Common use of True and Complete Disclosure Clause in Contracts

True and Complete Disclosure. (a) All written factual information delivered by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent and the Lenders (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby and the negotiation of the Credit Documents (as modified or supplemented by other information so furnished), when taken as a whole, was true and correct in all material respects, as of the date when made and did not, taken as a whole, contain any untrue statement of a material fact as of the date when made or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made. (b) The Projections (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date made (it being understood that such Projections are as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material) and (ii) as of the Closing Date, have not been modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed in writing to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender in connection with this Agreement is true and correct in all respects.

True and Complete Disclosure. (a) All written factual information delivered by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent and the Lenders written data (other than (i) third party reports (but not the Projectionsinformation upon which such memos or reports are based on to the extent otherwise made available to the Joint Lead Arrangers), pro forma financial information(ii) the Projections (as defined below), estimates, forecasts and other (iii) forward looking information and (iv) information of a general economic nature or general industry specific nature) (the “Information”) concerning the Borrower), the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and that has been made available to any Lenders Joint Lead Arranger on or before the Administrative Agent Closing Date by a Loan Party or any of its representatives on its behalf in connection with the Transactions or the other transactions contemplated hereby and the negotiation of the Credit Documents (as modified or supplemented by other information so furnished)Transactions, when taken as a wholewhole is, was true and as of the Closing Date, correct in all material respects, as of the date respects and does not when made and did not, taken as a whole, contain any untrue statement of a material fact as of the date when made or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were madeare made (after giving effect to all supplements and updates thereto). (b) The Projections financial estimates, forecasts and other projections (icollectively, the “Projections”) and other forward looking information contained in the information materials provided to the Joint Lead Arrangers on or before the Closing Date have been prepared in good faith based upon assumptions that were believed by the Borrower applicable Loan Party to be reasonable as of at the date made (time such Projections were furnished to the Joint Lead Arrangers; it being understood that such the Projections are as to future events and are not to be viewed as facts, the projections Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Subsidiariesany Loan Party’s control, that no assurance can be given that any particular projections such Projections will be realized and that actual results during the period or periods covered by any such projections Projections may differ significantly from the projected results and such differences may be material) material and (ii) as not a guarantee of the Closing Date, have not been modified in any material respect by the Borrowerperformance. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed in writing to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the any Beneficial Ownership Certification delivered, on or prior (if any) with respect to the Closing Date, Loan Parties provided to any Lender in connection with this Agreement is true and correct in all respects.

True and Complete Disclosure. (a) All written factual information delivered (taken as a whole) heretofore or contemporaneously furnished for purposes of or in connection with this Agreement or any transaction contemplated herein by or or, to Borrower's knowledge, on behalf of the Borrower or any of its Subsidiaries Subsidiary in writing to (i) the Administrative Agent or any Bank or (ii) any Person providing information to the Administrative Agent and the Lenders (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or Bank on behalf of the foregoing Borrower or their representatives any Subsidiary is, and made available to any Lenders or the Administrative Agent in connection with the Transactions or the all other transactions contemplated hereby and the negotiation of the Credit Documents such factual information (as modified or supplemented by other information so furnished), when taken as a whole) hereafter furnished by or, was to Borrower's knowledge, on behalf of Borrower or any Subsidiary in writing to (i) the Administrative Agent or any Bank or (ii) any Person providing information to the Administrative Agent or any Bank on behalf of Borrower or any Subsidiary will be, true and correct accurate in all material respects, respects on the date as of the date when made which such information is dated or certified and did not, not incomplete by omitting to state any material fact necessary to make such information (taken as a whole, contain any untrue statement of a material fact as of the date when made or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, ) not materially misleading at such time in light of the circumstances under which such statements were made. (b) information was provided. The Projections (i) have been prepared projections contained in such materials are based on supporting estimates and assumptions believed by such Persons in good faith based upon assumptions believed by the Borrower to be reasonable at the time made as to the future financial performance of Borrower and the date made (Subsidiaries for the period covered, it being understood recognized by the Administrative Agent and the Banks that such Projections are projections as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized facts and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material) and (ii) as of the Closing Date, results. There is no fact known to Borrower or any Subsidiary which is reasonably likely to have not been modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary a Material Adverse Effect which has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed herein or in writing such other documents, certificates and statements furnished to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender Banks for use in connection with this Agreement is true and correct in all respectsthe transactions contemplated hereby.

True and Complete Disclosure. (a) All None of the written factual information delivered and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Borrower Borrower, any of the Restricted Subsidiaries or any of its Subsidiaries their respective authorized representatives to the Administrative Agent Agent, any Joint Lead Arranger and Bookrunner, and/or any Lender on or before the Lenders Closing Date for purposes of or in connection with this Agreement or any transaction contemplated herein contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (other than taken as a whole) not materially misleading at such time in light of the Projectionscircumstances under which such information or data was furnished (after giving effect to all supplements and updates), it being understood and agreed that for purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts forecasts, and other forward-looking information) or other forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby and the negotiation of the Credit Documents (as modified or supplemented by other information so furnished), when taken as a whole, was true and correct in all material respects, as of the date when made and did not, taken as a whole, contain any untrue statement of a material fact as of the date when made or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made. (b) The Projections projections (iincluding financial estimates, budgets, forecasts, and other forward-looking information) have been prepared contained in the information and data referred to in paragraph (a) above were based on good faith based upon estimates and assumptions believed by the Borrower such Persons to be reasonable as of at the date made (time made, it being understood recognized by the Lenders that such Projections are projections as to future events and are not to be viewed as facts, the projections facts and are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the SubsidiariesBorrower’s control, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material) and (ii) as of the Closing Date, have not been modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed in writing to the Administrative Agent. (d) As of the Closing Date, to the best knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, provided on or prior to the Closing Date, Date to any Lender in connection with this Agreement is true and correct in all material respects, and, as of the date delivered, the information included in each Beneficial Ownership Certification delivered pursuant to Section 9.1 is true and correct in all material respects.

True and Complete Disclosure. (a) All written factual information delivered (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Borrower Borrowers and the other Loan Parties in writing to any Lender (including, without limitation, all information contained in the M-T Acquisition Documents, the Safeline Acquisition Documents, the Basic Documents and the Confidential Memorandum) for purposes of or in connection with this Agreement or any transaction contemplated herein is (or was, on the date of its Subsidiaries to making the Administrative Agent Initial Loans), and the Lenders all other such factual information (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information and information of taken as a general economic nature or general industry naturewhole) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared furnished by or on behalf of the foregoing or their representatives and made available Borrowers in writing to any Lenders or Lender after the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby Original Closing Date was and the negotiation of the Credit Documents (as modified or supplemented by other information so furnished)will be, when taken as a whole, was true and correct accurate in all material respects, respects on the date as of the date when made which such information is dated or certified and did not, taken as a whole, contain any untrue statement of a material fact as of the date when made or omit not incomplete by omitting to state a any material fact necessary in order to make the statements contained thereinsuch information, taken as a whole, not materially misleading at such time in light of the circumstances under which such statements were made. information was provided. The projections and pro forma financial information contained in or to be contained in such materials (bincluding the pro forma balance sheet furnished pursuant to Section 5.1(l), the projections included in the Confidential Memorandum, and the budgets to be furnished pursuant to Section 7.1(c)) The Projections (i) have been prepared in are based on good faith based upon estimates and assumptions believed by the Borrower Borrowers to be reasonable as of at the date made (time made, it being understood recognized by the Lenders that such Projections are projections as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ materially from the projected results and that the Borrowers make no representation or warranty that such differences may projections, pro forma results or budgets will be material) realized. There is no fact known to either Borrower which materially and (ii) as adversely affects the business, operations, property, assets, nature of the Closing Dateassets, have not been modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilitiescondition (financial or otherwise) or prospects of US Borrower and the Subsidiaries, partnership liabilities for taxes or unusual forward or long-term commitments thattaken as a whole, in each case, have which has not been disclosed herein or in writing such other documents, certificates and written statements furnished to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender Lenders for use in connection with this Agreement is true and correct in all respectsthe transactions contemplated hereby.

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

True and Complete Disclosure. (a) All The written factual information delivered or written factual data (taken as a whole and giving effect to all public filings with the Securities and Exchange Commission made by or on behalf the Borrower and/or any Parent Entity of the Borrower Borrower) heretofore or contemporaneously furnished by Holdings, the Borrower, any of its Subsidiaries or any of their respective authorized representatives in writing to any Agent or any Lender on or before the Administrative Agent Closing Date (including all such information contained in the Public Lender Presentation (and all information incorporated by reference therein) and in the Lenders (other than the ProjectionsCredit Documents) for purposes of, pro forma financial informationor in connection with, estimates, forecasts and other forward looking information and information of a general economic nature this Agreement or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions transaction contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby and the negotiation of the Credit Documents (as modified or supplemented by other information so furnished), when taken as a whole, was true and correct in all material respects, as of the date when made and did not, taken as a whole, does not contain any untrue statement of a material fact as of the date when made or and does not omit to state a any material fact necessary in order to make the statements contained therein, such information and data (taken as a whole, whole and giving effect to all public filings with the Securities and Exchange Commission made by the Borrower and/or any Parent Entity of the Borrower) not materially misleading at such time (after giving effect to all supplements so furnished from time to time) in light of the circumstances under which such statements were madeinformation or data was furnished; it being understood and agreed that for purposes of this Section 8.8(a), such factual information and data shall not include projections (including financial estimates, forecasts and other forward-looking information), pro forma financial information or information of a general economic or industry specific nature. (b) The Projections (iprojections contained in the information and data referred to in Section 8.8(a) have been were prepared in good faith based upon assumptions believed by Holdings and the Borrower to be reasonable as of at the date made (time made; it being understood recognized by the Agents and the Lenders that such Projections projections are as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of Holdings, the Borrower and the Restricted Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material) and (ii) as of the Closing Date, have not been modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed in writing to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender in connection with this Agreement is true and correct in all respects.

True and Complete Disclosure. (a) All written factual information delivered The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower Issuer to the Indenture Trustee, the Noteholders, the Administrative Agent, each Currency Hedge Counterparty and each Interest Rate Hedge Counterparty in connection with the negotiation, preparation or delivery of this Indenture and the other Relevant Documents or included herein or therein or delivered pursuant hereto or thereto (when taken together as a whole), do not contain any untrue statement of material fact or (with respect to any offering document for any of its Subsidiaries the Notes) omit to state any material fact necessary to make the Administrative Agent and statements herein or therein not misleading. All written information furnished after the Lenders (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared date hereof by or on behalf of the foregoing or their representatives and made available Issuer to any Lenders or the Administrative Agent such parties in connection with the Transactions or this Indenture and the other Relevant Documents and the transactions contemplated hereby and thereby will be true, correct and accurate in every material respect, or (in the negotiation case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. To the extent that any information, reports, financial statements, exhibits and schedules that are furnished by or on behalf of the Credit Documents (as modified or supplemented by other information so furnished), when taken as a whole, was true and correct in all material respects, as of the date when made and did not, taken as a whole, Issuer contain any untrue statement of a material fact as or (with respect to any offering document for any of the date when made or Notes) omit to state a any material fact necessary in order to make the statements contained thereinherein or therein not misleading, taken as the Issuer shall correct, or cause to be corrected, such statement or omission. On the Closing Date and the related Series Issuance Date, there is no fact known to a whole, not materially misleading in light responsible officer of the circumstances under which such statements were made. (b) The Projections (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date made (it being understood that such Projections are as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material) and (ii) as of the Closing Date, have not been modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments Issuer that, in each caseafter due inquiry, should reasonably be expected to have a material adverse effect that has not been disclosed in writing to the Administrative Agent. (d) As of offering document for the Closing Daterelated Notes, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification deliveredRelevant Documents or in a report, on financial statement, exhibit, schedule, disclosure letter or prior other writing furnished to the Closing Date, to any Lender such parties for use in connection with this Agreement is true and correct in all respectsthe transactions contemplated hereby or thereby.

True and Complete Disclosure. (a) All written factual information delivered and ---------------------------- data (excluding projections) concerning each of Holdings and the Borrower and the transactions contemplated herein which have been prepared by Holdings and the Borrower and that have been made available to the Agent or any Lender by or on behalf of Holdings and the Borrower or any of its Subsidiaries prior to the Administrative Agent and the Lenders (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent Effective Date in connection with the Transactions Transaction or prior to the other transactions contemplated hereby Amended and Restated Credit Agreement Effective Date in connection with the negotiation of the Credit Documents (as modified or supplemented by other information so furnished)Devon Transaction, when taken as a whole, was true do not and correct in all material respects, as of the date when made and did not, taken as a whole, will not contain any untrue statement of a material fact as of the date when made or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of and all financial projections that have been prepared by Holdings and the circumstances under which such statements were made. (b) The Projections (i) Borrower and that have been made available prior to the Effective Date or prior to the Amended and Restated Credit Agreement Effective Date, as the case may be, to the Agent and/or any Lender by Holdings and the Borrower have been prepared in good faith based upon assumptions believed by Holdings and the Borrower at the time to be reasonable. Without limiting the foregoing, the Agent and each of the Lenders acknowledge that certain of the information provided to the Agent and each such Lender in respect of Holdings and the Borrower has been prepared by GH and/or its advisors and not by Holdings or the Borrower. (b) All other factual information (taken as a whole) furnished on or after the Effective Date or (in respect of the Devon Transaction) on or after the Amended and Restated Credit Agreement Effective Date by or on behalf of Holdings, the Borrower or any of their Subsidiaries in writing to the Agent or any Lender (including, without limitation, all information contained in the Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein is, and will be, true and accurate in all material respects on the date as of which such information is dated or certified and not incomplete by omitting to state any material fact necessary to make such information (taken as a whole) not misleading at such time in light of the circumstances under which such information was provided. The projections and pro forma financial information contained in such --- ----- materials are based on good faith estimates and assumptions believed by such Persons to be reasonable as of at the date made (time made, it being understood recognized by the Lenders that such Projections are projections as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized facts and that actual results during the period or periods covered by any such projections may differ from the projected results results. There is no fact known to any Credit Party which materially and adversely affects the business, operations, property, assets or condition (financial or otherwise) of any such differences may be material) Credit Party and (ii) its respective Subsidiaries, taken as of the Closing Datea whole, have not been modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary which has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed herein or in writing such other documents, certificates and statements furnished to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender Lenders for use in connection with this Agreement is true and correct in all respectsthe transactions contemplated hereby.

