Common use of Accuracy and Completeness of Information Clause in Contracts

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared by, or on behalf of the Borrower, any other Obligor or any of their respective Subsidiaries that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No fact or circumstance is known to the Borrower which has had, or may in the future have (so far as the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective Date.

Accuracy and Completeness of Information. No All written information, report or reports and other papers or and data (excluding other than financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement wasSubsidiary were, at the time the same were so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects the recipient a true and accurate knowledge of the subject matter. All , or, in the case of financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreementstatements, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by, by or on behalf of the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No fact or circumstance is known to the Borrower any Loan Party which has had, or may in the future have (so far as the Borrower any Loan Party can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k6.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders prior Lenders. No document furnished or written statement made to the Effective DateAdministrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements contained therein not misleading.

Accuracy and Completeness of Information. No All written information, report or reports and other papers or and data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party in connection with with, pursuant to or relating in any way to this Agreement, contained any untrue statement is true and accurate in all material respects on the date as of a fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make which such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports reports, and other papers and data with respect to the Borrower, any other Obligor is stated or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject mattercertified. All financial statements (including in each case all related schedules and notes) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party in connection with with, pursuant to or relating in any way to this Agreement, present fairly, in all material respects and in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year-end audit adjustments). All financial projections and other forward looking statements prepared by, by or on behalf of the Parent, the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No As of the Effective Date, no fact or circumstance is known to the Parent or the Borrower which has had, or may in the future have (so far as the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k6.1(j) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective DateLenders.

Accuracy and Completeness of Information. No All written information, report or reports and other papers or and data (excluding other than financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement wasSubsidiary were, at the time the same were so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects the recipient a true and accurate knowledge of the subject matter. All , or, in the case of financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreementstatements, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by, by or on behalf of the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No fact or circumstance (other than matters of a macroeconomic nature) is known to the Borrower any Loan Party which has had, or may in the future have (so far as the Borrower any Loan Party can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k7.1(k) or in such information, reports or other papers or data or otherwise disclosed disclosed, including the Borrower’s filings with the Securities and Exchange Commission, in writing to the Administrative Agent and the Lenders prior Lenders. No document furnished by or on behalf of the Borrower or any Subsidiary Guarantor or written statement made by or on behalf of the Borrower or any Subsidiary Guarantor to the Effective DateAdministrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements contained therein not misleading.

Accuracy and Completeness of Information. No None of the written information, report or reports and other papers or and data (excluding financial projections and other forward looking statements) ), taken as a whole as of the delivery date thereof, furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any the other Obligor Loan Parties, if any, or any of their the respective Subsidiaries of any of the foregoing, in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Parent, the Borrower, any other Obligor Loan Parties, if any, or any of their the respective Subsidiaries of the foregoing, or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any the other Obligor Loan Parties, if any, or any of their the respective Subsidiaries of each of the foregoing in connection with or relating in an any way to this Agreement, Agreement present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by, by or on behalf of the Parent, the Borrower, any the other Obligor Loan Parties, if any, or any of their the respective Subsidiaries of any of the foregoing that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on reasonable assumptions, it being understood that projections as to future events are not viewed as facts and that the actual results may vary from such projections and such variances may be material. No fact or circumstance is known to the Borrower any Loan Party which has had, or may in the future could reasonably be expected to have (so far as the Borrower any Loan Party can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k6.1.(j) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders prior Lenders, including, without limitation, pursuant to the Effective DateSection 8.4.(h).

Accuracy and Completeness of Information. No All written information, report or reports and other papers or and data (excluding other than financial projections and other forward looking statements, and information of a general economic or industry specific nature) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement wasSubsidiary were, at the time the same were so furnished, taken as a whole, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects the recipient a true and accurate knowledge of the subject matter. All , or, in the case of financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreementstatements, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by, by or on behalf of the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No fact or circumstance is known to the Borrower any Loan Party which has had, or may in the future have (so far as the Borrower any Loan Party can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k6.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders prior or in the public domain. No document furnished or written statement made to the Effective DateAdministrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements contained therein not misleading.

Accuracy and Completeness of Information. No None of the written information, report reports or other papers or data (excluding financial projections and other forward looking statements) ), taken as a whole as of the date of delivery thereof, furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party in connection with or relating in any way to this Agreement, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared by, by or on behalf of the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No As of the Effective Date, no fact or circumstance is known to the Borrower which has had, or may in the future have (so far as the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k6.1.(j) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective DateLenders.

Accuracy and Completeness of Information. No All written information, report or reports and other papers or and data (excluding other than financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender (taken as a whole) by, on behalf of, or at the direction of, the Borrower, any Loan Party or any other Obligor Material Subsidiary for purposes of or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement waswere, at the time the same were so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects the recipient a true and accurate knowledge of the subject matter. All , or, in the case of financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreementstatements, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by, by or on behalf of the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Material Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No As of the Effective Date, no fact or circumstance is known to the Borrower any Loan Party which has had, or may in the future have (so far as the Borrower any Loan Party can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k7.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders prior to the Effective Date. No document furnished or written statement made to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents contains or will contain (when taken as a whole) any untrue statement of a material fact or omits or will omit to state a material fact necessary (when taken as a whole) in order to make the statements contained therein not misleading.

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor EPR or any of their respective its Subsidiaries in connection with with, pursuant to or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective EPR and its Subsidiaries taken as a whole or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements (including in each case all related schedules and notes) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor of EPR or any of their respective its Subsidiaries in connection with with, pursuant to or relating in any way to this Agreement, present fairly, in all material respects and in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year-end audit adjustments). All financial projections and other forward looking statements prepared by, by or on behalf of the Borrower, any other Obligor EPR or any of their respective its Subsidiaries that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptionsassumptions as of the date of such information; provided, however, the Agent and the Lenders recognize that such projections as to future events are not to be viewed as facts or guarantees of future performance and that actual results during the period or periods covered by any such projections may differ from the projected results. No As of the Effective Date, no fact or circumstance is known to the any Borrower which has had, or may in the future have (so far as the such Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective DateLenders.

