Common use of Accuracy of Information, etc Clause in Contracts

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished by or on behalf of any Loan Party to the Agents or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, as supplemented from time to time prior to the date this representation and warranty is made or deemed made, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or statement furnished by or on behalf of any Loan Party to the Agents Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, taken as supplemented from time to time prior to a whole, contain as of the date this representation and warranty is made such statement, information, document or deemed made, contains certificate was so furnished any untrue statement of a material fact or omits omitted to state a material fact necessary to make the statements contained herein or therein not misleadingmaterially misleading in light of the circumstances when made. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents or in any other documents, certificates and statements furnished to the Agents Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or statement furnished by or on behalf of any Loan Party to the Agents Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as supplemented from time to time prior to a whole, contained as of the date this representation and warranty is made such statement, information, document or deemed madecertificate was so furnished, contains any untrue statement of a material fact or omits omitted to state a material fact necessary to make the statements contained herein or therein not misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such projections and financial information as it relates they relate to future events is are not to be viewed as fact and that actual results during the period or periods covered by such projections and financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents or in any other documents, certificates and statements furnished to the Agents Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or The statements and information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Memorandum, or any other document, certificate or statement furnished by or on behalf of any Loan Party to the Agents Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, taken as supplemented a whole, do not contain as of the date such statement, information, document or certificate was so furnished and as updated from time to time prior to the date this representation and warranty is made or deemed madetime, contains any untrue statement of a material fact or omits omitted to state a material fact necessary to make the statements contained herein or therein not misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Memorandum, or in any other documents, certificates and statements furnished to the Agents Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No written statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or statement furnished by or on behalf of any Loan Party or Enterasys to the Agents Administrative Agent or the Lenders, or any of them, for use in connection with the transactions Transactions contemplated by this Agreement or the other Loan Documents, contained as supplemented from time to time prior to of the date this representation and warranty is made such statement, information, document or deemed madecertificate was so furnished when taken as a whole, contains any untrue statement of a material fact or omits omitted to state a material fact necessary to make the statements contained herein or therein not misleadingmisleading in any material respect. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party or Enterasys that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents or in any other documents, certificates and statements furnished to the Agents Administrative Agent and the Lenders for use in connection with the transactions Transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or statement furnished by or on behalf of any Loan Party to the Agents Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as supplemented from time to time prior to of the date this representation and warranty is made such statement, information, document or deemed madecertificate was so furnished, contains any untrue statement of a material fact or omits omitted to state a material fact necessary to make the statements contained herein or therein therein, in light of the circumstances, not misleadingmisleading in any material respect. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower Borrowers to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amountamount and that no assurance can be given that any particular projected result will be realized. There is no fact known to any Loan Party that could would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents or in any other documents, certificates and statements furnished to the Agents Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or statement furnished by or on behalf of any Loan Party to the Agents Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as supplemented from time to time prior to of the date this representation and warranty is made such statement, information, document or deemed madecertificate was so furnished, contains any untrue statement of a material fact or omits omitted to state a material fact necessary to make the statements contained herein or therein not misleadingmisleading in light of the circumstances under which such statement, information, document or certificate was furnished. The projections and pro forma financial information contained in the materials referenced above (including the Closing Date Projections) are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents or in any other documents, certificates and statements furnished to the Agents Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or The statements and information contained in this Agreement, any the other Loan DocumentDocuments, and the Confidential Information Memorandum or any other documentdocuments, certificate or statement certificates and statements furnished by or on behalf of any Loan Party to the Agents Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, did not contain as supplemented from time to time prior to of the date this representation and warranty is made such statements, information, documents or deemed madecertificates were so furnished, contains any untrue statement of a material fact or omits omit to state a material fact necessary to make the statements contained herein or therein not misleadingmisleading in any material respect. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Agents Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or statement furnished by or on behalf of any Loan Party Obligor to the Agents or the Lenders, or any of themLender, for use in connection with the transactions contemplated by this Agreement or the other Loan DocumentsDocuments (including the Transaction), contained as supplemented from time to time prior to of the date this representation and warranty is made such statement, information, document or deemed madecertificate was so furnished, contains any untrue statement of a material fact or omits omitted to state a material fact necessary to make the statements contained herein or therein not misleading, and no other factual information furnished after the Effective Date in connection with any Loan Document by or on behalf of any Obligor to the Lender will contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading. The projections and pro forma financial information contained in the materials referenced above (including, without limitation, the Initial Projections) are based upon good faith estimates and assumptions believed by management of Holdings and the Borrower to be reasonable at the time made, it being recognized by the Lenders Lender that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party Obligor that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents or in any other documents, certificates and statements furnished to the Agents and the Lenders Lender for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Memorandum, the Lender Presentation or any other document, certificate or statement furnished by or on behalf of any Loan Party to the Agents any Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as supplemented from time to time prior to of the date this representation and warranty is made such statement, information, document or deemed madecertificate was so furnished, contains any untrue statement of a material fact or omits omitted to state a material fact necessary to make the statements contained herein or therein not misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower Cedar Fair LP to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Memorandum, the Lender Presentation or in any other documents, certificates and statements furnished to the Agents any Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information information, other than the projections described in Section 5.1(c) and pro forma financial information, contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished by or on behalf of any Loan Party to the Agents or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, taken as supplemented from time to time prior to a whole, contained as of the date this representation and warranty is made such statement, information, document or deemed madecertificate was so furnished, contains any untrue statement of a material fact or omits omitted to state a material fact necessary to make the statements contained herein or therein taken as a whole not misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents or in any other documents, certificates and statements furnished to the Agents Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or The statements and information contained in this Agreement, the other Loan Documents and any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement documents and certificates furnished by or on behalf of any the Loan Party Parties to the Agents Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, taken as supplemented from time to time prior to a whole, did not contain as of the date this representation and warranty is made that each of such statements, information, documents, or deemed madecertificates was so furnished, contains any untrue statement of a material fact or omits omitted to state a material fact necessary to make the statements contained herein or therein not misleadingmisleading in any material respect. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents or in any other documents, certificates and or statements furnished to the Agents Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or statement furnished by or on behalf of any Loan Party to the Agents Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as supplemented from time to time prior to of the date this representation and warranty is made such statement, information, document or deemed madecertificate was so furnished, contains any untrue statement of a material fact or omits omitted to state a material fact necessary to make the statements contained herein or therein not misleading. The projections projections, annual budgets and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Administrative Agent and the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents or in any other documents, certificates and statements furnished to the Agents Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished by or on behalf of any Loan Party to the Agents Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, in each case when taken together with all such other information previously furnished, contained as supplemented from time to time prior to of the date this representation and warranty is made such statement, information, document or deemed madecertificate was so furnished, contains any untrue statement of a material fact or omits omitted to state a material fact necessary to make the statements contained herein or therein not misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the each Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact fact, other than facts of a general economic or political nature not specific to any Borrower, known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Agents Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or The statements and information contained in this Agreement, any the other Loan DocumentDocuments, and the Confidential Information Memorandum or any other documentdocuments, certificate or statement certificates and statements furnished by or on behalf of any Loan Party to the Agents Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, did not contain as supplemented from time to time prior to of the date this representation and warranty is made such statements, information, documents or deemed madecertificates were so furnished, contains any untrue statement of a material fact or omits omit to state a material fact necessary to make the statements contained herein or therein not misleadingmisleading in any material respect. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. As of the Closing Date, the representations and warranties contained in the Acquisition Documentation are true and correct in all material respects. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Agents Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or statement furnished by or on behalf of any Loan Party to the Agents Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as supplemented from time to time prior to of the date this representation and warranty is made such statement, information, document or deemed madecertificate was so furnished, contains any untrue statement of a material fact or omits omitted to state a material fact necessary to make the statements contained herein or therein not misleadingmaterially misleading in light of the circumstances under which such statements are made. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents or in any other documents, certificates and statements furnished to the Agents Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or statement furnished by or on behalf of any Loan Party to the Agents Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as supplemented from time to time prior to of the date this representation and warranty is made such statement, information, document or deemed madecertificate was so furnished, contains any untrue statement of a material fact or omits or, when taken together with the Borrower’s periodic filings with the SEC, omitted to state a material fact necessary to make the statements contained herein or therein not misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents or in any other documents, certificates and statements furnished to the Agents Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information concerning any Group Member or the Business contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or written statement furnished by or on behalf of any Loan Party to the Agents Administrative Agent or the Lenders, or any of themthem (except for projections, pro forma financial information and information of a general economic or industry nature), for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as supplemented from time to time prior to a whole and when taken together with any public filings made by UK Holdco or a parent entity thereof, contained, as of the date this representation such statement, information, document or certificate was so furnished and warranty is made or deemed madeafter giving effect to all supplements and updates thereto, contains any untrue statement of a material fact or omits omitted to state a material fact necessary to make the statements contained herein or therein not misleadingmaterially misleading in light of the circumstances under which such statements were made. The projections and pro forma financial information information, taken as a whole, contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower Representative to be reasonable at the time mademade and as of the Amendment No. 6 Refinancing Effective Date (with respect to such projections and pro forma financial information delivered prior to the Amendment No. 6 Refinancing Effective Date), it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact fact, forecasts and that projections are subject to uncertainties and contingencies, actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is amount and no fact known to assurance can be given that any Loan Party that could reasonably forecast or projections will be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documentsrealized.

Accuracy of Information, etc. No statement or information prepared by or on behalf of any Loan Party contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or statement furnished by or on behalf of any Loan Party to the Agents Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as supplemented from time to time prior to of the date this representation and warranty is made such statement, information, document or deemed madecertificate was so furnished, contains any untrue statement of a material fact or omits omitted to state a material fact necessary to make the statements contained herein or therein not misleadingmisleading in any material respect. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party Group Member that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents or in any other documents, certificates and or statements furnished to the Agents Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information, other than projections, pro forma financial statements, forward-looking statements, estimates with respect to future performance and information of a general economic or industry specific nature, contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or statement furnished by or on behalf of any Loan Party to the Agents Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as supplemented from time to time prior to of the date this representation and warranty is made such statement, information, document or deemed madecertificate was so furnished, contains any untrue statement of a material fact or omits omitted to state a material fact necessary to make the statements contained herein or therein therein, taken as a whole, not misleadingmisleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto). The projections and projections, pro forma financial information information, forward-looking statements and estimates with respect to future performance contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Parent Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed hereinAs of the Fourth Restatement Effective Date, in the other Loan Documents, in the Confidential Information Memorandum or all information in any other documents, certificates Beneficial Ownership Certification delivered hereunder is true and statements furnished to the Agents and the Lenders for use correct in connection with the transactions contemplated hereby and by the other Loan Documentsall material respects.

Accuracy of Information, etc. No statement or All written information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or statement furnished by or on behalf of any Loan Party to the Agents Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, as supplemented from time to time Documents on or prior to the date this representation Closing Date, other than projections and warranty is made information of a general economic or deemed madeindustry nature, contains was, when furnished, complete and correct in all material respects and did not, when furnished, contain any untrue statement of a material fact or omits omit to state a material fact necessary in order to make the statements contained herein or therein not misleadingmisleading in light of the circumstances under which such statements were or are made. The projections and pro forma financial information contained in the materials referenced above are were prepared in good faith based upon good faith estimates and reasonable assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is projections are not to be viewed as fact facts and that actual results during the period or periods covered by any such financial information projections may differ from the projected results set forth therein by a material amountresults, and such differences may be material. There is no fact known to any Loan Party as of the Closing Date that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents or in any other documents, certificates and statements furnished to the Agents Administrative Agent and the Lenders on or prior to the Closing Date for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished by or on behalf of any Loan Party to the Agents Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as supplemented from time to time prior to of the date this representation and warranty is made such statement, information, document or deemed madecertificate was so furnished, contains any untrue statement of a material fact or omits omitted to state a material fact necessary to make the statements contained herein or therein not misleadingmaterially misleading in light of the circumstances under which such statements were made. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amountamount and may not be achieved. There As of the Effective Date, there is no fact known to any Loan Party that could would reasonably be expected to have a Material Adverse Effect since January 2, 2016, that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Agents Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan DocumentAs of the Closing Date, the Confidential Information Memorandum Borrower has disclosed to the Credit Parties all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other documentmatters known to it, certificate that, individually or statement in the aggregate, would reasonably be expected to result in a Material Adverse Effect. None of the other written reports of factual nature, financial statements, certificates or other written factual information (other than projections, the Borrower Model, other forward-looking or projected information, pro forma information and information of a general economic or general industry nature (including any reports or memos prepared by third party consultants)) furnished by or on behalf of any Loan Party to the Agents or the Lenders, or any of them, for use Credit Party in connection with the transactions contemplated by hereby and the negotiation of this Credit Agreement or the delivered hereunder or under any other Loan DocumentsDocument (in each case as modified or supplemented by other written information so furnished), when taken as supplemented from time to time prior to the date this representation and warranty is made or deemed madea whole, contains any untrue statement material misstatement of a material fact or omits to state a any material fact necessary to make the statements contained herein or therein therein, in the light of the circumstances under which they were made, not materially misleading. The projections and pro forma , provided that, with respect to projected financial information contained and forward-looking statements, the Loan Parties represent only that such information was prepared in the materials referenced above are good faith based upon good faith estimates and assumptions believed by management of the Borrower such Person to be reasonable at the time made, it being recognized by the Lenders that such financial information projections as it relates to future events is are not to be viewed as fact facts and that actual results during the period or periods covered by any such financial information projections may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party that could reasonably and such differences may be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documentsmaterial.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or statement furnished to the Administrative Agent or the Lenders or any of them, by or on behalf of any Loan Party to the Agents or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, Documents (other than the projections described below) contained as supplemented from time to time prior to of the date this representation and warranty is made such statement, information, document or deemed madecertificate was so furnished, contains any untrue statement of a material fact or omits omitted to state a material fact necessary in order to make the statements contained herein or therein not misleading. The projections and pro forma financial information contained in furnished to be the materials referenced above Administrative Agent and/or the Lenders are based upon good faith estimates and assumptions believed by management of the Borrower Company to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information projections may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents or in any other documents, certificates and statements furnished to the Agents Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished that has been or will be prepared by or on behalf under the direction of any Loan Party and made available to the Agents Administrative Agent or the Lenders, Lenders or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as supplemented from time to time prior to of the date this representation and warranty is made such statement, information, document or deemed madecertificate was so furnished, contains any untrue statement of a material fact or omits omitted to state a material fact necessary in order to make the statements contained herein or therein not misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. As of the date hereof, the representations and warranties contained in the Merger Agreement are true and correct in all material respects. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (other than projections and pro forma financial information or information of a general industry or economic nature) contained in this Agreement, Agreement or any other Loan Document, or furnished by or on behalf of any Loan Party in the Confidential Information Memorandum Memorandum, or contained in any other document, certificate or statement furnished by or on behalf of any Loan Party to the Agents Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as supplemented from time to time prior to of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as of the date of this representation and warranty is made or deemed madeAgreement), contains any untrue statement of a material fact or omits omitted to state a material fact necessary to make the statements contained herein or therein therein, in light of the circumstances in which they were made not misleading. The projections and pro forma financial information contained in the materials referenced above are were based upon good faith estimates and assumptions believed by the management of the Borrower Holdings to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected or pro forma results set forth therein by a material amount. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and written statements furnished to the Agents Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Memorandum, or any other document, certificate or statement furnished by or on behalf of any Loan Party to the Agents Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as supplemented from time to time prior to of the date this representation and warranty is made such statement, information, document or deemed made, contains certificate was so furnished any untrue statement of a material fact or omits omitted to state a material fact necessary to make the statements contained herein or therein not misleading. The projections and pro forma PRO FORMA financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. As of the date hereof, the representations and warranties contained in the Acquisition Documentation are true and correct in all material respects. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Agents Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum S-1 or any other document, certificate or statement furnished by or on behalf of any Loan Party the Company to the Agents Administrative Agent or the LendersBanks, or any of them, for use in connection with the transactions contemplated by this Agreement Agreement, contained as of the date such statement, information, document or certificate was so furnished (or, in the other Loan Documentscase of the S-1, as supplemented from time to time prior to of the date of this representation and warranty is made or deemed madeAgreement), contains any untrue statement of a material fact or omits omitted to state a material fact necessary to make the statements contained herein or therein not misleadingmisleading in each case taken as a whole. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower Company to be reasonable at the time made, it being recognized by the Lenders Banks that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party the Company that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum S-1 or in any other documents, certificates and statements furnished to the Agents Administrative Agent and the Lenders Banks for use in connection with the transactions contemplated hereby and by the other Loan Documentshereby.