True and Complete Disclosure. The information (a) All written factual information delivered by or on behalf of the Borrower or any of its Subsidiaries other than projections), reports, financial statements, exhibits, disclosure letters and schedules furnished in writing to the Administrative Agent Agent, an Issuing Bank or any Bank in connection with the negotiation, preparation or delivery of this Agreement and the Lenders (other than the Projections, pro forma financial information, estimates, forecasts Loan Documents or included herein or therein or delivered pursuant hereto or thereto and other forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available Obligors (or, when prepared by any other Person, to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby and the negotiation knowledge of the Credit Documents (as modified or supplemented by other information so furnished), Borrower) when taken as a whole, was true and correct in all material respects, as of the date when made and did not, taken as a whole, whole do not contain any untrue statement of a material fact as of the date when made or omit to state a any material fact necessary in order to make the statements contained herein or therein, taken as a whole, not materially misleading in light of the circumstances under which such statements they were made. , not misleading. All written information (bother than projections) The Projections furnished after the date of this Agreement by the Obligors to the Administrative Agent, the Issuing Bank or the Banks in connection with this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby when prepared by or on behalf of the Obligors shall be, (ior, when prepared by any other person to the knowledge of the Borrower shall be) have been prepared true, complete and accurate in every material respect on the date as of which such information is stated or certified; and all projections delivered to the Administrative Agent and the Banks were based on assumptions believed in good faith based upon assumptions believed by the Borrower to be reasonable as of at the date time such projections were made (it being understood that such Projections are as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Subsidiaries, that no assurance can be given that any particular projections such assumption will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material) and (ii) as of the Closing Date, have not been modified in any material respect by the Borrower. (c) realized). As of the Closing Datedate hereof, neither the Borrower nor there is no fact known to any Restricted Subsidiary Obligor that could reasonably be expected to have a Material Adverse Effect that has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed herein, in the other Loan Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender Banks for use in connection with this Agreement is true and correct in all respectsthe transactions contemplated hereby or thereby.

True and Complete Disclosure. (a) All written factual information delivered information, taken individually or as a whole, furnished by or on behalf of the Borrower Parent or any of its Subsidiaries Borrower, in writing to the Administrative Agent or any Lender (including, without limitation, all information contained in the Documents and any financial statement) for purposes of or in connection with this Agreement, the Lenders (other than the ProjectionsCredit Documents or any transaction contemplated herein or therein is, pro forma financial and all other such factual information, estimatestaken individually or as a whole, forecasts and other forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared hereafter furnished by or on behalf of the foregoing Parent or their representatives and made available Borrower, in writing to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby and the negotiation of the Credit Documents (as modified or supplemented by other information so furnished)any Lender will be, when taken as a whole, was true and correct accurate in all material respects, as of the date when made respects and did not, taken as a whole, does not contain any untrue statement of a material fact as of the date when made or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which when made, not misleading. All projections that are part of such statements were madeinformation (including those set forth in any projections delivered subsequent to the Closing Date) are based upon good faith estimates and stated assumptions believed to be reasonable and fair as of the date made in light of conditions and facts then known and, as of such date, reflect good faith, reasonable and fair estimates of the information projected for the periods set forth therein; it is recognized by each Lender and the Administrative Agent that such projections and determinations provided by the Parent or Borrower, although reflecting the Parent’s or Borrower’s good faith projections and determinations, are not to be viewed as facts and that actual results covered by any such determination may differ from the projected results. (b) The Projections Parent has provided to each Lender a true and correct copy of each agreement, document or other instrument or information (iincluding a true, correct and complete description of any event, circumstance or arrangement) have been prepared in good faith based upon assumptions believed that would be required by Item 601 of Reg. S-K to be included as an exhibit to the Parent’s Annual Report on Form 10-K for the year ended December 31, 2010 or that would be required to be filed by the Borrower to be reasonable as of the date made (it being understood that such Projections are as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material) and (ii) as of the Closing Date, have not been modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or longParent on Form 8-term commitments thatK, in each case, have not been disclosed in writing to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information case except as included in the Beneficial Ownership Certification delivered, on Filed SEC Documents (with respect to any such matters arising prior to the date of this Agreement) or in the SEC Documents filed after the date hereof and no later than five (5) Business Days prior to the Closing Date, (with respect to any Lender such matters arising after the date of this Agreement), in connection with this Agreement is true each case including any and correct all amendments, supplements and modifications thereto, regardless of whether any such amendments, supplements or modifications would be required to be filed in all respectsany SEC Document.

True and Complete Disclosure. (a) All written factual information delivered The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the each Borrower or any of its Subsidiaries to the Administrative Agent and the Lenders (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent Lender in connection with the Transactions negotiation, preparation or delivery of this Loan Agreement and the other transactions contemplated hereby and the negotiation of the Credit Loan Documents (as modified or supplemented by other information so furnished)included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, was true and correct in all material respects, as of the date when made and did not, taken as a whole, do not contain any untrue statement of a material fact as of the date when made or or, to a Borrower’s knowledge, omit to state a any material fact necessary in order to make the statements contained herein or therein, taken as a whole, not materially misleading in light of the circumstances under which such statements they were made. (b) The Projections (i) have been prepared in good faith based upon assumptions believed , not misleading. All written information furnished after the date hereof by the or on behalf of each Borrower to be reasonable as of the date made (it being understood that such Projections are as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material) and (ii) as of the Closing Date, have not been modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed in writing to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender in connection with this Loan Agreement and the other Loan Documents and the transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is true stated or certified. There is no fact known to a Responsible Officer of a Borrower, after due inquiry, that could reasonably be expected to have a Material Adverse Effect that has been disclosed herein, in the other Loan Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Lender for use in connection with the transactions contemplated hereby or thereby. Notwithstanding anything to the contrary in this provision, in the event that (i) a Borrower discovers any information provided to Lender that contains an untrue statement of material fact or omits to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading, and (ii) such Borrower provides correct information to Lender prior to any detrimental reliance by Lender, as determined by Lender, on the uncorrected information, no violation of this provision shall have occurred in all respectsrespect of such information.

True and Complete Disclosure. (a) All written factual information delivered The information, reports, certificates, documents, financial statements, operating statements, forecasts, books, records, files, exhibits and schedules furnished by or on behalf of the Borrower or any of its Subsidiaries Seller to the Administrative Agent and the Lenders (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent Buyer in connection with the Transactions or the other transactions contemplated hereby Repurchase Documents and the negotiation of the Credit Documents (as modified or supplemented by other information so furnished)Transactions, when taken as a whole, was true and correct in all material respects(i) with respect to such items prepared by Seller, as of the date when made and did not, taken as a whole, do not contain any untrue statement of a material fact as of the date when made or omit to state a any material fact necessary in order to make the statements contained herein or therein, taken as a whole, not materially misleading in light of the circumstances under which such statements they were made. (b) The Projections (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date made (it being understood that such Projections are as to future events and are , not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material) and (ii) as of the Closing Date, have not been modified misleading in any material respect, or with respect to forecasts prepared by the Borrower. (c) As of the Closing DateSeller, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments thatwere based on reasonable estimates prepared and presented in good faith, in each case, have on the date as of which such information is stated or certified, (ii) with respect to such items prepared on behalf of Seller by third parties, to Seller’s Knowledge, do not been disclosed contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in writing to the Administrative Agent. (d) As light of the Closing Datecircumstances under which they were made, not misleading in any material respect, or with respect to forecasts prepared on behalf of Seller by third parties, to Seller’s Knowledge, were based on reasonable estimates prepared and presented in good faith, in each case, on the date as of which such information is stated or certified. All written information furnished after the date hereof by or on behalf of Seller to Buyer in connection with the Repurchase Documents and the Transactions, to the knowledge extent prepared by Seller, will be, and to the extent prepared on behalf of the BorrowerSeller by a third party, the information included will, to Seller’s Knowledge, be true, correct and complete in all material respects, or in the Beneficial Ownership Certification deliveredcase of projections to the extent prepared by Seller, will be, and to the extent prepared on behalf of Seller by a third party, will be, to Seller’s Knowledge, based on reasonable estimates prepared and presented in good faith, in each case, on the date as of which such information is stated or prior to the Closing Datecertified. This Section 7.06 shall exclude any information, to any Lender in connection with this Agreement is true and correct in all respectsdocument, agreement, report or notice prepared or delivered by or on behalf of an Underlying Obligor.

True and Complete Disclosure. (a) All written factual information delivered The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the any Borrower or any of its Subsidiaries to the Administrative Agent and the Lenders (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent Lender in connection with the Transactions negotiation, preparation or delivery of this Agreement and the other transactions contemplated hereby and the negotiation of the Credit Loan Documents (as modified or supplemented by other information so furnished)included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, was true and correct in all material respects, as of the date when made and did not, taken as a whole, do not contain any untrue statement of a material fact as of the date when made or omit to state a any material fact necessary in order to make the statements contained herein or therein, taken as a whole, not materially misleading in light of the circumstances under which such statements they were made. (b) The Projections (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of , not misleading. All written information furnished after the date made (it being understood that such Projections are as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many hereof by or on behalf of which are beyond the control of the each Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material) and (ii) as of the Closing Date, have not been modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed in writing to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on Agent or prior to the Closing Date, to any Lender in connection with this Agreement and the other Loan Documents and the financing transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable good faith estimates, on the date as of which such information is true stated or certified. There is no fact known to a Responsible Officer of any Borrower that, after due inquiry, could reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, in the other Loan Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Agent for use in connection with the financing transactions contemplated hereby or thereby. (b) The unaudited pro forma balance sheet of FCMC, dated as of the Effective Date, a copy of which has heretofore been delivered to the Administrative Agent, gives pro forma effect to the consummation of each Transfer Agreement, the initial extensions of credit made under this Agreement, and correct the payment of transaction fees and expenses related to the foregoing, all as if such events had occurred on such date (the “Pro Forma Balance Sheet”). The Pro Forma Balance Sheet has been prepared in a manner consistent with GAAP and the financial statements described in Section 7.01(a) (subject to the absence of footnotes required by GAAP and subject to normal year-end adjustments) and, made in good faith and having a reasonable basis set forth therein, presents fairly in all respectsmaterial respects the financial condition of FCMC on an unaudited pro forma basis as of the date set forth therein after giving effect to the consummation of the Transactions.

True and Complete Disclosure. (a) All written factual information delivered (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Borrower Borrowers and the other Loan Parties in writing to any Lender (including, without limitation, all information contained in the M-T Acquisition Documents, the Basic Documents and the Confidential Memorandum) for purposes of or in connection with this Agreement or any transaction contemplated herein is (or was, on the date of its Subsidiaries to making the Administrative Agent Initial Loans), and the Lenders all other such factual information (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information and information of taken as a general economic nature or general industry naturewhole) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared hereafter furnished by or on behalf of the foregoing or their representatives and made available Borrowers in writing to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby and the negotiation of the Credit Documents (as modified or supplemented by other information so furnished)Lender will be, when taken as a whole, was true and correct accurate in all material respects, respects on the date as of the date when made which such information is dated or certified and did not, taken as a whole, contain any untrue statement of a material fact as of the date when made or omit not incomplete by omitting to state a any material fact necessary in order to make the statements contained thereinsuch information, taken as a whole, not materially misleading at such time in light of the circumstances under which such statements were made. information was provided. The projections and pro forma financial information contained in or to be contained in such materials (bincluding the pro forma balance sheet furnished pursuant to Section 5.1(l), the projections included in the Confidential Memorandum, and the budgets to be furnished pursuant to Section 7.1(d)) The Projections (i) have been prepared in are based on good faith based upon estimates and assumptions believed by the Borrower Borrowers to be reasonable as of at the date made (time made, it being understood recognized by the Lenders that such Projections are projections as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ materially from the projected results and that the Borrowers make no representation or warranty that such differences may projections, pro forma results or budgets will be material) realized. There is no fact known to either Borrower which materially and (ii) as adversely affects the business, operations, property, assets, nature of the Closing Dateassets, have not been modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilitiescondition (financial or otherwise) or prospects of US Borrower and the Subsidiaries, partnership liabilities for taxes or unusual forward or long-term commitments thattaken as a whole, in each case, have which has not been disclosed herein or in writing such other documents, certificates and written statements furnished to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender Lenders for use in connection with this Agreement is true and correct in all respectsthe transactions contemplated hereby.

True and Complete Disclosure. (a) All written factual information delivered by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent and the Lenders (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby and the negotiation of the Credit Documents (as modified or supplemented by other information so furnished), when taken as a whole, was true and correct in all material respects, as of the date when made and did not, taken as a whole, contain any untrue statement of a material fact as of the date when made or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made. (b) The Projections (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date made (it being understood that such Projections are as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material) and (ii) as of the Closing Date, have not been modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, are not reflected in the financial statements delivered pursuant to Section 6(l) or have not otherwise been disclosed in writing to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification (if delivered, ) on or prior to the Closing Date, to any Lender in connection with this Agreement is true and correct in all respects.

True and Complete Disclosure. (a) All written factual information delivered The information, reports, financial statements, exhibits, schedules and certificates furnished in writing by or on behalf of any Borrower Party, Guarantor or REIT Manager to Lender in connection with the diligence of the Borrower Parties, Guarantor or any Property Manager, or the negotiation, preparation or delivery of its Subsidiaries to the Administrative Agent this Agreement and the Lenders other Facility Documents or included herein or therein or delivered pursuant hereto or thereto (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby and the negotiation of the Credit Documents (as modified or supplemented by other information so furnishedAsset Schedule), when taken as a whole, was true and correct in all material respects, as of the date when made and did not, taken as a whole, do not contain any untrue statement of a material fact as of the date when made or omit to state a any material fact necessary in order to make the statements contained herein or therein, taken as a whole, not materially misleading in light of the circumstances under which such statements they were made. (b) The Projections (i) have been prepared in good faith based upon assumptions believed , not misleading; provided that the foregoing representation solely with respect to Property Manager is hereby made to Borrowers’ knowledge, after due inquiry. All written information furnished after the date hereof by the or on behalf of any Borrower to be reasonable as of the date made (it being understood that such Projections are as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material) and (ii) as of the Closing Date, have not been modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed in writing to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender in connection with this Agreement and the other Facility Documents and the transactions contemplated hereby (other than the Asset Schedule) and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is true and correct stated or certified. There is no fact known to a Responsible Officer of a Borrower, after due inquiry, that could reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, in all respectsthe other Facility Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to Lender for use in connection with the transactions contemplated hereby or thereby. All required financial statements of Guarantor delivered to Lender pursuant to this Agreement or otherwise publicly available with respect to Guarantor are prepared in accordance with GAAP, or in connection with any SEC filings, the appropriate SEC accounting requirements.

True and Complete Disclosure. (a) All written factual information delivered by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent and the Lenders (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby and the negotiation of the Credit Documents (as modified or supplemented by other information so furnished), when taken as a whole, was true and correct in all material respects, as of the date when made and did not, taken as a whole, contain any untrue statement of a material fact as of the date when made or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made. (b) The Projections (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date made (it being understood that such Projections are as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material) and (ii) as of the Closing Date, have not been modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed in writing to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender in connection with this Agreement is true and correct in all respects.