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written All factual information, reports and other papers and data with respect to the BorrowerLoan Parties furnished pursuant to this Agreement and the other Loan Documents, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished all factual statements and representations made in writing, to the Agent Agents, the Arrangers or the Lenders in connection with by any Loan Party or relating in on behalf of any way to this Agreement wasLoan Party at its direction, were, at the time the same were so furnishedfurnished or made, when taken together with all such other factual information, reports and other papers and data previously so furnished and all such other factual statements and representations previously so made in writing, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a the Agents, the Arrangers and the Lenders true and accurate knowledge of the subject mattermatter thereof in all material respects, and did not, as of the date so furnished or made, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances in which the same were made. All The projections and pro forma information contained in the materials referenced above were based upon good faith estimates and assumptions believed by the Loan Parties to be reasonable at the time made, it being recognized by the Agents, the Arrangers and the Lenders that such financial statements furnished information as it relates to future events is not to be viewed as fact and that actual results during the Agent period or periods covered by such financial information may differ from the projected results set forth therein by a material amount; provided, however, that the representation and warranty in this Section 5.17 shall not cover (x) the financial information addressed in Section 5.1 or Section 7.1 or (y) any reports that were prepared by any Agent, any Arranger, any Lender or any Lender by, on behalf of, advisor thereof (whether or at the direction of, the Borrower, not such advisor’s fees were paid by any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared by, or on behalf of the Borrower, any other Obligor or any of their respective Subsidiaries that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No fact or circumstance is known to the Borrower which has had, or may in the future have (so far as the Borrower can reasonably foreseeLoan Party), a Material Adverse Effect which has not been set forth in the financial statements referred but shall apply to in Section 6.1(k) or in such any information, reports or reports, other papers or data or otherwise disclosed that were approved by any Loan Party for inclusion in writing to the Agent and the Lenders prior to the Effective Dateany such report.

Accuracy and Completeness of Information. No All written information, report or reports and other papers or and data (excluding other than financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the BorrowerParent, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement wasSubsidiary were, at the time the same were so furnished and under the circumstances so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects the recipient a true and accurate knowledge of the subject matter. All , or, in the case of financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreementstatements, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by, by or on behalf of the Parent, the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No As of the Agreement Date, no fact or circumstance is known to the Borrower any Loan Party which has had, or may in the future have (so far as the Borrower any Loan Party can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k7.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders prior Lenders. No document furnished or written statement made to the Effective DateAdministrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements contained therein not misleading.

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Parent, the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party in connection with or relating in any way to this Agreement, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared by, by or on behalf of the Parent, the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No As of the Effective Date, no fact or circumstance is known to the Parent or the Borrower which has had, or may in the future have (so far as the Parent or the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k6.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders prior to the Effective DateLenders.

Accuracy and Completeness of Information. No All written information, report or reports and other papers or and data (excluding other than financial projections projections, information of general economic or industry nature and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the BorrowerParent, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders Subsidiary in connection with or relating in any way to this Agreement wasor any other Loan Document (or with entering into this Agreement or any other Loan Document) were, at the time the same were so furnished, when taken together with all other information furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects the recipient a true and accurate knowledge of the subject matter. All , or, in the case of financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreementstatements, present fairlyfairly in all material respects, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by, by or on behalf of the Parent, the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions believed to be reasonable assumptionsat the time made, but with it being understood that such projections and statements are not a guarantee of future performance and that such future performance may vary materially from such projections. No fact document furnished or circumstance is known written statement made to the Borrower which has hadAdministrative Agent or any Lender in connection with the negotiation, preparation or execution of, or may pursuant to, this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the future have (so far as statements contained therein, in light of the Borrower can reasonably foresee)circumstances under which they are or will be made, a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective Datematerially misleading.

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party in connection with with, pursuant to or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Parent, the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written informationmisleading in any way material to the creditworthiness of the Parent, reports and other papers and data with respect to the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matterLoan Party. All financial statements (including in each case all related schedules and notes) furnished to the Agent or any Lender by, on behalf of, or at the direction ofof the Parent, the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party in connection with with, pursuant to or relating in any way to this Agreement, present fairly, in all material respects and in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year-end audit adjustments). All financial projections and other forward looking statements prepared by, by or on behalf of the Parent, the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No As of the Effective Date, no fact or circumstance is known to the Parent or the Borrower which has had, or may in the future have (so far as the Parent or the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k6.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective DateLenders.

Accuracy and Completeness of Information. No All written information, report or reports and other papers or and data (excluding other than financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the BorrowerParent, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor or Loan Party, any other Subsidiary (other than a Joint Venture) or, to the knowledge of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light Responsible Officer of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to Parent or the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement wasJoint Venture were, at the time the same were so furnished, complete and correct in all material respectsrespects and, or has been subsequently supplemented by other written information, reports or other papers or data, to in the extent necessary to give in all material respects a true and accurate knowledge case of the subject matter. All financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreementstatements, present fairly, in accordance with GAAP (other than in respect of the Joint Ventures) consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by, by or on behalf of the Parent, the Borrower, any other Obligor Loan Party, any other Subsidiary (other than a Joint Venture) or, to the knowledge of a Responsible Officer of the Parent or the Borrower, any of their respective Subsidiaries Joint Venture that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No fact document furnished or circumstance is known written statement made to the Borrower which has hadAdministrative Agent or any Lender in connection with the negotiation, preparation or execution of, or may pursuant to, this Agreement or any of the other Loan Documents at the time the same were so furnished contained any untrue statement of a material fact, or omitted to state a material fact necessary in order to make the future have (so far as the Borrower can reasonably foresee), a Material Adverse Effect which has statements contained therein not been set forth in the financial statements referred to in Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective Datemisleading.