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or statement furnished to the Administrative Agents or the Lenders or any of them, by or on behalf of any Loan Party to the Agents or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as supplemented from time to time prior to of the date this representation and warranty is made such statement, information, document or deemed madecertificate was so furnished, contains any untrue statement of a material fact or omits omitted to state a material fact necessary in order to make the statements contained herein or therein not misleading. The projections and pro forma PRO FORMA financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower such Loan Party to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. The Company has provided to the General Administrative Agent a true and complete copy of the Exchange Offer Documents and the Merger Agreement (including all exhibits and schedules thereto and financial statements referred to therein). As of the date hereof, the representations and warranties contained in the Merger Agreement are true and correct in all material respects. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents or in any other documents, certificates and statements furnished to the Administrative Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or statement furnished by or on behalf of any Loan Party to the Agents Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan DocumentsDocuments (in each case, taken as supplemented from time to time prior to a whole), contained as of the date this representation and warranty is made such statement, information, document or deemed madecertificate was so furnished, contains any untrue statement of a material fact or omits omitted to state a material fact necessary to make the statements contained herein or therein not misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents or in any other documents, certificates and statements furnished to the Agents Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or statement furnished by or on behalf of the Borrower or any Loan Party Subsidiary to the Agents Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan DocumentsDocuments (including the Acquisition), contained as supplemented from time to time prior to of the date this representation and warranty is made such statement, information, document or deemed madecertificate was so furnished, contains any untrue statement of a material fact or omits omitted to state a material fact necessary to make the statements contained herein or therein not misleading, and no other factual information furnished after the Effective Date in connection with any Loan Document by or on behalf of the Borrower or any Subsidiary to any Secured Party will contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party Obligor that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents or in any other documents, certificates and statements furnished to the Agents Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information ---------------------------- contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or statement furnished by or on behalf of any Loan Party to the Agents Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as supplemented from time to time prior to of the date this representation and warranty is made such statement, information, document or deemed madecertificate was so furnished, contains any untrue statement of a material fact or omits omitted to state a material fact necessary to make the statements contained herein or therein not misleadingmisleading in light of the circumstances under which such information was furnished. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. As of the Closing Date, the representations and warranties of Holdings and, to the knowledge of Holdings, the Seller contained in the Recapitalization Documentation are true and correct in all material respects. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents or in any other documents, certificates and statements furnished to the Agents Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information prepared by or on behalf of any Loan Party contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or statement furnished by or on behalf of any Loan Party to the Agents Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as supplemented from time to time prior to of the date this representation and warranty is made such statement, information, document or deemed madecertificate was so furnished, contains any untrue statement of a material fact or omits omitted to state a material fact necessary to make the statements contained herein or therein not misleadingmisleading in any material respect. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents or in any other documents, certificates and statements furnished to the Agents Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Disclosure Statement, the financial statements identified in Section 3.1 or any other document, certificate or statement furnished by or on behalf of any Loan Party to the Agents Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as supplemented from time to time prior to of the date this representation and warranty is made such statement, information, document or deemed madecertificate was so furnished, contains any untrue statement of a material fact or omits omitted to state a material fact necessary to make the statements contained herein or therein not misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents or in any other documents, certificates and statements furnished to the Agents Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No written statement or information (other than the Projections and information of a general economic or general industry nature) concerning any Group Member contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or statement furnished by or on behalf of any Loan Party Group Member to the Agents Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as supplemented from time to time prior to of the date this representation and warranty is made such statement, information, document or deemed madecertificate was so furnished, contains any untrue statement of a material fact or omits omitted to state a material fact necessary to make the Table of Contents statements contained herein or therein not materially misleading. The projections and pro forma financial information information, taken as a whole, contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time mademade and as of the Closing Date (with respect to such projections and pro forma financial information delivered prior to the Closing Date), it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact fact, forecasts and that projections are subject to uncertainties and contingencies, actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is amount and no fact known to assurance can be given that any Loan Party that could reasonably forecast or projections will be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documentsrealized.