True and Complete Disclosure. (a) All written factual information delivered by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent and the Lenders (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information estimates and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted SubsidiariesGroup Parties, the Transactions and any other transactions contemplated hereby hereby, included in the Offering Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby and the negotiation of the Credit Documents (as modified or supplemented by other information so furnished)hereby, when taken as a whole, was true and correct in all material respects, respects as of the date when made such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of the any such date when made or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made. (b) The Projections pro forma financial information and the related notes thereto included in the Offering Memorandum present fairly in all material respects the information contained therein as of the Closing Date and have been properly presented on the basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma adjustments comply as to form with the applicable accounting requirements of Rule 11-02 of Regulation S-X under the Securities Act and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements. The projections and other forward-looking information prepared by or on behalf of the Parent, the Company or any of their representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower Parent and the Company to be reasonable as of the date made (it being understood that such Projections are thereof, as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any date such projections may differ from or other forward-looking information was furnished to the projected results Lenders and such differences may be material) as of the Closing Date, and (ii) as of the Closing Date, have not been modified in any material respect by the BorrowerParent or the Company. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed in writing to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender in connection with this Agreement is true and correct in all respects.

True and Complete Disclosure. The information, reports, financial ---------------------------- statements, exhibits and schedules (aincluding the Information Memorandum, other than the information contained therein with respect to the Sellers and Cablevision) All written factual information delivered furnished in writing by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the negotiation, preparation or delivery of this Agreement and the other Loan Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. Nothing has come to the attention of the Borrower which would lead the Borrower to believe that the information contained in the Information Memorandum with respect to the Credit Agreement ---------------- -68- Sellers and Cablevision includes any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. All written information furnished after the date hereof by the Borrower and its Subsidiaries to the Administrative Agent and the Lenders (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby and the negotiation of the Credit Documents (as modified or supplemented by other information so furnished), when taken as a whole, was true and correct in all material respects, as of the date when made and did not, taken as a whole, contain any untrue statement of a material fact as of the date when made or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made. (b) The Projections (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date made (it being understood that such Projections are as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material) and (ii) as of the Closing Date, have not been modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed in writing to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender in connection with this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is true and correct stated or certified. There is no fact known to the Borrower that could have a Material Adverse Effect (other than facts affecting the cable television industry in all respects.general) that has not been disclosed herein, in the other Loan Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Lenders for use in connection with the transactions contemplated hereby or thereby. Credit Agreement ----------------

True and Complete Disclosure. (a) All written factual information delivered The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower or any of its Subsidiaries each Seller to the Administrative Agent and the Lenders (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent Buyer in connection with the Transactions negotiation, preparation or delivery of this Repurchase Agreement and the other transactions contemplated hereby and the negotiation of the Credit Facility Documents (as modified or supplemented by other information so furnished)included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, was true and correct in all material respects, as of the date when made and did not, taken as a whole, do not contain any untrue statement of a material fact as of the date when made or or, to a Seller’s knowledge, omit to state a any material fact necessary in order to make the statements contained herein or therein, taken as a whole, not materially misleading in light of the circumstances under which such statements they were made. , not misleading. All written information furnished after the date hereof by or on behalf of each Seller to the Buyer in connection with this Repurchase Agreement and the other Facility Documents and the transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (bin the case of projections) The Projections based on reasonable estimates, on the date as of which such information is stated or certified. There is no fact known to a Responsible Officer of a Seller, after due inquiry, that could reasonably be expected to have a Material Adverse Effect that has been disclosed herein, in the other Facility Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Buyer for use in connection with the transactions contemplated hereby or thereby. Notwithstanding anything to the contrary in this provision, in the event that (i) have been prepared a Seller discovers any information provided to Buyer that contains an untrue statement of material fact or omits to state any material fact necessary to make the statements herein or therein, in good faith based upon assumptions believed by the Borrower to be reasonable as light of the date made (it being understood that such Projections are as to future events and are circumstances under which they were made, not to be viewed as factsmisleading, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material) and (ii) such Seller provides correct information to Buyer prior to any detrimental reliance by Buyer, as of the Closing Date, have not been modified in any material respect determined by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed in writing to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification deliveredBuyer, on or prior to the Closing Dateuncorrected information, to any Lender no violation of this provision shall have occurred in connection with this Agreement is true and correct in all respectsrespect of such information.

True and Complete Disclosure. (ai) All written factual information delivered by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent and the Lenders (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information estimates and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted SubsidiariesGroup Parties, the Transactions and any other transactions contemplated hereby hereby, included in the Offering Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions Transactions, or the other transactions contemplated hereby and the negotiation of the Credit Documents (as modified or supplemented by other information so furnished)hereby, when taken as a whole, was true and correct in all material respects, respects as of the date when made such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made. (ii) All Information concerning the Group Parties and any other transactions contemplated by the First Amendment or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the transactions contemplated by the First Amendment, when taken as a whole, was true and correct in all material respects as of the date when made such Information was furnished to the Lenders and as of the Repricing Effective Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made. (b) The Projections pro forma financial information and the related notes thereto included in the Offering Memorandum present fairly in all material respects the information contained therein as of the Closing Date and have been properly presented on the basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma adjustments comply as to form with the applicable accounting requirements of Rule 11-02 of Regulation S-X under the Securities Act and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements. The projections and other forward-looking information prepared by or on behalf of the Parent, the Company or any of their representatives and that have been made available to any Lenders, the Administrative Agent (i) have been prepared in good faith based upon assumptions believed by the Borrower Parent and the Company to be reasonable as of the date made (it being understood that such Projections are thereof, as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any date such projections may differ from or other forward-looking information was furnished to the projected results Lenders and such differences may be material) as of the Closing Date, and (ii) as of the Closing Date, have not been modified in any material respect by the BorrowerParent or the Company. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed in writing to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender in connection with this Agreement is true and correct in all respects.

True and Complete Disclosure. (a) All written factual information delivered (excluding estimates, projections, and pro forma financial information) heretofore or contemporaneously furnished by or on behalf of the Borrower or any of its Subsidiaries in writing to any Bank or the Administrative Agent and the Lenders (other than the Projectionsfor purposes of or in connection with this Agreement, pro forma financial information, estimates, forecasts and other forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions Credit Document or any transaction contemplated hereby prepared or thereby (but limited to those delivered by the Borrower or on behalf of the foregoing or their representatives and made available its Subsidiaries to any Lenders a Bank or the Administrative Agent in connection with the Transactions such agreements and transactions in anticipation of or the other transactions contemplated hereby in connection with this amendment and the negotiation of the Credit Documents restatement) is (as modified or supplemented by other information so furnished), when taken as a whole, was ) true and correct in all material respects, respects on the date as of the date when made which such information is dated or certified and did not, taken as a whole, does not contain any untrue statement of a material fact as of the date when made or omit to state a any material fact necessary in order to make the statements contained thereintherein not misleading as of the date of this Agreement, taken as a whole, not materially misleading in light of the circumstances under which such statements they were made. All such projections, estimates, and pro forma financial information heretofore or contemporaneously furnished by the Borrower or any of its Subsidiaries were prepared in good faith on the basis of assumptions, data, information, tests, or conditions believed to be reasonable at the time such projections, estimates, and pro forma financial information were furnished. (b) The Projections All factual information (iexcluding estimates, projections, and pro forma financial information) have been prepared in good faith based upon assumptions believed furnished by the Borrower to be reasonable as of the date made (it being understood that such Projections are as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control or on behalf of the Borrower and the Subsidiaries, that no assurance can be given that or any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material) and (ii) as of the Closing Date, have not been modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed its Subsidiaries in writing to any Bank or the Administrative Agent. (d) As Agent after the Effective Date for purposes of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender in connection with this Agreement Agreement, any other Credit Document or any transaction contemplated hereby or thereby is (taken as a whole) true and correct in all respectsmaterial respects on the date as of which such information is dated or certified and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements contained therein not misleading, in light of the circumstances under which they were made. All such projections, estimates, and pro forma financial information furnished by the Borrower or any of its Subsidiaries after the Effective Date were prepared in good faith on the basis of assumptions, data, information, tests, or conditions believed to be reasonable at the time such projections, estimates, and pro forma financial information were furnished.

True and Complete Disclosure. (a) All written factual information delivered The information, reports, financial statements, exhibits and schedules, including, without limitation, the Prospectus, furnished in writing by or on behalf of the Borrower Obligors to the Administrative Agent or any Lender in connection with the negotiation, preparation or delivery of this Agreement and the other Loan Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by the Borrower and its Subsidiaries to the Administrative Agent and the Lenders (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby and the negotiation of the Credit Documents (as modified or supplemented by other information so furnished), when taken as a whole, was true and correct in all material respects, as of the date when made and did not, taken as a whole, contain any untrue statement of a material fact as of the date when made or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made. (b) The Projections (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date made (it being understood that such Projections are as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material) and (ii) as of the Closing Date, have not been modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed in writing to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender in connection with this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is true stated or certified. There is no fact known to the Borrower that could have a Material Adverse Effect that has not been disclosed herein, in the Prospectus, in the other Loan Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Lenders for use in connection with the transactions contemplated hereby or thereby. Notwithstanding anything to the contrary contained herein, with respect to (a) materials, information or other matters contained in the Prospectus relating to AMC or AMCE, (b) any information furnished to the Lenders by AMC or AMCE, (c) any information furnished to the Borrower by AMC or AMCE and correct delivered by any Obligor to the Lenders and (d) any representations and warranties by AMC or AMCE contained in all respectstheir respective estoppel certificates delivered to the Lenders, each Obligor only represents and warrants that it has received no information that would lead it to believe that any of such materials, repreentations and warranties is false or misleading in any material respect.

True and Complete Disclosure. (a) All written As of the Effective Date, and on each other date as the Administrative Agent shall designate as a date upon which any Lender or Lenders shall become a party to this Agreement pursuant to the primary syndication of the Loans -41- 48 and Commitments hereunder, all factual information delivered (taken as a whole) furnished by or on behalf of the Borrower and/or its Subsidiaries in writing to the Administrative Agent or any Lender (including, without limitation, all information contained in the Documents and the Proxy Materials) for purposes of its Subsidiaries or in connection with this Agreement, the other Credit Documents, the Transaction or any transaction contemplated herein or therein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of the Borrower in writing to any Agent or the Lead Arranger or any Lender will be, true and accurate in all material respects and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at the time such information was provided. (b) Flowers Industries' annual report on Form 10-K for the fiscal year ended at January 1, 2000 and Flowers Industries' quarterly report on Form 10-Q for the fiscal quarter ended on October 7, 2000, copies of which have been furnished by the Borrower to the Administrative Agent and the Lenders (other than the ProjectionsLenders, pro forma financial information, estimates, forecasts and other forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby and the negotiation of the Credit Documents (as modified or supplemented by other information so furnished), when taken as a whole, was true and correct in all material respectsdid not, as of the date when made respective dates such Form 10-K and did not, taken as a wholeForm 10-Q were filed with the Securities and Exchange Commission, contain any untrue statement of a material fact as of the date when made or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements they were made. (b) The Projections (i) have been prepared in good faith based upon assumptions believed , not misleading, and from the date of filing of the Flowers Industries' proxy statement with the Securities and Exchange Commission on February 22, 2001 through the date hereof, the Borrower has not filed a current report on Form 8-K with the Securities and Exchange Commission, and, as of the Effective Date, no event or condition exists which would require such filing by the Borrower pursuant to be reasonable as of the date made (it being understood that such Projections are as to future events and are not to be viewed as factsExchange Act, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by except for any such projections may differ from the projected results and such differences may be material) and (ii) as of the Closing Date, have not been modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary event or condition which has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not heretofore been disclosed in writing to the Administrative Agent. (d) As of the Closing Date, Lenders by delivery to the knowledge Lenders of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or a Form 8-K prior to the Closing Date, to any Lender in connection with this Agreement is true and correct in all respectsfiling thereof.

True and Complete Disclosure. (a) All written factual information delivered The information, reports, financial statements, exhibits, schedules and certificates furnished in writing by or on behalf of any Borrower Party, Guarantor or REIT Manager to Lender in connection with the diligence of the Borrower Parties, Guarantor or any Property Manager, or the negotiation, preparation or delivery of its Subsidiaries to the Administrative Agent this Agreement and the Lenders other Facility Documents or included herein or therein or delivered pursuant hereto or thereto (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby and the negotiation of the Credit Documents (as modified or supplemented by other information so furnishedAsset Schedule), when taken as a whole, was true and correct in all material respects, as of the date when made and did not, taken as a whole, do not contain any untrue statement of a material fact as of the date when made or omit to state a any material fact necessary in order to make the statements contained herein or therein, taken as a whole, not materially misleading in light of the circumstances under which such statements they were made. (b) The Projections (i) have been prepared in good faith based upon assumptions believed , not misleading; provided that the foregoing representation solely with respect to Property Manager is hereby made to Borrowers’ knowledge, after due inquiry. All written information furnished after the date hereof by the or on behalf of any Borrower to be reasonable as of the date made (it being understood that such Projections are as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material) and (ii) as of the Closing Date, have not been modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed in writing to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender in connection with this Agreement and the other Facility Documents and the transactions contemplated hereby (other than the Asset Schedule) and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is true stated or certified. There is no fact known to a Responsible Officer of a Borrower, after due inquiry, that could reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, in the other Facility Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to Lender for use in connection with the transactions contemplated hereby or thereby. All required financial statements of Guarantor delivered to Lender pursuant to this Agreement or otherwise publicly available with respect to Guarantor are prepared in accordance with GAAP, or in connection with any SEC filings, the appropriate SEC accounting requirements. (bb) ERISA. i. No liability under Section 4062, 4063, 4064 or 4069 of ERISA has been or is expected by Borrowers to be incurred by any Borrower or any ERISA Affiliate thereof with respect to any Plan which is a Single-Employer Plan in an amount that could reasonably be expected to have a Material Adverse Effect. ii. No Plan which is a Single-Employer Plan had any minimum required contribution under Section 430 of the Code or any required installment under Section 430(j) of the Code that was due but unpaid or underpaid as of the last day of the most recent fiscal year of such Plan ended prior to the date hereof, and correct no such plan which is subject to Section 412 of the Code failed to meet the requirements of Section 436 of the Code as of such last day. No Borrower nor any ERISA Affiliate thereof is subject to a Lien in favor of such a Plan as described in Section 430(k) of the Code or Section 303(k) of ERISA; iii. Each Plan of each Borrower and each of their ERISA Affiliates is in compliance in all respectsmaterial respects with the applicable provisions of ERISA and the Code, except where the failure to comply would not result in any Material Adverse Effect. iv. No Borrower nor any ERISA Affiliate has incurred a tax liability under Chapter 43 of the Code or a penalty under Section 502(i) of ERISA which has not been paid in full, except where the incurrence of such tax or penalty would not result in a Material Adverse Effect. v. No Borrower nor any ERISA Affiliate thereof has incurred or reasonably expects to incur any withdrawal liability under Section 4201 of ERISA as a result of a complete or partial withdrawal from a Multiemployer Plan in an amount that could reasonably be expected to have a Material Adverse Effect.