Accuracy and Completeness of Information. No written information, report or (a) All factual information (other papers or data (excluding than financial projections and other forward forward-looking statementsinformation and information of a general economic or industry specific nature) heretofore, contemporaneously or hereafter furnished to the Agent by or any Lender by, on behalf of, or at of the direction of, the Borrower, any other Obligor Credit Parties or any of their respective Subsidiaries in writing to the Agent, any Lender, or the Independent Accountant for purposes of or in connection with this Credit Agreement or relating any Credit Documents, or any transaction contemplated hereby or thereby is or will be (when taken as a whole) complete and correct in any way to this Agreement, contained all material respects and does not or will not (when taken as a whole) contain any untrue statement of a material fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted omit to state a material fact necessary in order to make such the statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports misleading and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statementsb) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared by, or on behalf of concerning the Borrower, any other Obligor Credit Parties or any of their respective Subsidiaries that have been or may hereafter will be made available to the Agent Agent, any Lender, or the Independent Accountant for purposes of or in connection with this Credit Agreement or any Lender were Credit Documents, or any transaction contemplated hereby or thereby have been or will be prepared in good faith based on upon assumptions believed by such Credit Parties or such Subsidiaries, as applicable, to be reasonable assumptions. No fact or circumstance is known at the time made available to the Borrower which has hadAgent, any Lender, or the Independent Accountant, as applicable, it being understood that projections by their very nature are inherently uncertain, actual results may in vary materially from the future projections concerning the Credit Parties or any of their respective Subsidiaries that have (so far as the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing will be made available to the Agent Agent, any Lender, or the Independent Accountant, as applicable, and the Lenders prior to the Effective Dateno assurance can be given that such projections will be realized.

Accuracy and Completeness of Information. No All written information, report or other papers or data than the Projections (excluding financial projections and other forward looking statements) furnished as defined below), which has been made available to the Administrative Agent or the Lenders by any Credit Party or any Credit Parties’ representatives, taken as a whole together with all supplements delivered by any Credit Party to the Administrative Agent or any Lender byfrom time to time, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating the transactions contemplated hereby is true and correct in any way to this Agreement, contained all material respects and does not contain any untrue statement of a material fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted omit to state a material fact necessary in order to make such the statements contained thereintherein not misleading in any material manner, in light of the circumstances under which they were it has been made, not misleading. The written information, reports and other papers all financial projections concerning the Borrower and data with respect its Subsidiaries that have been made available to the Borrower, any other Obligor Administrative Agent or the Lenders by the Borrower and its Subsidiaries or any of their respective Subsidiaries or representatives (the Unencumbered Assets (other than projections and other forward-looking statements“Projections”) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared by, or on behalf of the Borrower, any other Obligor or any of their respective Subsidiaries that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on upon assumptions believed in good faith by the Borrower to be reasonable assumptionsat the time furnished, it being understood and agreed that the Projections are subject to uncertainty and that there can be no assurances that they will be achieved and that actual results may differ materially from the Projections. No There is no fact or circumstance is now known to any of the Borrower Credit Parties which has hadhas, or may in the future have (so far as the Borrower can could reasonably foresee)be expected to have, a Material Adverse Effect which fact has not been set forth herein, in the financial statements referred of the Credit Parties furnished to in Section 6.1(k) the Administrative Agent and/or the Lenders, or in such informationany certificate, reports opinion or other papers written statement made or data furnished by, or otherwise on behalf of, the Credit Parties to the Administrative Agent and/or the Lenders or disclosed in writing any filing made by any Credit Party with the SEC. As of the First Amendment Effective Date, to the Agent knowledge of the Credit Parties the information included in the Beneficial Ownership Certification, if any, is true and the Lenders prior to the Effective Datecorrect in all respects.

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the any Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary in connection with with, pursuant to or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of Borrowers, the Borrower, any other Obligor or any of their respective Loan Parties and the other Subsidiaries taken as a whole or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements (including in each case all related schedules and notes) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the any Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary in connection with with, pursuant to or relating in any way to this Agreement, present fairly, in all material respects and in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year-end audit adjustments). All financial projections and other forward looking statements prepared by, by or on behalf of the any Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptionsassumptions as of the date of such information; provided, however, the Agent and the Lenders recognize that such projections as to future events are not to be viewed as facts or guarantees of future performance and that actual results during the period or periods covered by any such projections may differ from the projected results. No As of the Effective Date, no fact or circumstance is known to the any Borrower which has had, or may could reasonably be expected in the future to have (so far as the such Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) or the periodic reports filed by the Trust with the Securities and Exchange Commission or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective DateLenders.

Accuracy and Completeness of Information. No All written information, report or other papers or reports and data (excluding other than financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the BorrowerParent, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders Subsidiary in connection with or relating in any way to this Agreement wasor any other Loan Document were, at the time the same were so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects the recipient a true and accurate knowledge of the subject matter. All , or, in the case of financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreementstatements, present fairly, in all material respects, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year-end audit adjustments and the inclusion in the final audited statements of footnotes that were not contained in the interim statements); provided that, without limitation of any of the other representations or warranties independently made under other provisions of this Article VI or otherwise, such representation shall not apply to the accuracy of any appraisal, title commitment, survey, or engineering and environmental reports or any similar documents (excluding, in any event, all financial statements and reports) prepared by third parties (although the Borrower and Guarantors have no reason to believe that the Agent and the Lenders may not rely on the accuracy thereof). All financial projections projections, budgets and other forward looking statements prepared by, by or on behalf of the Parent, the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on assumptions believed to be reasonable assumptionsat the time made, but with it being understood that such projections and statements are not a guarantee of future performance and that such future performance may vary materially from such projections. No fact document furnished or circumstance is known to the Borrower which has had, or may in the future have (so far as the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing written statement made to the Agent and or any Lender in connection with the Lenders prior negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a fact, material to the Effective Datecreditworthiness of any Loan Party or any other Subsidiary or omits or will omit to state a material fact necessary in order to make the statements contained therein not misleading.