Accuracy of Information, etc. No statement or All written information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or statement furnished by or on behalf of any Loan Party to the Agents or the Lenders, or any of themLender, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, as supplemented from time to time prior to the date this representation other than projections and warranty information of a general economic or industry nature, is made or deemed madeand will be, contains when furnished, complete and correct in all material respects and does not and will not, when furnished, contain any untrue statement of a material fact or omits omit to state a material fact necessary in order to make the statements contained herein or therein not misleadingmisleading in light of the circumstances under which such statements were or are made. The projections and pro forma financial information contained in the materials referenced above are prepared in good faith based upon good faith estimates and reasonable assumptions believed by management of the Borrower to be reasonable at the time made and at the time such projections are made, it being recognized by the Lenders Lender that such financial information as it relates to future events is projections are not to be viewed as fact facts and that actual results during the period or periods covered by any such financial information projections may differ from the projected results set forth therein by a material amountresults, and such differences may be material. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents or in any other documents, certificates and statements furnished to the Agents and the Lenders Lender for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or The statements and information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or Document and any other document, certificate or statement furnished to the Agents or the Lenders or any of them, by or on behalf of any Loan Party to the Agents or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, taken as supplemented from time to time prior to a whole, did not contain as of the date this representation such statements, information, documents and warranty is made or deemed madecertificate were so furnished, contains any untrue statement of a material fact or omits omit to state a material fact necessary in order to make the statements contained herein or therein not misleading. The projections and pro forma PRO FORMA financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Agents and the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. As of the date hereof, the representations and warranties of the Borrower and, to the Borrower's knowledge, of the Sellers contained in the Acquisition Agreements are true and correct in all material respects. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents or in any other documents, certificates and statements furnished to the Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No To the best knowledge of the Loan Parties, no statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or statement furnished to the Administrative Agent or the Lenders or any of them, by or on behalf of any Loan Party to the Agents or the Lenders, or any of them, in writing for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as supplemented from time to time prior to of the date this representation and warranty is made such statement, information, document or deemed madecertificate was so furnished, contains any untrue statement of a material fact or omits omitted to state a material fact necessary to make the statements contained herein or therein therein, taken as a whole, not misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Agents Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished that has been or will be prepared by or on behalf under the direction of any Loan Party and made available to the Agents Administrative Agent or the Lenders, Lenders or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as supplemented from time to time prior to of the date this representation and warranty is made such statement, information, document or deemed madecertificate was so furnished, contains any untrue statement of a material fact or omits omitted to state a material fact necessary in order to make the statements contained herein or therein not misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. As of the date hereof, the representations and warranties contained in the Stock Repurchase Agreement and the Preferred Stock Purchase Agreement are true and correct in all material respects. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Prospectus or any other document, certificate or statement furnished by or on behalf of any Loan Party to the Agents or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as supplemented from time to time prior to of the date this representation and warranty is made such statement, information, document or deemed madecertificate was so furnished, contains any untrue statement material misstatement of a material fact or omits omitted to state a material fact necessary to make the statements contained herein or therein therein, in light of the circumstances under which they were made, not misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Prospectus or in any other documents, certificates and statements furnished to the Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or written statement furnished by or on behalf of any Loan Party to the Agents Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as supplemented from time to time prior to of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as of the date of this representation and warranty is made or deemed madeAgreement), contains any untrue statement of a material fact or omits omitted to state a material fact necessary to make the statements contained herein or therein not misleading, provided, that with respect to any statement or information furnished on behalf of any Loan Party by any other Person that is not a Loan Party, the representation and warranty set forth in this Section 4.18 is limited to such Loan Party’s best knowledge. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of Holdings and the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party that could is reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents or in any other documents, certificates and statements furnished to the Agents Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or statement furnished by or on behalf of any Loan Party Investor or any Obligor to the Agents Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan DocumentsDocuments (including the Transactions), contained as supplemented from time to time prior to of the date this representation and warranty is made such statement, information, document or deemed madecertificate was so furnished, contains any untrue statement of a material fact or omits omitted to state a material fact necessary to make the statements contained herein or therein not misleading, and no other factual information furnished after the Effective Date in connection with any Loan Document by or on behalf of any Obligor to any Secured Party will contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party Obligor that could would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents or in any other documents, certificates and statements furnished to the Agents Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. (a) No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or statement furnished by or on behalf of any Loan Party of the Borrower or any Guarantor to the Agents Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as supplemented from time to time prior to of the date this representation and warranty is made such statement, information, document or deemed madecertificate was so furnished, contains any untrue statement of a material fact or omits omitted to state a material fact necessary to make the statements contained herein or therein not misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Borrower or any Loan Party Guarantor that could would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents or in any other documents, certificates and statements furnished to the Agents Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents. (b) As of the Closing Date, to the best knowledge of the Borrower, the information included in the Beneficial Ownership Certification provided on or prior to the Closing Date to any Lender in connection with this Agreement is true and correct in all respects.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished that has been or will be prepared by or on behalf under the direction of any Loan Party and made available to the Agents Administrative Agent or the Lenders, Lenders or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as supplemented from time to time prior to of the date this representation and warranty is made such statement, information, document or deemed madecertificate was so furnished, contains any untrue statement of a material fact or omits omitted to state a material fact necessary in order to make the statements contained herein or therein not misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (to the extent this representation is made as of the Closing Date, with respect to any information relating to the Target and its Subsidiaries, to the Borrower’s knowledge), other than projections, pro forma financial statements, forward-looking statements, estimates with respect to future performance and information of a general economic or industry specific nature, contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished by or on behalf of any Loan Party to the Agents Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as supplemented from time to time prior to of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum (as supplemented), as of the date of this representation and warranty is made or deemed madeAgreement), contains any untrue statement of a material fact or omits omitted to state a material fact necessary to make the statements contained herein or therein therein, taken as a whole, not misleadingmisleading in light of the circumstances under which such statements were made (giving effect to all supplements thereto). The projections and projections, pro forma financial information information, forward-looking statements and estimates with respect to future performance contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or written statement furnished by or on behalf of any Loan Party to the Agents Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as supplemented from time to time prior to of the date this representation and warranty is made such statement, information, document or deemed madecertificate was so furnished, contains any untrue statement of a material fact or omits omitted to state a material fact necessary to make the statements contained herein or therein therein, when taken as a whole, not materially misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party that could would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents or in any other documents, certificates and statements furnished to the Agents Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or statement furnished by or on behalf of any Loan Party to the Agents Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, taken as supplemented from time to time prior to a whole, contain as of the date this representation and warranty is made such statement, information, document or deemed made, contains certificate was so furnished any untrue statement of a material fact or omits omitted to state a material fact necessary to make the statements contained herein or therein not misleadingmaterially misleading in light of the circumstances when made. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. As of the date hereof, the representations and warranties contained in the Acquisition Documentation are true and correct in all material respects. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents or in any other documents, certificates and statements furnished to the Agents Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or statement furnished to the Bankruptcy Court, the Administrative Agent or the Lenders or any of them, by or on behalf of any Loan Party to the Agents or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as supplemented from time to time prior to of the date this representation and warranty is made such statement, information, document or deemed madecertificate was so furnished, contains any untrue statement of a material fact or omits omitted to state a material fact necessary in order to make the statements contained herein or therein not misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents or in any other documents, certificates and statements furnished to the Agents Bankruptcy Court or to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Form 10 Registration Statement or any other document, certificate or statement furnished to the Administrative Agent or the Lenders or any of them, by or on behalf of any Loan Party to the Agents or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as supplemented from time to time prior to of the date this representation and warranty is made such statement, information, document or deemed made, contains certificate was so furnished any untrue statement of a material fact or omits omitted to state a material fact necessary in order to make the statements contained herein or therein not misleading. The projections and pro forma PRO FORMA financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower Company to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Form 10 Registration Statement or in any other documents, certificates and statements furnished to the Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan DocumentsDocuments including, without limitation, any notice delivered pursuant to Section 5.7.