True and Complete Disclosure. (a) All written factual information delivered The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of any Obligor to any Creditor in connection with the Borrower negotiation, preparation or delivery of this Agreement and the other Credit Documents or included herein or therein or delivered pursuant hereto or thereto or set forth in the Information Memorandum, but in each case excluding all "Industry Information" (as defined in the Information Memorandum), except to the extent such Industry Information was prepared by any Company or any of its Subsidiaries Affiliate thereof and was provided to Agents by the Administrative Agent Companies for inclusion therein, forward-looking statements, projections and the Lenders (other than the Projections, all pro forma financial information, estimates, forecasts and other forward looking information and information of a general economic nature whether prior to or general industry nature) (after the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby and the negotiation of the Credit Documents (as modified or supplemented by other information so furnished)Closing Date, when taken as a whole, was true and correct in all material respectsdo not, as of the date when made and did not, taken as a wholesuch information was furnished, contain any untrue statement of a material fact as of the date when made or omit to state a material fact necessary in order to make the statements contained herein or therein, taken as a whole, not materially misleading in light of the circumstances under which such statements they were made. (b) , not materially misleading. The Projections (i) forward-looking statements, projections and pro forma financial information furnished at any time by any Obligor to any Creditor pursuant to this Agreement have been prepared in good faith based upon on assumptions and estimates believed by the Borrower to be reasonable as of at the date made (time made, it being understood recognized by the Lenders that such Projections are financial information as it relates to future events and are is not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized fact and that actual results during the period or periods covered by any such projections financial information may differ from the projected results set forth therein by a material amount and such differences may be material) and (ii) that no Obligor makes any representation as to the ability of any Company to achieve the Closing Date, have not been modified results set forth in any material respect such projections. Each Obligor understands that all such statements, representations and warranties shall be deemed to have been relied upon by the BorrowerLenders as a material inducement to make each extension of credit hereunder. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed in writing to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender in connection with this Agreement is true and correct in all respects.

True and Complete Disclosure. (a) All written factual information delivered The information, reports, ----------------------------- financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower or any of its Subsidiaries Obligor to the Administrative Agent and the Lenders any Creditor (other than the Projections, pro forma financial information, estimates, forecasts projections referred to in the following sentence and other forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and than any other transactions contemplated hereby reserve studies prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent third parties) in connection with the Transactions negotiation, preparation or delivery of this Agreement and the other transactions contemplated hereby and Credit Documents or included herein or therein or delivered pursuant hereto or thereto or pursuant to any information memorandum distributed in connection with the negotiation syndication of the Credit Documents (as modified Commitments and Loans, including all filings made with the Commission by any Company, whether prior to or supplemented by other information so furnished)after the date of this Agreement, when taken as a whole, was true and correct in all material respectsdo not, as of the date when made and did not, taken as a wholesuch information was furnished, contain any untrue statement of a material fact as of the date when made or omit to state a material fact necessary in order to make the statements contained herein or therein, taken as a whole, not materially misleading in light of the circumstances under which such statements they were made. (b) , not materially misleading. The Projections (i) projections and pro forma financial information furnished at any time by any Obligor to any Creditor pursuant to this Agreement have been prepared in good faith based upon on assumptions believed by the Borrower to be reasonable as of at the date made (time made, it being understood recognized by the Lenders that such Projections are financial information as it relates to future events and are is not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized fact and that actual results during the period or periods covered by any such projections financial information may differ from the projected results set forth therein by a material amount and such differences may be material) and (ii) no Obligor, however, makes any representation as to the ability of any Company to achieve the Closing Date, have not been modified results set forth in any material respect such projections. Borrower understands that all such statements, representations and warranties shall be deemed to have been relied upon by the Borrower. (c) Lenders as a material inducement to make each extension of credit hereunder. As of the Closing Date, neither the Borrower nor there is no fact known to any Restricted Subsidiary Obligor (other than general economic conditions, which conditions are commonly known and affect businesses generally) that could reasonably be expected to have a Material Adverse Effect that has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments thatnot been expressly disclosed herein, in each casethe other Credit Documents or in any other documents, have not been disclosed in writing certificates and statements furnished to Administrative Agent and the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender Lenders for use in connection with this Agreement is true the transactions contemplated hereby and correct in all respectsby the other Credit Documents.

True and Complete Disclosure. (a) All written factual information delivered The information, reports, ---------------------------- financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent and the Lenders (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available Company to any Lenders or the Administrative Agent Creditor in connection with the Transactions negotiation, preparation or delivery of this Agreement and the other transactions contemplated hereby and Credit Documents or included herein or therein or delivered pursuant hereto or thereto or pursuant to any information memorandum distributed in connection with the negotiation syndication of the Credit Documents (as modified Commitment and Loans, including any Transaction Document, whether prior to or supplemented by other information so furnished)after the date of this Agreement, when taken as a whole, was true and correct in all material respectsdo not, as of the date when made and did not, taken as a wholesuch information was furnished, contain any untrue statement of a material fact as of the date when made or omit to state a material fact necessary in order to make the statements contained herein or therein, taken as a whole, not materially misleading in light of the circumstances under which such statements they were made. (b) , not materially misleading. The Projections (i) projections and pro forma financial information --- ----- furnished at any time by any Company to any Creditor pursuant to this Agreement have been prepared in good faith based upon on assumptions believed by the Borrower to be reasonable as of at the date made (time made, it being understood recognized by the Lenders that such Projections are financial information as it relates to future events and are is not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized fact and that actual results during the period or periods covered by any such projections financial information may differ from the projected results set forth therein by a material amount and such differences may be material) and (ii) no Company, however, makes any representation as to the ability of Borrower or any Subsidiary to achieve the Closing Date, have not been modified results set forth in any material respect by the Borrower. (c) such projections. As of the Closing Date, neither the Borrower nor there is no fact known to any Restricted Subsidiary Company (other than general economic conditions, which conditions are commonly known and affect businesses generally) that could reasonably be expected to have a Material Adverse Effect that has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments thatnot been expressly disclosed herein, in each casethe other Credit Documents or in any other documents, have not been disclosed in writing certificates and statements furnished to Administrative Agent and the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender Lenders for use in connection with this Agreement is true the transactions contemplated hereby and correct in all respectsby the other Credit Documents.

True and Complete Disclosure. (a) All written factual information delivered and data (excluding projections) concerning each of Parent, OpCo and their respective Subsidiaries and the transactions contemplated herein which have been prepared by Parent and OpCo and that have been made available to the Administrative Agent or any Lender by or on behalf of the Borrower or any of its Subsidiaries Parent and OpCo prior to the Administrative Agent and the Lenders (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent Second Restatement Effective Date in connection with the Transactions or the other transactions contemplated hereby and the negotiation of the Credit Documents (as modified or supplemented by other information so furnished)herein, when taken as a whole, was true do not and correct in all material respects, as of the date when made and did not, taken as a whole, will not contain any untrue statement of a material fact as of the date when made or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light misleading, provided that as to any such information that is specified as having been supplied by third parties other than third parties that are Affiliates of the circumstances under which Borrowers at the time such statements were made. (b) The Projections (i) information is supplied, Parent and OpCo represent only that they are not aware of any material misstatement therein or omission therefrom. All financial projections that have been prepared by Parent and OpCo and that have been made available prior to the Second Restatement Effective Date to the Administrative Agent and/or any Lender by Parent and OpCo have been prepared in good faith based upon assumptions believed by Parent and OpCo at the Borrower time to be reasonable. (b) All other factual information (taken as a whole) furnished on or after the Second Restatement Effective Date by or on behalf of Parent, OpCo or any of their respective Subsidiaries in writing to the Administrative Agent or any Lender (including, without limitation, all information contained in the Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein is, and will be, true and accurate in all material respects on the date as of which such information is dated or certified and not incomplete by omitting to state any material fact necessary to make such information (taken as a whole) not misleading at such time in light of the circumstances under which such information was provided. The projections and pro forma financial information contained in such materials are based on good faith estimates and assumptions believed by such Persons to be reasonable as of at the date made (time made, it being understood recognized by the Lenders that such Projections are projections as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized facts and that actual results during the period or periods covered by any such projections may differ from the projected results results. There is no fact known to any Credit Party which materially and adversely affects the business, operations, property, assets or condition (financial or otherwise) of any such differences may be material) Credit Party and (ii) its respective Subsidiaries, taken as of the Closing Datea whole, have not been modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary which has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed herein or in writing such other documents, certificates and statements furnished to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender Lenders for use in connection with this Agreement is true and correct in all respectsthe transactions contemplated hereby.

True and Complete Disclosure. (a) All written factual information delivered by on or on behalf of the Borrower or any of its Subsidiaries prior to the Administrative Agent and the Lenders Closing Date (other than the Projections, pro forma financial information, estimates, forecasts (i) the Projections and other forward looking information (ii) estimates and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby Loan Parties prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby and the negotiation of the Credit Documents (as modified or supplemented by other information so furnished), when taken as a whole, was true and correct in all material respects, as of the date when made Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of the date when made Closing Date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made. (b) The Projections (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date made thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections are were furnished to the Lenders (with respect to any such Projections provided prior to the Closing Date) and as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material) Closing Date and (ii) as of the Closing Date, have not been modified in any material respect by the Borrower. (c) As All reports, financial statements, certificates and other written information (other than estimates and information of a general economic nature or general industry nature) prepared by or on behalf of the Closing Date, neither the Borrower nor or any Restricted Subsidiary has of its Subsidiaries or their representatives and made available to any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes Lender or unusual forward or long-term commitments that, in each case, have not been disclosed in writing to the Administrative AgentAgent in connection with this Agreement or under any other Loan Document or the transactions contemplated hereby or thereby (as modified or supplemented by other information so furnished), when taken as a whole, was true and correct in all material respects, as of the date furnished and did not, taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender in connection with this Agreement is true and correct in all respects.

True and Complete Disclosure. (a) All None of the written factual information delivered and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Borrower, any of the Subsidiaries of the Borrower or any of their respective authorized representatives to the Administrative Agent, any Joint Lead Arranger and/or any Lender on or before the Closing Date (including all such information and data contained in the Credit Documents) regarding the Borrower and its Restricted Subsidiaries in connection with the Transactions for purposes of or in connection with this Agreement or any transaction contemplated herein contained any untrue statement of any material 147 fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished and such information was, when furnished on or prior to the Closing Date, when taken as a whole after giving effect to all supplements and updates provided thereto, accurate in all material respects (it being understood, for the avoidance of doubt, that none of the Borrower or any of its Subsidiaries shall be required to update any such information following the Administrative Agent Closing Date), it being understood and the Lenders agreed that for purposes of this Section 8.8(a), such factual information and data shall not include projections or estimates (other than the Projectionsincluding financial estimates, forecasts, pro forma financial information, estimatesbudgets, forecasts and other forward forward-looking information), other forward-looking information and or statements regarding future condition or operations, or information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby and the negotiation of the Credit Documents (as modified or supplemented by other information so furnished), when taken as a whole, was true and correct in all material respects, as of the date when made and did not, taken as a whole, contain any untrue statement of a material fact as of the date when made or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made. (b) The Projections (i) have been prepared As of the Closing Date, the projections contained in the Lender Presentation are based upon good faith based upon estimates and assumptions believed by the Borrower to be reasonable as of at the date made (time made, it being understood recognized by the Agents, Joint Lead Arrangers and the Lenders that such Projections are as to future events projections, forward-looking statements, estimates and pro forma financial information are not to be viewed as factsfacts or a guarantee of performance, the projections and are subject to significant uncertainties material contingencies and contingenciesassumptions, many of which are beyond the control of the Borrower and the SubsidiariesCredit Parties, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections projections, forward-looking statements, estimates and pro forma financial information may differ materially from the projected results and such differences may be material) and (ii) as of the Closing Date, have not been modified in any material respect by the Borrowerresults. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed in writing to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender in connection with this Agreement is true and correct in all respects.

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

True and Complete Disclosure. The Applicant hereby certifies as follows: (ai) All written factual information delivered The information, reports, financial statements, exhibits and schedules furnished by or on behalf of the Borrower Applicant or any of its Subsidiaries to the Administrative Agent and the Lenders (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf subsidiary of the foregoing Applicant to DOE, FFB or their respective designees, agents or representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions negotiation, preparation or delivery of this Conditional Commitment Letter, including the other transactions contemplated hereby and the negotiation of the Credit Documents (as modified Term Sheet, or supplemented by other information so furnished)included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, was true and correct do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in all light of the circumstances under which they were made, not misleading in any material respectsrespect (it being understood that in the case of projections, such projections are based on estimates which are reasonable as of the date such projections are stated or certified). (ii) The Application, taken together with all other written information furnished to DOE, FFB or their respective designees, agents or representatives by or on behalf of the Applicant or any subsidiary of the Applicant for use in connection with the negotiation and execution of the Conditional Commitment Letter, including the Term Sheet, and the closing of the transactions contemplated hereby, when made and did not, taken as a whole, do not contain any untrue statement of a material fact as of the date when made or omit to state a any material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements they were made. , not misleading in any material respect (b) The Projections (i) have been prepared it being understood that in good faith the case of projections, such projections are based upon assumptions believed by the Borrower to be on estimates which are reasonable as of the date made such projections are stated or certified). (iii) All information furnished after the date hereof by or on behalf of the Applicant or any subsidiary of the Applicant to DOE, FFB or their respective designees, agents or representatives in connection with the Conditional Commitment Letter, including the Term Sheet, the Definitive Agreements and the Information Certificate in the form submitted to DOE by the Applicant (the “Information Certificate”) and the transactions contemplated hereby and thereby, when taken together with the material referred to in clauses (i) and (ii) above, taken as a whole, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading in any material respect (it being understood that in the case of projections, such Projections are as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of based on estimates which are beyond the control of the Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material) and (ii) reasonable as of the Closing Date, have not been modified in any material respect by the Borrowerdate such projections are stated or certified). (civ) As There is no fact known to the Chief Executive Officer, President, Chief Accounting Officer, Chief Financial Officer, Treasurer or Assistant Treasurer (each a “Responsible Officer”) of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments Applicant that, in each caseafter due inquiry, could reasonably be expected to have a Material Adverse Effect that has not been disclosed herein or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on DOE or prior to the Closing Date, to any Lender FFB for use in connection with this Agreement is true and correct in all respectsthe transactions contemplated hereby.

