower to be reasonable at the time made, it being recognized by the Agents, Joint Lead Arrangers and the Lenders that such projections, forward-looking statements, estimates and pro forma financial information are not to be viewed as facts or a guarantee of performance, and are subject to material contingencies and assumptions, many of which are beyond the control of the Credit Parties, and that actual results during the period or periods covered by any such projections, forward-looking statements, estimates and pro forma financial information may differ materially from the projected results.

True and Complete Disclosure. (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of Holdings, the Borrower, any of the Subsidiaries of the Borrower or any of their respective authorized representatives to the Administrative Agent, any Joint the Lead Arranger Arrangers, the Bookrunner and/or any Lender on or before the Closing Date (including all such information and data contained in the Credit Documents) regarding Holdings, or delivered hereunder or under any of the Borrower and its Restricted Subsidiaries in connection with the Transactions for purposes of or in connection with this Agreement or any transaction contemplated herein other Credit Documents contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time (after giving effect to all supplements so furnished prior to such time) in light of the circumstances under which such information or data was furnished, ; it being understood and agreed that for purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections or estimates (including financial estimates, forecasts and other forward-looking information) and information of a general economic or general industry nature. (b) The projections posted (including financial estimates, forecasts and other forward-looking information) contained in the information and data referred to the Lenders in Section 8.8(a) were based on November 2, 2017 are based upon good faith estimates and assumptions believed by the Borrower to be reasonable at the time made, ; it being recognized by the Agents, Joint Lead Arrangers Administrative Agent and the Lenders that such projections, forward-looking statements, estimates projections are as to future events and pro forma financial information are not to be viewed as facts or a guarantee of performancefacts, and the projections are subject to material contingencies significant uncertainties and assumptionscontingencies, many of which are beyond the control of the Credit PartiesBorrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections, forward-looking statements, estimates and pro forma financial information projections may differ materially from the projected resultsresults and such differences may be material.

True and Complete Disclosure. (a) None of the written factual information and or written factual data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of Holdings, the Borrower, any of the its respective Subsidiaries of the Borrower or any of their respective authorized representatives in writing to the Administrative Agent, any Joint Lead Arranger and/or Agent or any Lender on or before the Closing Date (including all such information contained in the Confidential Information Memorandum (and data contained all information incorporated by reference therein) and in the Credit Documents) regarding Holdings, the Borrower and its Restricted Subsidiaries in connection with the Transactions for purposes of of, or in connection with with, this Agreement or any transaction contemplated herein contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time (after giving effect to all supplements so furnished from time to time) in light of the circumstances under which such information or data was furnished, ; it being understood and agreed that for purposes of this Section 8.8(a‎8.8(a), such factual information and data shall not include projections or estimates (including financial estimates, forecasts and other forward-looking information) and ), pro forma financial information or information of a general economic or general industry specific nature. (b) The projections posted contained in the information and data referred to the Lenders on November 2, 2017 are in Section ‎8.8(a) were prepared in good faith based upon good faith estimates and assumptions believed by Holdings and the Borrower to be reasonable at the time made, ; it being recognized by the Agents, Joint Lead Arrangers Agents and the Lenders that such projections, forward-looking statements, estimates projections are as to future events and pro forma financial information are not to be viewed as facts or a guarantee of performancefacts, and the projections are subject to material contingencies significant uncertainties and assumptionscontingencies, many of which are beyond the control of Holdings, the Credit PartiesBorrower 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 projections, forward-looking statements, estimates and pro forma financial information projections may differ materially from the projected resultsresults and such differences may be material.