Accuracy and Completeness of Information. No written information, report All factual information heretofore or other papers contemporaneously furnished by or data (excluding financial projections and other forward looking statements) furnished on behalf of Holdings or any of its Subsidiaries to the Agent Administrative Agent, the Arrangers or any Lender by, on behalf of, or at in writing (including all information contained in the direction ofCredit Documents, the Borrower, any other Obligor or any of their respective Subsidiaries Confidential Information Memorandum dated October 2009 delivered to the Lenders in connection with the syndication of the facilities hereunder (the “Confidential Information Memorandum”)) for purposes of or relating in connection with this Agreement or any way to this Agreementtransaction contemplated herein is, contained and all other factual information furnished by or on behalf of any untrue statement of a fact material such Persons in writing to the creditworthiness of Administrative Agent, the Borrower, any other Obligor Arrangers or any Lender after the Closing Date will be, true and accurate in all material respects on the date as of their respective Subsidiaries or omitted which such information is dated and, taken together, not incomplete by omitting to state a any material fact necessary in order to make such statements contained therein, information not misleading at such time in light of the circumstances under which they were madesuch information was provided; provided that, not misleading. The written information, reports and other papers and data with respect to projections Holdings represents only that the Borrower, any other Obligor or any of their respective Subsidiaries or projections contained in such materials are based on good faith estimates and assumptions believed by Holdings and the Unencumbered Assets (other than projections Borrowers to be reasonable and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, attainable at the time so furnished, complete made (it being understood that projections are not to be viewed as facts and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, are subject to the extent necessary to give in all material respects a true significant uncertainties and accurate knowledge contingencies and that actual results may differ and such differences may be material). As of the subject matter. All Closing Date, there is no fact known to any Credit Party that could reasonably be expected to have a Material Adverse Effect or that would be material to an understanding of the financial condition, business, properties or prospects of any Credit Party that has not been expressly disclosed herein, in the other Credit Documents, in the Confidential Information Memoranda or in any other documents, certificates and statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared by, or on behalf of the Borrower, any other Obligor or any of their respective Subsidiaries that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No fact or circumstance is known to the Borrower which has had, or may in the future have (so far as the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders prior for use in connection with the transactions contemplated hereby and by the other Credit Documents. The Credit Parties understand that all such statements, representations and warranties shall be deemed to have been relied upon by the Effective DateLenders as a material inducement to make each extension of credit hereunder.

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary in connection with with, pursuant to or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Parent, the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements (including in each case all related schedules and notes) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary in connection with with, pursuant to or relating in any way to this Agreement, present fairly, fairly in accordance with GAAP consistently applied throughout the periods involvedall material respects, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods and in accordance with GAAP consistently applied throughout the periods involved (subject, as to interim statements, to changes resulting from normal year-end audit adjustments). All financial projections and other forward looking statements prepared by, by or on behalf of the Parent, the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No As of the Effective Date, no fact or circumstance is known to the Parent or the Borrower which has had, or may in the future have (so far as the Parent or the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k7.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective DateLenders.

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, Holdings, the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary in connection with with, pursuant to or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of Holdings, the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements (including in each case all related schedules and notes) furnished to the Agent or any Lender by, on behalf of, or at the direction of, Holdings, the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary in connection with with, pursuant to or relating in any way to this Agreement, present fairly, in all material respects and in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year-end audit adjustments). All financial projections and other forward looking statements prepared by, by or on behalf of Holdings, the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No As of the Fifth Amendment Effective Date, no fact or circumstance is known to Holdings or the Borrower which has had, or may in the future have (so far as Holdings or the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k7.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective DateLenders.

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary in connection with with, pursuant to or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any the other Obligor or any of their respective Loan Parties and the other Subsidiaries taken as a whole or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to after giving effect to, in the Borrower, any other Obligor or any case of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, data provided prior to the extent necessary Agreement Date, all supplements and additions to give in all material respects a true such written information, reports papers and accurate knowledge of data also provided prior to the subject matterAgreement Date. All financial statements (including in each case all related schedules and notes) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary in connection with with, pursuant to or relating in any way to this Agreement, present fairly, in all material respects and in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year-end audit adjustments and the absence of footnote disclosures). All financial projections and other forward looking statements prepared by, by or on behalf of the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptionsassumptions as of the date of such information; provided, however, the Agent and the Lenders recognize that such projections as to future events are not to be viewed as facts or guarantees of future performance and that actual results during the period or periods covered by any such projections may differ from the projected results. No As of the Effective Date, no fact or circumstance is known to the Borrower which has had, or may could reasonably be expected in the future to have (so far as the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) or the periodic reports filed by the Trust with the Securities and Exchange Commission or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective DateLenders.

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, PPI, the Borrower, any other Obligor Borrower or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of PPI, the Borrower, any other Obligor Borrower or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, PPI, the Borrower, any other Obligor Borrower or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, present fairlyfairly in all material respects, in accordance with GAAP consistently applied throughout the periods involvedinvolved (subject, as to interim statements, to changes resulting from normal year end audit adjustments and the absence of notes), the financial position of the Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared by, by or on behalf of PPI, the Borrower, any other Obligor Borrower or any of their respective Subsidiaries that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions set forth therein or otherwise believed to be reasonable assumptions. No fact or circumstance is known based on information then available to the Borrower which has had(it being understood that actual results may vary from such projections, and such projections do not and are not intended to provide any guarantee or may in the future have (so far as the Borrower can reasonably foreseeassurance that actual results will be consistent with such projections), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective Date.

Accuracy and Completeness of Information. No The written information, report or reports and other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the BorrowerParent, the Borrower or any other Obligor or any of their respective Subsidiaries Subsidiary in connection with or relating in any way to this Agreement, contained taken as a whole, do not contain any untrue statement of a fact material to the creditworthiness of the BorrowerParent, the Borrower or any other Obligor or any of their respective Subsidiaries or omitted Subsidiary and do not omit to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements (including in each case all related schedules and notes) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the BorrowerParent, the Borrower or any other Obligor or any of their respective Subsidiaries Subsidiary in connection with or relating in any way to this Agreement, present fairly, in all material respects and in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year-end audit adjustments). All financial projections and other forward looking statements prepared by, by or on behalf of the BorrowerParent, the Borrower or any other Obligor or any of their respective Subsidiaries Subsidiary that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptionsassumptions but with it being understood that such projections and statement are not a guarantee of future performance. No As of the Effective Date, no fact or circumstance is known to the Parent or the Borrower which has had, or may in the future have (so far as the Parent or the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k7.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective DateLenders.