True and Complete Disclosure. (a) All None of the written factual information (whether delivered before or after the date of this Agreement) prepared by or on behalf of the Borrower or any of its Subsidiaries Restricted Subsidiary and furnished to the Administrative Agent and or the Lenders for purposes of or in connection with this Agreement, any other Credit Document or any transaction contemplated hereby or thereby (other than the Projections, pro forma financial informationprojections, estimates, forecasts and other forward looking information and information of a general economic nature or general industry naturebudgets) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby and the negotiation of the Credit Documents (as modified or supplemented by other information so furnished), when taken as a whole, was true and correct in all material respectscontain, as of the date when made and did notsuch information was furnished (or, taken if such information expressly related to a specific date, as a wholeof such specific date), contain any untrue statement material misstatement of a material fact or omit to state, as of the date when made or omit such information was furnished (or, if such information expressly related to state a specific date, as of such specific date), any material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements they were made. (b) The Projections (i) have , not misleading. There is no fact known to any Responsible Officer of the Borrower or any Restricted Subsidiary on the date of this Agreement that has not been prepared disclosed to the Administrative Agent that could reasonably be expected to result in good faith based upon assumptions believed a Material Adverse Effect. All projections, estimates, budgets and pro forma financial information furnished by the Borrower to be reasonable as of the date made (it being understood that such Projections are as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material) and (ii) as of the Closing Date, have not been modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes (or unusual forward or long-term commitments that, in each case, have not been disclosed in writing on behalf of such Persons) to the Administrative Agent. (d) As Agent or the Lenders for purposes of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender in connection with this Agreement is true Agreement, any other Credit Document or any transaction contemplated hereby or thereby (whether delivered before or after the date of this Agreement), were or will be prepared on the basis of assumptions believed to be reasonable at the time such projections, estimates, and correct pro forma financial information were furnished; provided however, that such projections are or will be based only on management’s reasonable belief at the time that such projections were prepared and in all respectsno case shall any of such projections be considered to be representations or assurances with respect to future performance.

True and Complete Disclosure. (a) All written factual None of the exhibits, schedules, ---------------------------- balance sheets, income or cash flow statements, reports, budgets, plans or other financial, operating or other information delivered heretofore furnished or hereafter to be furnished by or on behalf of the Borrower Company or any of its Subsidiaries to the Administrative Agent and the Lenders (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions negotiation, preparation, delivery or administration of this Agreement or any of the other transactions contemplated hereby and the negotiation of the Credit Loan Documents (as modified or supplemented by other information so furnished)included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, was true and correct in all material respects, as of the date when made and did not, taken as a whole, or will contain any untrue statement of a material fact as of the date when made or omit to state a any material fact necessary in order to make the statements contained therein, taken as a whole, herein or therein not materially misleading in light of the circumstances under which such statements misleading. Such materials were made. (b) The Projections (i) have been and will continue to be prepared and submitted in good faith based upon assumptions believed by and without any intent to mislead or defraud the Borrower Administrative Agent or any of the Lenders. All written information (other than projections) heretofore furnished or hereafter to be reasonable as furnished by or on behalf of the date made (it being understood that such Projections are as to future events Company and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material) and (ii) as of the Closing Date, have not been modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed in writing to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender its Subsidiaries in connection with this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby was and shall continue to be accurate, current and complete in every material respect on the date as of which such information was or will be stated or certified for the periods reflected therein, presented and will continue to present fairly the subjects intended to be covered thereby and has been and shall continue to be prepared in accordance with generally accepted accounting principles, consistently applied. All projections heretofore furnished or hereafter to be furnished by or on behalf of the Company and its Subsidiaries in connection with this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby have been and will continue to be, except as noted therein, based on estimates and assumptions believed in good faith by the Company's management to be reasonable and achievable. There is true no fact known to the Company that could (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect that has not been disclosed herein or in any of the other Loan Documents or in a written disclosure letter attached as an exhibit or schedule hereto or to any of the other Loan Documents. There have not been any and correct there will continue to be no obligations, liabilities, indebtedness (including, without limitation, contingent liabilities), facts or circumstances which are or might be material to the Collateral, or to the Properties, financial condition or affairs of the Company or any of its Subsidiaries or any Obligor which have not and will continue to have not been accurately and completely reflected in all respectssuch delivered materials; and no materially adverse change with respect to any of the information set forth therein has or will have occurred since the respective dates of their last delivery without first having been conspicuously disclosed in writing to and receipt thereof acknowledged in writing by the Administrative Agent.

True and Complete Disclosure. The information (a) All written factual information delivered other than projections), reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower Obligors to the Administrative Agent or any Lender in connection with the negotiation, preparation or delivery of its Subsidiaries this Agreement and the other Basic Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All projections furnished by or on behalf of the Obligors in writing to the Administrative Agent or any Lender for purposes of or in connection with this Agreement or the transactions contemplated hereby were prepared by the Company in good faith based on assumptions determined to be reasonable by the Company under the then existing facts and circumstances. All written information furnished after the date hereof by any Obligor to the Administrative Agent and the Lenders (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby and the negotiation of the Credit Documents (as modified or supplemented by other information so furnished), when taken as a whole, was true and correct in all material respects, as of the date when made and did not, taken as a whole, contain any untrue statement of a material fact as of the date when made or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made. (b) The Projections (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date made (it being understood that such Projections are as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material) and (ii) as of the Closing Date, have not been modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed in writing to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender in connection with this Agreement and the other Basic Documents and the transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable assumptions, on the date, and under the facts and circumstances, as of which such information is true and correct stated or certified. There is no fact actually known to any Obligor that could have a Material Adverse Effect that has not been disclosed herein, in all respectsthe other Basic Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Lenders for use in connection with the transactions contemplated hereby or thereby.

True and Complete Disclosure. (a) All written factual As supplemented to the date hereof, all information delivered (taken as a whole) (excluding (x) the Projections furnished to the Lenders prior to the date hereof, which are covered below in Section 6.9(b) and (y) the historical financial statements furnished to the Lenders prior to the date hereof, which are covered below in Section 6.10(b)) furnished by or on behalf of Holdings or the Borrower in writing to any Agent or any Lender for purposes of its Subsidiaries to or in connection with this Agreement or the Administrative Agent Transaction does not, and the Lenders all other such factual information (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information and information of taken as a general economic nature or general industry naturewhole) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared hereafter furnished by or on behalf of Holdings or the foregoing or their representatives and made available Borrower in writing to any Lenders Agent or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby and the negotiation of the Credit Documents (as modified or supplemented by other information so furnished), when taken as a whole, was any Lender will be true and correct in all material respects, respects on the date as of the date when made which such information is dated or certified and did not, not incomplete by omitting to state any fact necessary to make such information (taken as a whole, contain ) not misleading in any untrue statement of a material fact as of the date when made or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading respect at such time in light of the circumstances under which such statements were madeinformation was provided. (b) The Projections (i) have been prepared in by the Borrower prior to the date hereof and furnished to the Lenders were prepared based on good faith based upon estimates and assumptions believed by the Borrower to be reasonable as of at the date made (time made, it being understood recognized by the Lenders that such Projections are projections as to future events and are not to be viewed as factsfacts and necessarily were based upon numerous assumptions with respect to industry performance, the projections are subject to significant uncertainties general business and contingencieseconomic and competitive conditions and uncertainties, many of taxes and other matters which are beyond the control of Holdings, the Borrower and the Borrower's Subsidiaries, such that there can be no assurance can be given that any particular such projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material) and (ii) as of the Closing Date, have not been modified in any material respect by the Borrowerresults. (c) As of the Closing Restatement Effective Date, neither there is no fact known to any Credit Party (other than matters of general economic, political or social nature) which materially and adversely affects the business, property, assets, liabilities, financial condition or prospects of the Borrower nor any Restricted Subsidiary and its Subsidiaries taken as a whole which has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed herein or in writing such other documents, certificates and statements furnished to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender Lenders for use in connection with this Agreement is true and correct in all respectsthe transactions contemplated hereby.

True and Complete Disclosure. (a) All written factual information delivered and data (excluding projections) concerning each of Holdings and the Borrower and its Subsidiaries and the transactions contemplated herein which have been prepared by Holdings and the Borrower and that have been made available to the Administrative Agent or any Lender by or on behalf of Holdings and the Borrower or any of its Subsidiaries prior to the Administrative Agent and the Lenders (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent Effective Date in connection with the Transactions or the other transactions contemplated hereby and herein (including the negotiation of the Credit Documents (as modified or supplemented by other information so furnishedConfidential Information Memorandum), when taken as a whole, was true do not and correct in all material respects, as of the date when made and did not, taken as a whole, will not contain any untrue statement of a material fact as of the date when made or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light misleading, provided that as to any such information that is specified as having been supplied by third parties other than third parties that are Affiliates of the circumstances under which Borrower at the time such statements were made. (b) The Projections (i) information is supplied, Holdings and the Borrower represent only that it is not aware of any material misstatement therein or omission therefrom. All financial projections that have been prepared by Holdings and the Borrower and that have been made available prior to the Effective Date to the Administrative Agent and/or any Lender by Holdings and the Borrower have been prepared in good faith based upon assumptions believed by Holdings and the Borrower at the time to be reasonable. (b) All other factual information (taken as a whole) furnished on or after the Effective Date by or on behalf of Holdings, the Borrower or any of their Subsidiaries in writing to the Administrative Agent or any Lender (including, without limitation, all information contained in the Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein is, and will be, true and accurate in all material respects on the date as of which such information is dated or certified and not incomplete by omitting to state any material fact necessary to make such information (taken as a whole) not misleading at such time in light of the circumstances under which such information was provided. The projections and pro forma financial information contained in such materials are based on good faith estimates and assumptions believed by such Persons to be reasonable as of at the date made (time made, it being understood recognized by the Lenders that such Projections are projections as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized facts and that actual results during the period or periods covered by any such projections may differ from the projected results results. There is no fact known to any Credit Party which materially and adversely affects the business, operations, property, assets or condition (financial or otherwise) of any such differences may be material) Credit Party and (ii) its respective Subsidiaries, taken as of the Closing Datea whole, have not been modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary which has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed herein or in writing such other documents, certificates and statements furnished to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender Lenders for use in connection with this Agreement is true and correct in all respectsthe transactions contemplated hereby.

True and Complete Disclosure. (a) All None of the written factual information delivered and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Borrower, any of the Subsidiaries of the Borrower or any of their respective authorized representatives to the Administrative Agent, any Joint Lead Arranger and/or any Lender on or before the Closing Date (including all such information and data contained in the Credit Documents) regarding the Borrower and its Restricted Subsidiaries in connection with the Transactions for purposes of or in connection with this Agreement or any transaction contemplated herein contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished and such information was, when furnished on or prior to the Closing Date, when taken as a whole after giving effect to all supplements and updates provided thereto, accurate in all material respects (it being understood, for the avoidance of doubt, that none of the Borrower or any of its Subsidiaries shall be required to update any such information following the Administrative Agent Closing Date), it being understood and the Lenders agreed that for purposes of this Section 8.08(a), such factual information and data shall not include projections or estimates (other than the Projectionsincluding financial estimates, forecasts, pro forma financial information, estimatesbudgets, forecasts and other forward forward-looking information), other forward- looking information and or statements regarding future condition or operations, or information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby and the negotiation of the Credit Documents (as modified or supplemented by other information so furnished), when taken as a whole, was true and correct in all material respects, as of the date when made and did not, taken as a whole, contain any untrue statement of a material fact as of the date when made or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made. (b) The Projections (i) have been prepared As of the Closing Date, the projections contained in the Lender Presentation are based upon good faith based upon estimates and assumptions believed by the Borrower to be reasonable as of at the date made (time made, it being understood recognized by the Agents, Joint Lead Arrangers and the Lenders that such Projections are as to future events projections, forward-looking statements, estimates and pro forma financial information are not to be viewed as factsfacts or a guarantee of performance, the projections and are subject to significant uncertainties material contingencies and contingenciesassumptions, many of which are beyond the control of the Borrower and the SubsidiariesCredit Parties, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material) and (ii) as of the Closing Date, have not been modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed in writing to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender in connection with this Agreement is true and correct in all respects.any

True and Complete Disclosure. (a) All written factual information delivered (taken as a ---------------------------- whole) heretofore or contemporaneously furnished by or on behalf of Holding or the Borrower in writing to the Agent or any of its Subsidiaries Lender delivered to the Administrative Agent and the Lenders for purposes of or in connection with this Credit Agreement or the Transaction does not, and all other such factual information (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information and information of taken as a general economic nature or general industry naturewhole) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared hereafter furnished by or on behalf of the foregoing or their representatives and made available to any Lenders Holding or the Administrative Borrower in writing to the Agent in connection with the Transactions or the other transactions contemplated hereby and the negotiation of the Credit Documents (as modified or supplemented by other information so furnished), when taken as a whole, was true and correct in all material respectsany Lender will not, as of the date when made and did not, taken as a wholeof which such information is dated or certified, contain any untrue statement of a material fact as of the date when made or omit to state a any material fact necessary in order to make the statements contained therein, such information (taken as a whole) not misleading as of such time, not materially misleading in each case in light of the circumstances under which such statements were made.information was provided, it being understood and agreed that for the purposes of this Section 6.9, such factual information shall not include projections and pro forma financial information. --- ----- (b) The Projections projections and pro forma financial information contained in the --- ----- factual information referred to in clause (ia) have been prepared in above are based on good faith based upon estimates and assumptions believed by the Borrower to be reasonable as of at the date made (time made, it being understood recognized by the Lenders that such Projections are projections as to future events and are not to be viewed as factsfacts and necessarily were based upon numerous assumptions with respect to industry performance, the projections are subject to significant uncertainties general business and contingencieseconomic and competitive conditions and uncertainties, many of taxes and other matters which are beyond the control of Holding, the Borrower and the Borrower's Subsidiaries, such that there can be no assurance can be given that any particular such projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material) and (ii) as of the Closing Date, have not been modified in any material respect by the Borrowerresults. (c) As of the Closing Restatement Effective Date, neither there is no fact known to any Credit Party (other than matters of general economic, political or social nature) which materially and adversely affects the business, property, assets, liabilities, financial condition or prospects of the Borrower nor any Restricted Subsidiary and its Subsidiaries taken as a whole which has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed herein or in writing such other documents, certificates and statements furnished to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender Lenders for use in connection with this Agreement is true and correct in all respectsthe transactions contemplated hereby.

True and Complete Disclosure. (a) All None of the written factual information delivered (taken as a whole) concerning the Borrower, the Acquired Companies, their respective Restricted Subsidiaries and their respective businesses heretofore or contemporaneously furnished by or on behalf of the Borrower Borrower, the Acquired Companies or any of its the Restricted Subsidiaries or any of their respective authorized representatives, to the Administrative Agent Agent, the Joint Lead Arrangers and Bookrunners, and/or any Lender on or before the Lenders Closing Date (other than the Projectionsfinancial projections relating to Holdings, pro forma financial informationthe Borrower, the Acquired Companies and their respective 154 subsidiaries, estimates, forecasts and budgets and other forward forward-looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby and the negotiation of the Credit Documents (as modified or supplemented by other information so furnished), when taken as a whole, was true and correct in all material respects, as of the date when made and did not, taken as a whole, contain contained any untrue statement of a material fact as of the date when made or omit omitted to state a material fact necessary in order to make the statements contained therein, therein (taken as a whole, ) not materially misleading in light of the circumstances under which such statements were are made, as supplemented and updated from time to time; it being understood and agreed that for purposes of this Section 8.8(a), such factual information and data shall not include financial projections relating to Holdings, the Borrower, the Acquired Companies and their respective Subsidiaries, including financial estimates, forecasts, budgets and other forward looking information and information of a general economic or industry nature. (b) The Projections (i) have been financial projections relating to Holdings, the Borrower, the Acquired Companies and their respective subsidiaries contained in the Confidential Information Memorandum, including financial estimates, forecasts, budgets and other forward looking projections contained therein, were prepared in good faith based upon assumptions believed by the Borrower to be reasonable as at the time of delivery thereof based on information provided by the date made (Acquired Companies or their respective representatives; it being understood that such Projections are as to future events and are not to be viewed as facts, the financial projections described in this clause (b) (i) are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the SubsidiariesBorrower, that no assurance can be given that any particular projections will be realized and realized, that actual results during the period or periods covered by any such projections may differ from the projected results and that such differences may be material) material and (ii) as are not a guarantee of the Closing Date, have not been modified in any material respect by the Borrowerperformance. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed in writing to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender in connection with this Agreement is true and correct in all respects.