Accuracy of Information, etc. No statement or information (excluding any financial projections, pro forma financial information or projected industry data) contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other documentdocument or certificate furnished to the Administrative Agent or the Lenders or any of them, certificate or statement furnished by or on behalf of any Loan Party to the Agents or the Lenders, or any of them, Borrower for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as supplemented from time to time prior to of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as of the date of this representation Agreement) when taken as a whole and warranty is made or deemed madewhen taken together with the Borrower’s SEC filings and the offering memorandum for the Senior Notes issued on the Closing Date, contains any untrue statement of a material fact or omits omitted to state a material fact necessary in order to make the statements contained herein or therein not misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in The projected industry data concerning the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Agents Company and the Lenders for use in connection with Subsidiaries or the transactions contemplated hereby and was derived from sources believed by the other Loan DocumentsBorrower to be reasonably reliable.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished by or on behalf of any Loan Party to the Agents or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, as supplemented from time to time prior to the date this representation and warranty is made or deemed made, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower Borrowers to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished by or on behalf of any Loan Credit Party in writing to the Agents Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as supplemented from time to time prior to of the date this representation and warranty is made such statement, information, document or deemed madecertificate was so furnished, contains any untrue statement of a material fact or omits omitted to state a material fact necessary to make the statements contained herein or therein not misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower Holdings to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Credit Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished in writing to the Agents Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished by or on behalf of any Loan Party to the Agents or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, as supplemented from time to time prior to the date this representation and warranty is made or deemed made, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading. The projections and pro forma financial information contained in the 55 50 materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished to the Arranger, the Administrative Agent, the Lenders, the Bankruptcy Court or any of them, by or on behalf of any Loan Party to the Agents or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as supplemented from time to time prior to of the date this representation and warranty is made such statement, information, document or deemed madecertificate was so furnished, contains any untrue statement of a material fact or omits omitted to state a material fact necessary in order to make the statements contained herein or therein not misleadingmisleading in light of the circumstances under which such statements are made. The projections and pro forma financial information contained in the materials referenced above are Budget is based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as to the extent it relates to future events the Budget is not to be viewed as fact and that actual results during the period or periods covered by such financial information the Budget may differ from the projected results set forth therein by a material amount. There is no fact first arising after the Petition Date known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum Documents or in any other documents, certificates and statements furnished to the Agents and Arranger, the Administrative Agent or the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No written statement or information (other than the Projections and information of a general economic or general industry nature) concerning any Loan Party contained in this Agreement, any other Loan Document, the Confidential Information Memorandum Document or any other document, certificate or statement furnished by or on behalf of any Loan Party to the Agents Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as supplemented from time to time prior to of the date this representation and warranty is made such statement, information, document or deemed madecertificate was so furnished, contains any untrue statement of a material fact or omits omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading. The projections and pro forma financial information information, taken as a whole, contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the U.S. Borrower to be reasonable at the time mademade and as of the Closing Date (with respect to such projections and pro forma financial information delivered prior to the Closing Date), it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact fact, forecasts and that projections are subject to uncertainties and contingencies, actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is amount and no fact known to assurance can be given that any Loan Party that could reasonably forecast or projections will be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documentsrealized.