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The All written information, reports and other papers and data with respect to the Borrower, any (excluding financial projections or other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-forward looking statements) furnished to the Agent Administrative Agent, any Issuing Bank or any Lender by, or at the Lenders in connection with direction of, the Parent, any other Borrower, any other Loan Party or relating in any way to this Agreement wasother Subsidiary were, at the time the same were so furnished, to the best of the Parent’s and PREIT’s knowledge, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects the recipient a true and accurate knowledge of the subject matter. All , or, in the case of financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreementstatements, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared by, by or on behalf of the BorrowerParent, any other Obligor Borrower or any of their respective Subsidiaries other Loan Party or Subsidiary that have been or may hereafter be made available to the Agent Administrative Agent, any Issuing Bank or any Lender were or will be prepared in good faith based on reasonable assumptions. No fact document furnished or circumstance is known written statement made, in each case by, or at the direction of any Loan Party or any other Subsidiary to the Borrower which has hadAdministrative Agent, any Issuing Bank or any Lender in connection with the negotiation, preparation or execution of any Loan Document contains or will contain any untrue statement of a fact material to the creditworthiness of the Loan Parties and other Subsidiaries, taken as a whole, or may in the future have (so far as the Borrower can reasonably foresee)omits, or will omit to state a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing fact material to the Agent creditworthiness of the Loan Parties and the Lenders prior other Subsidiaries, taken as a whole, which is necessary in order to make the Effective Datestatements contained therein not misleading.

Accuracy and Completeness of Information. No written informationThe Borrower has filed as exhibits to SEC Reports, report or disclosed to the Lenders through documents posted on the Syndtrak internet website for this transaction, in each case prior to the date hereof, all agreements, instruments and corporate or other papers restrictions existing on the date hereof that are or, but for the lapse of time, would be required to be filed by the Borrower as exhibits to any report on Form 10-Q or data (excluding financial projections and other forward looking statements) furnished 10-K under the Exchange Act. Except as described by the Borrower in the SEC Reports filed prior to the date hereof or as disclosed to the Lenders through documents posted on the Syndtrak internet website for this transaction prior to the date hereof, there are no facts or other matters known to the Borrower that are or, but for the lapse of time, would be required to be disclosed by the Borrower on a report on Form 8-K under the Exchange Act. No reports, financial statements, certificates or other information furnished by or on behalf of the Borrower to the Administrative Agent or any Lender by(whether contained in the lender presentation dated September 2004, disclosed to the Lenders through documents posted on behalf ofthe Syndtrak internet website for this transaction, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries otherwise) in connection with the negotiation of this Agreement or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor Loan Document or delivered hereunder (as modified or supplemented by, and taken together with other information so furnished) contains any misstatement of their respective Subsidiaries or omitted to state a material fact or omits to state any material fact necessary in order to make such the statements contained therein, in the light of the circumstances under which they were made, not misleading. The written information; provided, reports and other papers and data however, that, with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-forward looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for Borrower represents only that such periods. All financial projections and other forward looking statements prepared by, or on behalf of the Borrower, any other Obligor or any of their respective Subsidiaries that have been or may hereafter be made available to the Agent or any Lender were or will be information was prepared in good faith based on upon assumptions believed to be reasonable assumptions. No fact at the time and notes that there can be no assurance that such expectations, beliefs or circumstance is known projections will be achieved or accomplished and that such projections are subject to the Borrower which has had, or may in the future have (so far an increasing degree of uncertainty as the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred they relate to in Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective Datelater periods of time.

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the any Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary in connection with with, pursuant to or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the BorrowerBorrowers, any the other Obligor or any of their respective Loan Parties and the other Subsidiaries taken as a whole or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements (including in each case all related schedules and notes) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the any Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary in connection with with, pursuant to or relating in any way to this Agreement, present fairly, in all material respects and in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year-end audit adjustments). All financial projections and other forward looking statements prepared by, by or on behalf of the any Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptionsassumptions as of the date of such information; provided, however, the Agent and the Lenders recognize that such projections as to future events are not to be viewed as facts or guarantees of future performance and that actual results during the period or periods covered by any such projections may differ from the projected results. No As of the Effective Date, no fact or circumstance is known to the any Borrower which has had, or may in the future have (so far as the such Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k6.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective DateLenders.

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor Borrower or any of their respective its Subsidiaries in connection with with, pursuant to or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Borrower and its Subsidiaries taken as a whole or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements (including in each case all related schedules and notes) furnished to the Agent or any Lender by, on behalf of, or at the direction of, of the Borrower, any other Obligor Borrower or any of their respective its Subsidiaries in connection with with, pursuant to or relating in any way to this Agreement, present fairly, in all material respects and in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year-end audit adjustments). All financial projections and other forward looking statements prepared by, by or on behalf of the Borrower, any other Obligor Borrower or any of their respective its Subsidiaries that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptionsassumptions as of the date of such information; provided, however, the Agent and the Lenders recognize that such projections as to future events are not to be viewed as facts or guarantees of future performance and that actual results during the period or periods covered by any such projections may differ from the projected results. No As of the Effective Date, no fact or circumstance is known to the Borrower which has had, or may in the future have (so far as the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective DateLenders.