True and Complete Disclosure. (a) All written factual information delivered by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent and the Lenders (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information estimates and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby and the negotiation of the Credit Documents (as modified or supplemented by other information so furnished), when taken as a whole, was true and correct in all material respects, as of the date when made and did not, taken as a whole, contain any untrue statement of a material fact as of the date when made or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made. (b) The Projections (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date made thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections are as were furnished to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material) Lenders and (ii) as of the Closing Date, have not been modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed in writing to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender in connection with this Agreement is true and correct in all respects.

True and Complete Disclosure. (a) All written factual information delivered by information, documentation or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent and the Lenders (materials other than the Projections, pro forma financial information, projections (including financial estimates, forecasts and other forward forward-looking information and information of a general economic nature or general industry natureinformation) (such information, documentation or materials other than financial projections, the “Information”) concerning provided directly or indirectly by the BorrowerSeller, the Restricted SubsidiariesAcquired Business, Holdings or any Credit Party to the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or Lead Arrangers, the Administrative Agent and/or the Lenders in connection with the Transactions or the other transactions contemplated hereby and the negotiation of the Credit Documents (as modified or supplemented by other information so furnished)Transactions, when taken as a whole, was true and correct in all material respects, respects as of the date when made such Information was furnished to the Lead Arrangers, the Administrative Agent and/or the Lenders and as of the Closing Date (with respect to Information provided prior to the Closing Date) and did not, taken as a whole, contain any untrue statement of a material fact as of the any such date when made or omit to state a material fact necessary as of any such date in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made. (b) The Projections financial projections and estimates that have been made available to the Lead Arrangers, any Lenders or the Administrative Agent by or on behalf of the Acquired Business or the Borrowers in connection with the Transactions (i) have been prepared in good faith based upon assumptions believed by the Borrower preparer thereof to be reasonable as of the date made thereof (it being understood and agreed that such Projections are as to future events and financial projections are not to be viewed as facts, the projections are subject to significant uncertainties a guarantee of financial performance and contingencies, many of which are beyond the control of the Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results financial projections and such differences may be material), as of the date such projections or estimates were furnished to the Lenders (with respect to any such projections or estimates provided prior to the Closing Date) and as of the Closing Date and (ii) as of the Closing Date, have not been modified in any material respect by the Borrower. (c) As Borrowers. The Audited Financial Statements and Unaudited Financial Statements with respect to each of Holdings and the Acquired Business, as applicable, present fairly, in all material respects, the consolidated financial position and results of Holdings or the Acquired Business, as applicable, as of the Closing Dateapplicable date and for the applicable period (and, neither for the Borrower nor any Restricted Subsidiary has avoidance of doubt, do not include any material Indebtednessoperations or cash flows that are not conducted by or attributable to Holdings or the Acquired Business, any material guarantee obligationsas applicable, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed in writing to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or immediately prior to the Closing Date) in accordance with GAAP; provided, however, that the Unaudited Financial Statements with respect to any Lender each of Holdings and the Acquired Business are subject to normal year-end adjustments and lack footnotes and other presentation items. The Audited Financial Statements and the Unaudited Financial Statements with respect to each of Holdings and the Acquired Business reflect the consistent application of GAAP throughout all periods identified therein, except as disclosed in connection with this Agreement is true and correct in all respectsthe notes to such statements.

True and Complete Disclosure. (a) All written factual information delivered The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent and the Lenders (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available Obligor to any Lenders or the Administrative Agent Creditor in connection with the Transactions negotiation, preparation or delivery of this Agreement and the other transactions contemplated hereby and Credit Documents or included herein or therein or delivered pursuant hereto or thereto or pursuant to any information memorandum distributed in connection with the negotiation syndication of the Credit Documents (as modified Commitments and Loans, including all filings made with the Commission by Borrower or supplemented by other information so furnished)any Company but in each case excluding all projections, whether prior to or after the date of this Agreement, when taken as a whole, was true and correct in all material respectsdo not, as of the date when made and did not, taken as a wholesuch information was furnished, contain any untrue statement of a material fact as of the date when made or omit to state a material fact necessary in order to make the statements contained herein or therein, taken as a whole, not materially misleading in light of the circumstances under which such statements they were made. (b) , not materially misleading. The Projections (i) projections and pro forma financial information furnished at any time by any Obligor to any Creditor pursuant to this Agreement have been prepared in good faith based upon on assumptions believed by the Borrower to be reasonable as of at the date made (time made, it being understood recognized by the Lenders that such Projections are financial information as it relates to future events and are is not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized fact and that actual results during the period or periods covered by any such projections financial information may differ from the projected results set forth therein by a material amount and such differences may be material) and (ii) no Obligor, however, makes any representation as to the ability of any Company to achieve the Closing Date, have not been modified results set forth in any material respect such projections. Each Obligor understands that all such statements, representations and warranties shall be deemed to have been relied upon by the BorrowerLenders as a material inducement to make each extension of credit hereunder. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed in writing to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender in connection with this Agreement is true and correct in all respects.

True and Complete Disclosure. The information, reports, financial statements, exhibits and schedules (aother than projections) All written factual information delivered furnished in writing by or on behalf of the Borrower Company to any Agent or any of its Subsidiaries to the Administrative Agent and the Lenders (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent Lender in connection with the Transactions negotiation, preparation or delivery of this Agreement and the other transactions contemplated hereby and the negotiation of the Credit Documents or included herein or therein or delivered pursuant hereto or thereto (as modified or supplemented by other information so furnishedthan projections), when taken as a whole, was true and correct in all material respects, as of whole (together with the date when made and did not, taken as a whole, Information Memorandum) do not contain any untrue statement of a material fact as of the date when made or omit to state a any material fact necessary in order to make the statements contained herein or therein, taken as a whole, not materially misleading in light of the circumstances under which such statements they were made. (b) , not misleading. The Projections (i) projections, estimates and/or pro forma financial statements furnished by or on behalf of the Company to the Agents or any Lender in connection with the negotiation, execution and delivery of this Agreement and the other Credit Documents or included herein or therein or delivered pursuant hereto or thereto, have been prepared by the Company in good faith based upon on the basis of information and assumptions that the Company believed by the Borrower to be reasonable as of the date made (it being understood that of such Projections are as information. All written information furnished after the date hereof by the Company and its Subsidiaries to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower Agents and the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material) and (ii) as of the Closing Date, have not been modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed in writing to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender Lenders in connection with this Agreement and the other Credit Documents and the transactions contemplated hereby and thereby will not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (in the case of projections, estimates and pro forma financial statements) will be prepared in good faith on the basis of information and assumptions believed by the Company to be reasonable as of the date of such information. There is true and correct no fact known to the Company that could reasonably be expected to result in all respectsa Material Adverse Effect that has not been disclosed herein, in the other Credit Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Lenders for use in connection with the transactions contemplated hereby or thereby. Notwithstanding anything in this Section 7.14 to the contrary, no representation is made in this Section 7.14 with respect to Section 4 or Appendix D of the Information Memorandum.

True and Complete Disclosure. (a) All written factual information delivered The information, reports, ---------------------------- financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower or any of its Subsidiaries Obligor to the Administrative Agent and the Lenders any Creditor (other than the Projections, pro forma financial information, estimates, forecasts projections referred to in the following sentence and other forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and than any other transactions contemplated hereby reserve studies prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent third parties) in connection with the Transactions negotiation, preparation or delivery of this Agreement and the other transactions contemplated hereby and Credit Documents or included herein or therein or delivered pursuant hereto or thereto or pursuant to any information memorandum distributed in connection with the negotiation syndication of the Credit Documents (as modified Commitments and Loans, including all filings made with the Commission by any Company, whether prior to or supplemented by other information so furnished)after the date of this Agreement, when taken as a whole, was true and correct in all material respectsdo not, as of the date when made and did not, taken as a wholesuch information was furnished, contain any untrue statement of a material fact as of the date when made or omit to state a material fact necessary in order to make the statements contained herein or therein, taken as a whole, not materially misleading in light of the circumstances under which such statements they were made. (b) , not materially misleading. The Projections (i) projections and pro forma financial information furnished at any time by any Obligor to any Creditor pursuant to this Agreement have been prepared in good faith based upon on assumptions believed by the Borrower to be reasonable as of at the date made (time made, it being understood recognized by the Lenders that such Projections are financial information as it relates to future events and are is not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized fact and that actual results during the period or periods covered by any such projections financial information may differ from the projected results set forth therein by a material amount and such differences may be material) and (ii) no Obligor, however, makes any representation as to the ability of any Company to achieve the Closing Date, have not been modified results set forth in any material respect such projections. Borrower understands that all such statements, representations and warranties shall be deemed to have been relied upon by the Borrower. (c) Lenders as a material inducement to make each extension of credit hereunder. As of the Closing Date, neither the Borrower nor there is no fact known to any Restricted Subsidiary Obligor (other than general economic conditions, which conditions are commonly known and affect businesses generally) that could reasonably be expected to have a Material Adverse Effect that has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments thatnot been expressly disclosed herein, in each casethe other Credit Documents or in any other documents, have not been disclosed in writing certificates and statements furnished to Administrative Agent and the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender Lenders for use in connection with this Agreement is true the transactions contemplated hereby and correct in all respectsby the other Credit Documents.

True and Complete Disclosure. (a) All written factual information delivered (taken as a whole), including the Business Plan, furnished by or on behalf of any member of the Borrower Group in writing to or for the benefit of any of its Subsidiaries particular Lender (referred to herein as a "Relevant Lender," which term includes Administrative Agent) was true and accurate in all material respects (i) in the Administrative Agent and the Lenders (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf case of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby and the negotiation Business Plan, as of the Credit Documents Closing Date, and (as modified or supplemented by ii) with respect to all other factual information so furnished(including updates of the Business Plan), when on the dates as of which such information was furnished, and was not incomplete by omitting to state any material fact necessary to make such information (taken as a whole, was true and correct ) not misleading in all any material respects, as of the date when made and did not, taken as a whole, contain any untrue statement of a material fact as of the date when made or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading respect at such time in light of the circumstances under which such statements were made. (b) The Projections information was furnished; provided, however, that, except as otherwise expressly set forth in this Agreement, the sole representation of each member of the Borrower Group with respect to projections, estimates or other expressions of view as to future circumstances shall be that such projections, estimates or other expressions of view as to future circumstances (i) have been were prepared in good faith based upon assumptions believed by faith, (ii) fairly present in all material respects the Borrower Group's expectations as to be reasonable the matters covered thereby as of the date made their respective date(s) of delivery (it being understood that such Projections are as to future events and are not assumptions utilized therein were believed by the Borrower Group in good faith to be viewed as factsreasonable in light of conditions existing at the time of preparation thereof, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized and but that actual results during the period or periods covered by any such projections may differ vary from the projected results contained therein), (iii) were based on reasonable assumptions as to all factual and such differences may be material) legal matters material to the estimates therein (including interest rates and (iicosts) as of their respective date(s) of delivery, and (iv) were in all material respects consistent with the Closing Dateprovisions of the Loan Documents as of their respective date(s) of delivery. There are no statements, have not been modified assumptions or conclusions in the Business Plan, as of the date of delivery thereof, which are based upon or include information known as of such delivery date to any member of the Borrower Group to be misleading or which fail to take into account material respect by information regarding the Borrower. (c) matters reported therein. As of the Closing DateDate there are in existence no documents, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes agreements or unusual forward or long-term commitments that, in each case, other information which have not been disclosed to the Relevant Lender in writing to which are material in the Administrative Agent. (d) As context of the Closing Date, to Loan Documents or which have the knowledge effect of varying any of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender in connection with this Agreement is true and correct in all respectsLoan Documents.

True and Complete Disclosure. (a) All written factual information delivered The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of ICI to the Borrower ICI Indenture Trustee, the ICI Noteholders, the Administrative Agent, a single representative of each ICI Control Party and each Series Enhancer in connection with the negotiation, preparation or delivery of this Indenture and the other ICI Relevant Documents or included herein or therein or delivered pursuant hereto or thereto (when taken together as a whole), do not contain any untrue statement of material fact or (with respect to any offering document for any of its Subsidiaries the ICI Notes) omit to state any material fact necessary to make the Administrative Agent and statements herein or therein not misleading. All written information furnished after the Lenders (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared date hereof by or on behalf of the foregoing or their representatives and made available ICI to any Lenders or the Administrative Agent such parties in connection with the Transactions or this Indenture and the other ICI Relevant Documents and the transactions contemplated hereby and thereby will be true, correct and accurate in every material respect, or (in the negotiation case of projections) based on reasonable estimates, on the Credit Documents (as modified or supplemented by other information so furnished), when taken as a whole, was true and correct in all material respects, date as of which such information is stated or certified. To the date when made extent that any information, reports, financial statements, exhibits and did not, taken as a whole, schedules that are furnished by or on behalf of ICI contain any untrue statement of a material fact as or (with respect to any offering document for any of the date when made or ICI Notes) omit to state a any material fact necessary in order to make the statements contained thereinherein or therein not misleading, taken as a wholeICI shall correct, not materially misleading in light of the circumstances under which such statements were made. (b) The Projections (i) have been prepared in good faith based upon assumptions believed by the Borrower or cause to be reasonable as of corrected, such statement or omission. On the date made (it being understood that such Projections are as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower Closing Date and the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material) and (ii) as of the Closing related Series Issuance Date, have not been modified in any material respect by the Borrower. (c) As there is no fact known to a responsible officer of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments ICI that, in each caseafter due inquiry, should reasonably be expected to have a material adverse effect that has not been disclosed in writing to the Administrative Agent. (d) As of offering document for the Closing Daterelated ICI Notes, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification deliveredICI Relevant Documents or in a report, on financial statement, exhibit, schedule, disclosure letter or prior other writing furnished to the Closing Date, to any Lender such parties for use in connection with this Agreement is true and correct in all respectsthe transactions contemplated hereby or thereby.

True and Complete Disclosure. (a) All written factual information delivered (taken as a whole) heretofore or contemporaneously furnished by or on behalf of U.S. Borrower and the other Companies in writing to any Lender (including, without limitation, all information contained in the Transaction Documents and the Confidential Memorandum) for purposes of or in connection with this Agreement or any transaction contemplated herein is (or was, on the Closing Date), and all other such factual information (taken as a whole) furnished by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent and the Lenders (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available Companies in writing to any Lenders or Lender after the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby Closing Date was and the negotiation of the Credit Documents (as modified or supplemented by other information so furnished)will be, when taken as a whole, was true and correct accurate in all material respects, respects on the date as of the date when made which such information is dated or certified and did not, taken as a whole, contain any untrue statement of a material fact as of the date when made or omit not incomplete by omitting to state a any material fact necessary in order to make the statements contained thereinsuch information, taken as a whole, not materially misleading at such time in light of the circumstances under which such statements were made. information was provided. The projections and pro forma financial information contained in or to be contained in such materials (bincluding the projections included in the Confidential Memorandum and the budgets to be furnished pursuant to Section 7.1(c)) The Projections (i) have been prepared in are and will be based on good faith based upon estimates and assumptions believed by the U.S. Borrower to be reasonable as of at the date made (time made, it being understood recognized by the Lenders that such Projections are projections as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ materially from the projected results and that U.S. Borrower makes no representation or warranty that such differences may projections, pro forma results or budgets will be materialrealized. There is no fact known to U.S. Borrower which materially and adversely affects the business, operations, property, assets, nature of assets, liabilities, condition (financial or otherwise) and (ii) as or prospects of the Closing DateCompanies, have not been modified in any material respect by the Borrower. (c) As of the Closing Datetaken as a whole, neither the Borrower nor any Restricted Subsidiary which has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed herein or in writing such other documents, certificates and written statements furnished to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender Lenders for use in connection with this Agreement is true and correct in all respectsthe transactions contemplated hereby.

True and Complete Disclosure. (a) All written factual information delivered (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Borrower or any of its Subsidiaries other Credit Party in writing to the Administrative Agent or any Lender delivered to the Agent and the Lenders for purposes of or in connection with this Credit Agreement does not, and all other such factual information (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information and information of taken as a general economic nature or general industry naturewhole) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared hereafter furnished by or on behalf of the foregoing Borrower or their representatives and made available any other Credit Party in writing to the Agent or any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby and the negotiation of the Credit Documents (as modified or supplemented by other information so furnished), when taken as a whole, was true and correct in all material respectsLender will not, as of the date when made and did not, taken as a wholeof which such information is dated or certified, contain any untrue statement of a material fact as of the date when made or omit to state a any material fact necessary in order to make the statements contained therein, such information (taken as a whole) not misleading as of such time, not materially misleading in each case in light of the circumstances under which such statements were madeinformation was provided, it being understood and agreed that for the purposes of this Section 6.9, such factual information shall not include projections and pro forma financial information. (b) The Projections projections and pro forma financial information contained in the factual information referred to in clause (ia) have been prepared in above are based on good faith based upon estimates and assumptions believed by the Borrower to be reasonable as of at the date made (time made, it being understood recognized by the Lenders that such Projections are projections as to future events and are not to be viewed as factsfacts and necessarily were based upon numerous assumptions with respect to industry performance, the projections are subject to significant uncertainties general business and contingencieseconomic and competitive conditions and uncertainties, many of taxes and other matters which are beyond the control of Holding, the Borrower and the Borrower’s Subsidiaries, such that there can be no assurance can be given that any particular such projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material) and (ii) as of the Closing Date, have not been modified in any material respect by the Borrowerresults. (c) As of the Closing Restatement Effective Date, neither there is no fact known to any Credit Party (other than matters of general economic, political or social nature) which materially and adversely affects the business, property, assets, liabilities, financial condition or prospects of the Borrower nor any Restricted Subsidiary and its Subsidiaries taken as a whole which has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed herein or in writing such other documents, certificates and statements furnished to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender Lenders for use in connection with this Agreement is true and correct in all respectsthe transactions contemplated hereby.

True and Complete Disclosure. (a) All written factual information delivered by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent and the Lenders (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby and the negotiation of the Credit Documents (as modified or supplemented by other information so furnished), when taken as a whole, was true and correct in all material respects, as of the date when made and did not, taken as a whole, contain any untrue statement of a material fact as of the date when made or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made. (b) The Projections (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date made (it being understood that such Projections are as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material) and (ii) as of the Closing Date, have not been modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed in writing to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender in connection with this Agreement is true and correct in all respects.

True and Complete Disclosure. (a) All written factual information delivered by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent and the Lenders (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information estimates and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent Agents in connection with the Transactions or the other transactions contemplated hereby and the negotiation of the Credit Documents (as modified or supplemented by other information so furnished)hereby, when taken as a whole, was true and correct in all material respects, respects as of the date when made such Information was furnished to the Lenders and the Agents and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of the any such date when made or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made. (b) The Projections estimates and information of a general economic nature or general industry nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have do not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided that, with respect to projected financial information, the Borrower represents only that such information has been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date made (it being understood that such Projections are thereof, as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower date such estimates were furnished to the Lenders and as of the SubsidiariesClosing Date), that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material) and (ii) as of the Closing Date, have not been modified in any material respect by the Borrower. (c) As The Borrower has disclosed to the Agents and the Lenders all agreements, instruments, and corporate or other restrictions to which it or any of the Closing Dateother Subsidiaries is subject, neither the Borrower nor any Restricted Subsidiary has any material Indebtednessand all other matters known to it, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, individually or, in each casethe aggregate, have not been disclosed could reasonably be expected to result in writing to the Administrative Agenta Material Adverse Effect. (d) As There is no fact peculiar to the Borrower or any other Restricted Subsidiary which could reasonably be expected to have a Material Adverse Effect or in the future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Agents or the Lenders by or on behalf of the Closing DateBorrower or any other Restricted Subsidiary prior to, to the knowledge of the Borroweror on, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender date hereof in connection with this Agreement is true the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and correct Gas Properties and production and cost estimates contained in all respectseach Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

True and Complete Disclosure. (a) All The written factual information delivered or written factual data (taken as a whole and giving effect to all public filings with the Securities and Exchange Commission made by or on behalf the Borrower and/or any Parent Entity of the Borrower Borrower) heretofore or contemporaneously furnished by Holdings, the Borrower, any of its Subsidiaries to the Administrative Agent and the Lenders (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information and information or any of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their respective authorized representatives and made available in writing to any Lenders Agent or any Lender on or before the Administrative Agent Closing Date in connection with the Transactions or the other transactions contemplated hereby and the negotiation of in the Credit Documents (as modified for purposes of, or supplemented by other information so furnished)in connection with, when taken as a whole, was true and correct in all material respects, as of the date when made and did not, taken as a whole, this Agreement or any transaction contemplated hereby does not contain any untrue statement of a material fact as of the date when made or and does not omit to state a any material fact necessary in order to make the statements contained therein, such information and data (taken as a whole, whole and giving effect to all public filings with the Securities and Exchange Commission made by the Borrower and/or any Parent Entity of the Borrower) not materially misleading at such time (after giving effect to all supplements so furnished from time to time) in light of the circumstances under which such statements were madeinformation or data was furnished; it being understood and agreed that for purposes of this Section 8.8(a), such factual information and data shall not include projections (including financial estimates, forecasts and other forward-looking information), pro forma financial information or information of a general economic or industry specific nature. (b) The Projections (iprojections contained in the information and data referred to in Section 8.8(a) have been were prepared in good faith based upon assumptions believed by Holdings and the Borrower to be reasonable as of at the date made (time made; it being understood recognized by the Agents and the Lenders that such Projections projections are as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of Holdings, the Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material) and (ii) as of the Closing Date, have not been modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed in writing to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender in connection with this Agreement is true and correct in all respects.

True and Complete Disclosure. (a) All written factual information delivered The information, reports, certificates, documents, financial statements, books, records, files, exhibits and schedules furnished in writing by or on behalf of each of the Borrower or any of its Subsidiaries Seller and the Guarantors to the Administrative Agent and the Lenders (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent Purchaser in connection with the Transactions negotiation, preparation or delivery of this Agreement and the other transactions contemplated hereby and the negotiation of the Credit Repurchase Documents (as modified or supplemented by other information so furnished)included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, was true and correct in all material respects, as of the date when made and did not, taken as a whole, do not contain any untrue statement of a material fact as of the date when made or omit to state a any material fact necessary in order to make the statements contained herein or therein, taken as a whole, not materially misleading in light of the circumstances under which such statements they were made. , not misleading. All written information furnished after the date hereof by or on behalf of each of the Seller and the Guarantors to the Purchaser in connection with this Agreement and the other Repurchase Documents and the transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (bin the case of projections) The Projections (i) have been prepared in good faith based upon assumptions believed by on reasonable estimates, on the Borrower to be reasonable date as of which such information is stated or certified. To the date made (it being understood that such Projections are as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control knowledge of the Borrower Seller and the SubsidiariesGuarantors, after due inquiry, there has been no development or event (or prospective development or event) that no assurance can be given could constitute a material adverse change in either the Seller’s or the Guarantor’s financial consultation or results of operation or any other fact or circumstance that any particular projections will be realized and could have a Material Adverse Effect that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material) and (ii) as of the Closing Date, have not been modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed in writing to the Administrative Agent. (d) As Purchaser. All projections furnished on behalf of the Closing Date, Seller or the Guarantors to the knowledge Purchaser were prepared and presented in good faith by or on behalf of the Borrower, Seller and/or the information included Guarantors. The Purchaser acknowledges that it will not be able to rely on the Seller’s opinions or projections (but not factual or historical information) contained in any investment committee memorandum prepared by the Beneficial Ownership Certification delivered, on or Seller and delivered to the Purchaser prior to the Closing Date, respective Purchase Date for any Eligible Asset provided such opinions and projections are accompanied by written notice to any Lender in connection with this Agreement is true the effect that such opinions and correct in all respectsprojections may not be relied on by the Purchaser.

True and Complete Disclosure. The information, reports, financial statements, exhibits and schedules (aother than projections) All written factual information delivered furnished in writing by or on behalf of the Borrower Company to any Agent or any of its Subsidiaries to the Administrative Agent and the Lenders (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent Lender in connection with the Transactions negotiation, preparation or delivery of this Agreement and the other transactions contemplated hereby and the negotiation of the Credit Documents or included herein or therein or delivered pursuant hereto or thereto (as modified or supplemented by other information so furnishedthan projections), when taken as a whole, was true and correct in all material respects, as of whole (together with the date when made and did not, taken as a whole, Information Memorandum) do not contain any untrue statement of a material fact as of the date when made or omit to state a any material fact necessary in order to make the statements contained herein or therein, taken as a whole, not materially misleading in light of the circumstances under which such statements they were made. (b) , not misleading. The Projections (i) projections, estimates and/or pro forma financial statements furnished by or on behalf of the Company to the Agents or any Lender in connection with the negotiation, execution and delivery of this Agreement and the other Credit Documents or included herein or therein or delivered pursuant hereto or thereto, have been prepared by the Company in good faith based upon on the basis of Credit Agreement 44 - 40 - information and assumptions that the Company believed by the Borrower to be reasonable as of the date made (it being understood that of such Projections are as information. All written information furnished after the date hereof by the Company and its Subsidiaries to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower Agents and the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material) and (ii) as of the Closing Date, have not been modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed in writing to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender Lenders in connection with this Agreement and the other Credit Documents and the transactions contemplated hereby and thereby will not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (in the case of projections, estimates and pro forma financial statements) will be prepared in good faith on the basis of information and assumptions believed by the Company to be reasonable as of the date of such information. There is true and correct no fact known to the Company that could reasonably be likely to have a Material Adverse Effect that has not been disclosed herein, in all respectsthe other Credit Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Lenders for use in connection with the transactions contemplated hereby or thereby.

True and Complete Disclosure. (a) All written factual information delivered by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent and the Lenders (other than the Projections, pro forma financial informationprojections, estimates, forecasts and other forward looking information geological or geographical data, written engineering projections and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby and the negotiation of the Credit Documents (as modified or supplemented by other information so furnished)hereby, when taken as a whole, was true and correct in all material respects, as of the date when made such Information was furnished to the Lenders and as of the Closing Date (with respect to Information provided prior to the Closing Date) and did not, taken as a whole, contain any untrue statement of a material fact as of the any such date when made or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made. (b) The Projections (i) Budget and projections, estimates, geological or geographical data, written engineering projections and information of a general economic nature or general industry nature prepared by or on behalf of the Borrower or any of its representatives that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date made thereof (it being understood that actual results may vary materially from any such Projections are Budget or projections), as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower date such information was furnished to the Lenders and the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material) and (ii) as of the Closing Date, have not been modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed in writing to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender in connection with this Agreement is true and correct in all respects.

True and Complete Disclosure. (a) All written factual information delivered The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent and the Lenders (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent Lender in connection with the Transactions negotiation, preparation or delivery of this Loan Agreement and the other transactions contemplated hereby and Loan Documents or included herein or therein or delivered pursuant hereto or thereto (other than with respect to the negotiation of the Credit Documents (as modified or supplemented by other information so furnishedMortgage Loans), when taken as a whole, was true and correct in all material respects, as of the date when made and did not, taken as a whole, do not contain any untrue statement of a material fact as of the date when made or omit to state a any material fact necessary in order to make the statements contained herein or therein, taken as a whole, not materially misleading in light of the circumstances under which such statements they were made, not misleading. All written information furnished after the date hereof by or on behalf of the Borrower to the Lender in connection with this Loan Agreement and the other Loan Documents and the transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. There is no fact known to a Responsible Officer of the Borrower, after due inquiry, that could reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, in the other Loan Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Lender for use in connection with the transactions contemplated hereby or thereby. (b) The Projections (i) have been prepared information solely with respect to the underlying Mortgage Loans furnished in good faith based upon assumptions believed writing by or on behalf of the Borrower to be reasonable as the Lender does not contain any untrue statement of the date made (it being understood that such Projections are as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material) and (ii) as of the Closing Date, have not been modified in any material respect by the Borrowerfact. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed in writing to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender in connection with this Agreement is true and correct in all respects.