Accuracy and Completeness of Information. No All written information, report or reports and other papers or and data (excluding other than (i) financial projections projections, budgets, forecasts, pro forma financial statements and other forward looking statementsstatements and (ii) general economic or industry information) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the BorrowerParent, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries or omitted to state other Subsidiary were, at the time the same were so furnished and taken as a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The whole with all other written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnishedsubstantially contemporaneously therewith, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects the recipient a true and accurate knowledge of the subject matter. All , or, in the case of financial statements furnished to (other than (x) financial projections, budgets, forecasts, pro forma financial statements and other forward looking statements and (y) the Agent or any Lender byfinancial statements covered in Section 6.1.(j)), on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries are complete and correct in connection with or relating in any way to this Agreement, all material respects and present fairly, in all material respects in accordance with GAAP consistently applied throughout the periods involved, the consolidated financial position of the Persons involved as at the date thereof their respective dates and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year-end audit adjustments and absence of full footnote disclosure). All financial projections projections, budgets, forecasts, pro forma financial statements and other forward looking statements prepared by, by or on behalf of the Parent, the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions believed to be reasonable assumptionsat the time of preparation thereof. No fact or circumstance is known to the Borrower any Loan Party which has had, or may in the future have (so far as the Borrower any Loan Party can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k6.1.(j) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders prior Lenders. No document furnished or written statement made to the Effective Date.Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents (other than (i) financial projections, budgets, forecasts, pro forma financial statements and other forward looking statements and (ii) general industry information) contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements contained therein not misleading. (u)

Accuracy and Completeness of Information. No All written information, report or reports and other papers or and data (excluding financial other than the Projections, other projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement wasBorrower were, at the time the same were so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, respects so as not to be materially misleading as to the extent necessary to give subject matter, or, in the case of financial statements, present fairly, in all material respects a true and accurate knowledge of the subject matter. All financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, present fairlyrespects, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by, by or on behalf of the Borrower, any other Obligor or any of their respective Subsidiaries Borrower that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith and were or will be based on assumptions made by the management of the Borrower believed reasonable assumptionsat the time prepared; provided, financial projections and other forward looking statements are not to be viewed as facts and are subject to a variety of factors beyond the control of the Borrower and that actual results during the period or periods covered by financial projections and other forward looking statements may differ from such financial projections and other forward looking statements and that the differences may be material and/or adverse. No document furnished or written statement made by the Borrower to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents contains or will contain when taken as a whole with all such documents and statements, contained at the time furnished any untrue statement of a material fact or circumstance is known omits or will omit to state a material fact necessary in order to make the Borrower statements contained herein or therein not materially misleading in light of the circumstances in which has had, or may in the future have (so far as the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective Datesame were made.

Accuracy and Completeness of Information. No All written information, report or reports and other papers or and data (excluding other than (i) financial projections projections, budgets, forecasts, pro forma financial statements and other forward looking statementsstatements and (ii) general industry information) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the BorrowerParent, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries or omitted to state other Subsidiary were, at the time the same were so furnished and taken as a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The whole with all other written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnishedsubstantially contemporaneously therewith, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects the recipient a true and accurate knowledge of the subject matter. All , or, in the case of financial statements furnished to (other than (x) financial projections, budgets, forecasts, pro forma financial statements and other forward looking statements and (y) the Agent or any Lender byfinancial statements covered in Section 6.1.(j)), on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries are complete and correct in connection with or relating in any way to this Agreement, all material respects and present fairly, in all material respects in accordance with GAAP consistently applied throughout the periods involved, the consolidated financial position of the Persons involved as at the date thereof their respective dates and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year-end audit adjustments and absence of full footnote disclosure). All financial projections projections, budgets, forecasts, pro forma financial statements and other forward looking statements prepared by, by or on behalf of the Parent, the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions believed to be reasonable assumptionsat the time of preparation thereof. No fact or circumstance is known to the Borrower any Loan Party which has had, or may in the future have (so far as the Borrower any Loan Party can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k6.1.(j) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders prior Lenders. No document furnished or written statement made to the Effective DateAdministrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents (other than (i) financial projections, budgets, forecasts, pro forma financial statements and other forward looking statements and (ii) general industry information) contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements contained therein not misleading.

Accuracy and Completeness of Information. No All written information, report or reports and other papers or and data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party in connection with with, pursuant to or relating in any way to this Agreement, contained any untrue statement is true and accurate in all material respects on the date as of a fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make which such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports reports, and other papers and data with respect to the Borrower, any other Obligor is stated or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject mattercertified. All financial statements (including in each case all related schedules and notes) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party in connection with with, pursuant to or relating in any way to this Agreement, present fairly, in all material respects and in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year-end audit adjustments). All financial projections and other forward looking statements prepared by, by or on behalf of the Parent, the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No As of the Effective Date, no fact or circumstance is known to the Parent or the Borrower which has had, or may in the future have (so far as the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k6.1.(j) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective DateLenders.

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets Borrowing Base Properties (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared by, or on behalf of the Borrower, any other Obligor or any of their respective Subsidiaries that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on assumptions believed to be reasonable assumptionsat the time made. No fact or circumstance is known to the Borrower which has had, or may in the future have (so far as the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) 6.1 or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective Date.

Accuracy and Completeness of Information. No All written information, report or ---------------------------------------- reports and other papers or and data (excluding financial projections and other forward looking statementsprojections) furnished to the Administrative Agent, either Arranger, the Syndication Agent or any Lender by, on behalf of, or at the direction of, the Borrower, the Parent or any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement wasSubsidiary were, at the time the same were so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written informationor, reports or other papers or datain the case of financial statements, to the extent necessary to give present fairly, in all material respects a true and accurate knowledge of the subject matter. All financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared by, by or on behalf of the BorrowerParent, the Borrower or any other Obligor or any of their respective Subsidiaries Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No fact or circumstance is known to the Borrower Parent which has had, or may in the future have (so far as the Borrower Parent can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k6.1.(l) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders prior to the Effective Date. No document furnished or written statement made to the Administrative Agent, either Arranger, the Syndication Agent or any Lender in connection with the negotiation, preparation or execution of this Agreement or any of the other Loan Documents, except as superceded by any subsequent document or written statement delivered prior to the Effective Date, in light of the circumstances under which furnished or made, contains or will contain any untrue statement of a fact material to the creditworthiness of the Borrower, the Parent or any other Subsidiary or omits or will omit to state a fact necessary in order to make the statements contained therein not materially misleading.