True and Complete Disclosure. (a) All written factual information delivered (taken as a whole) heretofore or contemporaneously furnished for purposes of or in connection with this Agreement or the Original Credit Agreement or any transaction contemplated herein by or or, to Borrower's knowledge, on behalf of the Borrower or any of its Subsidiaries Subsidiary in writing to (i) the Administrative Agent or any Bank or (ii) any Person providing information to the Administrative Agent and the Lenders (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or Bank on behalf of the foregoing Borrower or their representatives any Subsidiary is, and made available to any Lenders or the Administrative Agent in connection with the Transactions or the all other transactions contemplated hereby and the negotiation of the Credit Documents such factual information (as modified or supplemented by other information so furnished), when taken as a whole) hereafter furnished by or, was to Borrower's knowledge, on behalf of Borrower or any Subsidiary in writing to (i) the Administrative Agent or any Bank or (ii) any Person providing information to the Administrative Agent or any Bank on behalf of Borrower or any Subsidiary will be, true and correct accurate in all material respects, respects on the date as of the date when made which such information is dated or certified and did not, not incomplete by omitting to state any material fact necessary to make such information (taken as a whole, contain any untrue statement of a material fact as of the date when made or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, ) not materially misleading at such time in light of the circumstances under which such statements were made. (b) information was provided. The Projections (i) have been prepared contained in such materials are based on supporting estimates and assumptions believed by such Persons in good faith based upon assumptions believed by the Borrower to be reasonable at the time made as to the future financial performance of Borrower and the date made (Subsidiaries for the period covered, it being understood recognized by the Administrative Agent and the Banks that such Projections are as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized facts and that actual results during the period or periods covered by any such projections Projections may differ from the projected results and such differences may be material) and (ii) as of the Closing Date, results. There is no fact known to Borrower or any Subsidiary which is reasonably likely to have not been modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary a Material Adverse Effect or which has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed herein or in writing such other documents, certificates and statements furnished to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender Banks for use in connection with this Agreement is true and correct in all respectstransactions contemplated hereby.

True and Complete Disclosure. (a) All written factual information delivered (excluding estimates, projections, and pro forma financial information) heretofore or contemporaneously furnished by or on behalf of the Borrower or any of its Subsidiaries (prior to giving effect to the Administrative Bois d’Arc Merger) in writing to any Bank or the Agent and the Lenders (other than the Projectionsfor purposes of or in connection with this Agreement, pro forma financial information, estimates, forecasts and other forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions Credit Document or any transaction contemplated hereby prepared or thereby (but limited to those delivered by the Borrower or on behalf of its Subsidiaries (prior to giving effect to the foregoing or their representatives and made available Bois d’Arc Merger) to any Lenders a Bank or the Administrative Agent in connection with the Transactions such agreements and transactions in anticipation of or the other transactions contemplated hereby in connection with this amendment and restatement and the negotiation of the Credit Documents Mergers) is (as modified or supplemented by other information so furnished), when taken as a whole, was ) true and correct in all material respects, respects on the date as of the date when made which such information is dated or certified and did not, taken as a whole, does not contain any untrue statement of a material fact as of the date when made or omit to state a any material fact necessary in order to make the statements contained thereintherein not misleading as of the date of this Agreement, taken as a whole, not materially misleading in light of the circumstances under which such statements they were made. All such projections, estimates, and pro forma financial information heretofore or contemporaneously furnished by the Borrower or any of its Subsidiaries (prior to giving effect to the Bois d’Arc Merger) were prepared in good faith on the basis of assumptions, data, information, tests, or conditions believed to be reasonable at the time such projections, estimates, and pro forma financial information were furnished. (b) The Projections All factual information (iexcluding estimates, projections, and pro forma financial information) have been prepared in good faith based upon assumptions believed furnished by the Borrower to be reasonable as of the date made (it being understood that such Projections are as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control or on behalf of the Borrower and the Subsidiaries, that no assurance can be given that or any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material) and (ii) as of the Closing Date, have not been modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed its Subsidiaries in writing to any Bank or the Administrative Agent. (d) As Agent after the Effective Date for purposes of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender in connection with this Agreement Agreement, any other Credit Document or any transaction contemplated hereby or thereby is (taken as a whole) true and correct in all respectsmaterial respects on the date as of which such information is dated or certified and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements contained therein not misleading, in light of the circumstances under which they were made. All such projections, estimates, and pro forma financial information furnished by the Borrower or any of its Subsidiaries after the Effective Date were prepared in good faith on the basis of assumptions, data, information, tests, or conditions believed to be reasonable at the time such projections, estimates, and pro forma financial information were furnished.

True and Complete Disclosure. (a) All written factual information delivered (taken as a whole) heretofore or contemporaneously furnished by or on behalf of U.S. Borrower and the other Companies in writing to any Lender (including, without limitation, all information contained in the Transaction Documents) in connection with this Agreement or any transaction contemplated herein is (or was, on the Effective Date), and all other such factual information (taken as a whole) furnished by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent and the Lenders (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available Companies in writing to any Lenders or Lender after the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby Effective Date was and the negotiation of the Credit Documents (as modified or supplemented by other information so furnished)will be, when taken as a whole, was true and correct accurate in all material respects, respects on the date as of the date when made which such information is dated or certified and did not, taken as a whole, contain any untrue statement of a material fact as of the date when made or omit not incomplete by omitting to state a any material fact necessary in order to make the statements contained thereinsuch information, taken as a whole, not materially misleading at such time in light of the circumstances under which such statements were made. information was provided. The projections and pro forma financial information contained in or to be contained in such materials (bincluding the projections included in the budgets to be furnished pursuant to Section 7.1(c)) The Projections (i) have been prepared in are and will be based on good faith based upon estimates and assumptions believed by the U.S. Borrower to be reasonable as of at the date made (time made, it being understood recognized by the Lenders that such Projections are projections as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ materially from the projected results and that U.S. Borrower makes no representation or warranty that such differences may projections, pro forma results or budgets will be materialrealized. There is no fact known any Borrower which materially and adversely affects the business, operations, property, assets, nature of assets, liabilities, condition (financial or otherwise) and (ii) as or prospects of the Closing DateCompanies, have not been modified in any material respect by the Borrower. (c) As of the Closing Datetaken as a whole, neither the Borrower nor any Restricted Subsidiary which has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed herein or in writing such other documents, certificates and written statements furnished to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender Lenders for use in connection with this Agreement is true and correct in all respectsthe transactions contemplated hereby.

True and Complete Disclosure. (a) All written factual information delivered information, taken individually or as a whole, furnished by or on behalf of the Borrower Parent, Arlington or any of its Subsidiaries the Borrower, in writing to the Administrative Agent or any Lender (including, without limitation, all information contained in the Documents and any financial statement) for purposes of or in connection with this Agreement, the Lenders (other than the ProjectionsCredit Documents or any transaction contemplated herein or therein is, pro forma financial and all other such factual information, estimatestaken individually or as a whole, forecasts and other forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared hereafter furnished by or on behalf of the foregoing Parent, Arlington or their representatives and made available Borrower, in writing to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby and the negotiation of the Credit Documents (as modified or supplemented by other information so furnished)any Lender will be, when taken as a whole, was true and correct accurate in all material respects, as of the date when made respects and did not, taken as a whole, does not contain any untrue statement of a material fact as of the date when made or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which when made, not misleading. All projections that are part of such statements were madeinformation (including those set forth in any projections delivered subsequent to the Closing Date) are based upon good faith estimates and stated assumptions believed to be reasonable and fair as of the date made in light of conditions and facts then known and, as of such date, reflect good faith, reasonable and fair estimates of the information projected for the periods set forth therein; it is recognized by each Lender and the Administrative Agent that such projections and determinations provided by the Parent or Borrower, although reflecting the Parent’s or Borrower’s good faith projections and determinations, are not to be viewed as facts and that actual results covered by any such determination may differ from the projected results. (b) The Projections Parent has provided to each Lender a true and correct copy of each agreement, document or other instrument or information (iincluding a true, correct and complete description of any event, circumstance or arrangement) have been prepared in good faith based upon assumptions believed that would be required by Item 601 of Reg. S-K to be included as an exhibit to the Parent’s Annual Report on Form 10-K for the year ended December 31, 2010 or that would be required to be filed by the Borrower to be reasonable as of the date made (it being understood that such Projections are as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material) and (ii) as of the Closing Date, have not been modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or longParent on Form 8-term commitments thatK, in each case, have not been disclosed in writing to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information case except as included in the Beneficial Ownership Certification delivered, on Filed SEC Documents (with respect to any such matters arising prior to the date of this Agreement) or in the SEC Documents filed after the date hereof and no later than five (5) Business Days prior to the Closing Date, Date (with respect to any Lender such matters arising after the date of this Agreement), in connection with this Agreement is true each case including any and correct all amendments, supplements and modifications thereto, regardless of whether any such amendments, supplements or modifications would be required to be filed in all respectsany SEC Document.

True and Complete Disclosure. (a) All written factual information delivered by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent and the Lenders (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information estimates and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Offering Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby and the negotiation of the Credit Documents (as modified or supplemented by other information so furnished)hereby, when taken as a whole, was true and correct in all material respects, respects as of the date when made such Information was furnished to the Lenders and as of the Effective Date and did not, taken as a whole, contain any untrue statement of a material fact as of the any such date when made or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made. (b) The Projections pro forma financial information and the related notes thereto included in the Offering Memorandum present fairly in all material respects the information contained therein and have been properly presented on the basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma adjustments comply as to form with the applicable accounting requirements of Rule 11-02 of Regulation S-X under the Securities Act and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements. The estimates and information of a general economic nature or general industry nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date made (it being understood that such Projections are thereof, as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower date such estimates were furnished to the Lenders and as of the SubsidiariesEffective Date, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material) and (ii) as of the Closing Effective Date, have not been modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed in writing to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender in connection with this Agreement is true and correct in all respects.

True and Complete Disclosure. (a) All written factual information delivered (taken as a whole) heretofore or contemporaneously furnished for purposes of or in connection with this Agreement or any transaction contemplated herein by or or, to Borrower's knowledge, on behalf of the Borrower or any of its Subsidiaries Subsidiary in writing to (i) the Administrative Agent or any Bank or (ii) any Person providing information to the Administrative Agent and the Lenders (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or Bank on behalf of the foregoing Borrower or their representatives any Subsidiary is, and made available to any Lenders or the Administrative Agent in connection with the Transactions or the all other transactions contemplated hereby and the negotiation of the Credit Documents such factual information (as modified or supplemented by other information so furnished), when taken as a whole) hereafter furnished by or, was to Borrower's knowledge, on behalf of Borrower or any Subsidiary in writing to (i) the Administrative Agent or any Bank or (ii) any Person providing information to the Administrative Agent or any Bank on behalf of Borrower or any Subsidiary will be, true and correct accurate in all material respects, respects on the date as of the date when made which such information is dated or certified and did not, not incomplete by omitting to state any material fact necessary to make such information (taken as a whole, contain any untrue statement of a material fact as of the date when made or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, ) not materially misleading at such time in light of the circumstances under which such statements were made. (b) information was provided. The Projections (i) have been prepared contained in such materials are based on supporting estimates and assumptions believed by such Persons in good faith based upon assumptions believed by the Borrower to be reasonable at the time made as to the future financial performance of Borrower and the date made (Subsidiaries for the period covered, it being understood recognized by the Administrative Agent and the Banks that such Projections are as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized facts and that actual results during the period or periods covered by any such projections Projections may differ from the projected results and such differences may be material) and (ii) as of the Closing Date, results. There is no fact known to Borrower or any Subsidiary which is reasonably likely to have not been modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary a Material Adverse Effect or which has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed herein or in writing such other documents, certificates and statements furnished to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender Banks for use in connection with this Agreement is true and correct in all respects.the transactions contemplated hereby. 6.10

True and Complete Disclosure. (a) All written factual information delivered The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the any Borrower or any of its Subsidiaries to the Administrative Agent and the Lenders (other than the Projections, pro forma financial information, estimates, forecasts and other forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent Lender in connection with the Transactions negotiation, preparation or delivery of this Agreement and the other transactions contemplated hereby and the negotiation of the Credit Loan Documents (as modified or supplemented by other information so furnished)included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, was true and correct in all material respects, as of the date when made and did not, taken as a whole, do not contain any untrue statement of a material fact as of the date when made or omit to state a any material fact necessary in order to make the statements contained herein or therein, taken as a whole, not materially misleading in light of the circumstances under which such statements they were made. (b) The Projections (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of , not misleading. All written information furnished after the date made (it being understood that such Projections are as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many hereof by or on behalf of which are beyond the control of the each Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material) and (ii) as of the Closing Date, have not been modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed in writing to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on Agent or prior to the Closing Date, to any Lender in connection with this Agreement and the other Loan Documents and the financing transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable good faith estimates, on the date as of which such information is true stated or certified. There is no fact known to a Responsible Officer of any Borrower that, after due inquiry, could reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, in the other Loan Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Agent for use in connection with the financing transactions contemplated hereby or thereby. (b) The unaudited pro forma consolidated balance sheet of the Borrowers, dated as of the Effective Date, a copy of which has heretofore been delivered to Administrative Agent, gives pro forma effect to the consummation of each Transfer Agreement, the initial extensions of credit made under this Agreement, and correct the payment of transaction fees and expenses related to the foregoing, all as if such events had occurred on such date (the “Pro Forma Balance Sheet”). The Pro Forma Balance Sheet has been prepared in a manner consistent with GAAP and the financial statements described in Section 7.01(a) (subject to the absence of footnotes required by GAAP and subject to normal year-end adjustments) and, made in good faith and having a reasonable basis set forth therein, presents fairly in all respectsmaterial respects the consolidated financial condition of the Borrowers on an unaudited pro forma basis as of the date set forth therein after giving effect to the consummation of the Transactions described above.

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

True and Complete Disclosure. (a) All The written factual information delivered or written factual data (taken as a whole and giving effect to all public filings with the Securities and Exchange Commission made by the Borrower) heretofore or on behalf of contemporaneously furnished by the Borrower or Borrower, any of its Subsidiaries or any of their respective authorized representatives in writing to any Agent or any Lender on or before the Administrative Agent and Closing Date (including all such information contained in the Lenders (other than the ProjectionsCredit Documents) for purposes of, pro forma financial informationor in connection with, estimates, forecasts and other forward looking information and information of a general economic nature this Agreement or general industry nature) (the “Information”) concerning the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions transaction contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby and the negotiation of the Credit Documents (as modified or supplemented by other information so furnished), when taken as a whole, was true and correct in all material respects, as of the date when made and did not, taken as a whole, does not contain any untrue statement of a material fact as of the date when made or and does not omit to state a any material fact necessary in order to make the statements contained therein, such information and data (taken as a whole, whole and giving effect to all public filings with the Securities and Exchange Commission made by the Borrower and/or any Parent Entity of the Borrower) not materially misleading at such time (after giving effect to all supplements so furnished from time to time) in light of the circumstances under which such statements were madeinformation or data was furnished; it being understood and agreed that for purposes of this Section 8.8(a), such factual information and data shall not include projections (including financial estimates, forecasts and other forward-looking information), pro forma financial information or information of a general economic or industry specific nature. (b) The Projections (iprojections contained in the information and data referred to in Section 8.8(a) have been were prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of at the date made (time made; it being understood recognized by the Agents and the Lenders that such Projections projections are as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Restricted Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material) and (ii) as of the Closing Date, have not been modified in any material respect by the Borrower. (c) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material Indebtedness, any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, have not been disclosed in writing to the Administrative Agent. (d) As of the Closing Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification delivered, on or prior to the Closing Date, to any Lender in connection with this Agreement is true and correct in all respects.