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the any Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary in connection with with, pursuant to or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the BorrowerBorrowers, any the other Obligor or any of their respective Loan Parties and the other Subsidiaries taken as a whole or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements (including in each case all related schedules and notes) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the any Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary in connection with with, pursuant to or relating in any way to this Agreement, present fairly, in all material respects and in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year-end audit adjustments). All financial projections and other forward looking statements prepared by, by or on behalf of the any Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptionsassumptions as of the date of such information; provided, however, the Agent and the Lenders recognize that such projections as to future events are not to be viewed as facts or guarantees of future performance and that actual results during the period or periods covered by any such projections may differ from the projected results. No As of the Effective Date, no fact or circumstance is known to the any Borrower which has had, or may could reasonably be expected in the future to have (so far as the such Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective Date.in

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the BorrowerParent, the Borrower or any other Obligor or any of their respective Subsidiaries Subsidiary in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the BorrowerParent, the Borrower or any other Obligor or any of their respective Subsidiaries Subsidiary or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements (including in each case all related schedules and notes) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the BorrowerParent, the Borrower or any other Obligor or any of their respective Subsidiaries Subsidiary in connection with or relating in any way to this Agreement, present fairly, in all material respects and in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year-end audit adjustments). All financial projections and other forward looking statements prepared by, by or on behalf of the BorrowerParent, the Borrower or any other Obligor or any of their respective Subsidiaries Subsidiary that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptionsassumptions but with it being understood that such projections and statement are not a guarantee of future performance. No As of the Effective Date, no fact or circumstance is known to the Parent or the Borrower which has had, or may in the future have (so far as the Parent or the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k7.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective DateLenders.

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written All factual information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets Credit Parties (other than projections and other forward-looking statementspro forma financial information) furnished furnished, and all factual statements and representations made, to the Agent Purchasers by a Credit Party, or the Lenders in connection with or relating in any way to this Agreement wason behalf of a Credit Party, were, at the time the same were so furnishedfurnished or made in writing, when taken together with all such other factual information, reports and other papers and data previously so furnished and all such other factual statements and representations previously so made, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a the Purchasers true and accurate knowledge of the subject mattermatter thereof in all material respects, and did not, as of the date so furnished or made, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein not misleading in light of the circumstances in which the same were made. All projections and pro forma financial statements furnished information with respect to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared by, Credit Parties furnished by or on behalf of the Borrower, any other Obligor or any of their respective Subsidiaries that have been or may hereafter be made available a Credit Party to the Agent or any Lender Purchasers were or will be prepared and presented in good faith by or on behalf of such Credit Party based on upon good faith estimates and assumptions believed by management of the Company to be reasonable assumptionsat the time made, it being recognized by the Purchasers that such financial information as it relates to future events is not being viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. No fact relating to the Company or circumstance its Subsidiaries or its respective businesses (other than facts relating to the economy in general) is known to the Borrower a Credit Party which has had, materially and adversely affects or may in the future have is reasonably likely (so far as the Borrower such Credit Party can reasonably foresee), ) to have a Material Adverse Effect which has not been set forth in the most recent financial statements referred delivered pursuant to in Section 6.1(k6.1 of the Note Agreement, Section 7(a) of this Second Amendment, or in such information, reports or other reports, papers or and data or otherwise disclosed in writing to the Agent and the Lenders Purchasers prior to the Effective Initial Second Amendment Closing Date.

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written All information, reports and other papers and data (other than projections) with respect to the Borrower, any other Obligor of its Subsidiaries or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) Excluded Subsidiary furnished to the Agent Lenders by the Borrower, or on behalf of the Lenders in connection with or relating in any way to this Agreement wasBorrower, and all SEC Reports were, at the time so furnished, complete and correct in all material respects, or has have been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects the Lenders a true and accurate knowledge of the subject mattermatter in all material respects. All financial statements furnished projections with respect to the Agent Borrower or any Lender by, on behalf of, or at the direction of, of its Subsidiaries furnished by the Borrower, any other Obligor or any were prepared and presented in good faith by the Borrower based upon facts and assumptions that the Borrower believed to be reasonable in light of their respective Subsidiaries in connection with or relating in any way current and foreseeable conditions, it being understood that projections are subject to this Agreementsignificant uncertainties and contingencies, present fairly, in accordance with GAAP consistently applied throughout many of which are beyond the periods involved, control of the Borrower and that no assurance can be given that the financial position of the Persons involved as at the date thereof results set forth in such projections will actually be realized and the results of operations for Borrower shall be under no obligation to update such periodsprojections. All financial projections and other forward looking statements prepared by, No document furnished or statement made in writing to the Lenders by or on behalf of the BorrowerBorrower in connection with the negotiation, preparation or execution of this Agreement and no SEC Report contains any other Obligor or any untrue statement of their respective Subsidiaries that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No fact or circumstance is known to the Borrower which has hada material fact, or may omits to state any such material fact necessary in order to make the future have (so far as the Borrower can reasonably foresee)statements contained therein not misleading, a Material Adverse Effect in either case which has not been set forth in the financial corrected, supplemented or remedied by subsequent documents furnished or statements referred to in Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed made in writing to the Agent and the Lenders prior to the Effective DateLenders.

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party in connection with with, pursuant to or relating in any way to this Agreement, when considered with all such information, reports, papers and data, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements (including in each case all related schedules and notes) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party in connection with with, pursuant to or relating in any way to this Agreement, present fairly, in all material respects and in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year-end audit adjustments). All financial projections and other forward looking statements prepared by, by or on behalf of the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No As of the Agreement Date, no fact or circumstance is known to the Borrower which has had, or may in the future have (so far as the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k7.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders. The Agent and the Lenders prior (x) acknowledge that projections and other forward-looking information are subject to risks that could cause the Effective Dateactual results to be materially different due to: (i) general economic and business conditions; (ii) shortages or price changes in raw materials, or labor shortages or unrest among key trades; (iii) land availability; (iv) weather conditions, natural disasters or similar environmental events; (v) debt level of the Borrower; (vi) terrorist activities and other acts of war; (viii) governmental regulation; (ix) competition; and (x) unanticipated violations of the Borrower’s policy, legal proceedings or claims or other events outside of the Borrower’s reasonable control and (y) agree the same shall not be considered a representation or warranty of the Borrower as the information may be incomplete or out of date as a result of such risks.

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, Holdings, the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary in connection with with, pursuant to or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of Holdings, the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements (including in each case all related schedules and notes) furnished to the Agent or any Lender by, on behalf of, or at the direction of, Holdings, the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary in connection with with, pursuant to or relating in any way to this Agreement, present fairly, in all material respects and in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year-end audit adjustments). All financial projections and other forward looking statements prepared by, by or on behalf of Holdings, the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No As of the Effective Date, no fact or circumstance is known to Holdings or the Borrower which has had, or may in the future have (so far as Holdings or the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k7.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective DateLenders.

Accuracy and Completeness of Information. No All written information, report or reports and other papers or and data (excluding financial projections and other forward looking statementsthan Projections (as defined below)) furnished to the Agent Agent, any Lender or any the Swingline Lender by, on behalf of, or at the direction of, the Borrower, Borrower or any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement wasLoan Party were, at the time the same were so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects the recipient a true and accurate knowledge of the subject matter. All , or, in the case of financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreementstatements, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared by, or on behalf of concerning the Borrower, any other Obligor Borrower or any of their respective its Subsidiaries that have been or may are hereafter be made available to the Agent or any Lender were by, on behalf of, or at the direction of, the Borrower or any other Loan Party ("Projections") have been or will be prepared in good faith based on reasonable assumptions. No Except for general economic and industry conditions (as opposed to economic or industry conditions uniquely applicable to the Borrower and its Subsidiaries because of the nature of the business in which they engage), no fact or circumstance is known to the Borrower which has had, or may which would reasonably be expected in the future to have (so far as the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) or in such statements, information, reports or other papers or data furnished to, or otherwise disclosed in writing to to, the Agent Agent, the Lenders and the Lenders Swingline Lender prior to the Effective Date. No document furnished or written statement made to the Agent, any Lender or the Swingline Lender in connection with the negotiation, preparation of execution of this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a fact material to the creditworthiness of the Borrower or any other Loan Party or omits or will omit to state a material fact necessary in order to make the statements contained therein not misleading.

Accuracy and Completeness of Information. No All written information, report or other papers or data than the Projections (excluding financial projections and other forward looking statements) furnished as defined below), which has been made available to the Administrative Agent or the Lenders by any Credit Party or any Credit Parties’ representatives, taken as a whole together with all supplements delivered by any Credit Party to the Administrative Agent or any Lender byfrom time to time, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating the transactions contemplated hereby is true and correct in any way to this Agreement, contained all material respects and does not contain any untrue statement of a material fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted omit to state a material fact necessary in order to make such the statements contained thereintherein not misleading in any material manner, in light of the circumstances under which they were it has been made, not misleading. The written information, reports and other papers all financial projections concerning the Borrower and data with respect its Subsidiaries that have been made available to the Borrower, any other Obligor Administrative Agent or the Lenders by the Borrower and its Subsidiaries or any of their respective Subsidiaries or representatives (the Unencumbered Assets (other than projections and other forward-looking statements“Projections”) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared by, or on behalf of the Borrower, any other Obligor or any of their respective Subsidiaries that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on upon assumptions believed in good faith by the Borrower to be reasonable assumptionsat the time furnished, it being understood and agreed that the Projections are subject to uncertainty and that there can be no assurances that they will be achieved and that actual results may differ materially from the Projections. No There is no fact or circumstance is now known to any of the Borrower Credit Parties which has hadhas, or may in the future have (so far as the Borrower can could reasonably foresee)be expected to have, a Material Adverse Effect which fact has not been set forth herein, in the financial statements referred of the Credit Parties furnished to in Section 6.1(k) the Administrative Agent and/or the Lenders, or in such informationany certificate, reports opinion or other papers written statement made or data furnished by the Credit Parties to the Administrative Agent and/or the Lenders or otherwise disclosed in writing any filing made by any Credit Party with the SEC. As of the Closing Date, to the Agent knowledge of the Loan Parties the information included in the Beneficial Ownership Certification, if any, is true and the Lenders prior to the Effective Datecorrect in all respects.

Accuracy and Completeness of Information. No written information, report All factual information heretofore or other papers contemporaneously furnished by or data (excluding financial projections and other forward looking statements) furnished on behalf of Holdings or any of its Subsidiaries to the Agent Administrative Agent, either Arranger or any Lender by, on behalf of, or at in writing (including all information contained in the direction of, Credit Documents and the Borrower, any other Obligor or any of their respective Subsidiaries Confidential Information Memorandum dated January 2004 delivered to the Lenders under the Original Credit Agreement in connection with the syndication of the Facilities (the “Confidential Information Memorandum”)) for purposes of or relating in connection with this Agreement or any way to this Agreementtransaction contemplated herein is, contained and all other factual information hereafter furnished by or on behalf of any untrue statement of a fact material such Persons in writing to the creditworthiness of the BorrowerAdministrative Agent, any other Obligor either Arranger or any Lender will be, true and accurate in all material respects on the date as of their respective Subsidiaries or omitted which such information is dated and, taken together, not incomplete by omitting to state a any material fact necessary in order to make such statements contained therein, information not misleading at such time in light of the circumstances under which they were madesuch information was provided; provided that, not misleading. The written information, reports and other papers and data with respect to projections Borrower represents only that the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections contained in such materials are based on good faith estimates and other forward-looking statements) furnished assumptions believed by Borrower to the Agent or the Lenders in connection with or relating in any way to this Agreement was, be reasonable and attainable at the time so furnished, complete and correct in all made. There is no fact known to any Credit Party that could reasonably be expected to have a Material Adverse Effect or that would be material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge an understanding of the subject matter. All financial condition, business, properties or prospects of any Credit Party that has not been expressly disclosed herein, in the other Credit Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared by, or on behalf of the Borrower, any other Obligor or any of their respective Subsidiaries that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No fact or circumstance is known to the Borrower which has had, or may in the future have (so far as the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders prior for use in connection with the transactions contemplated hereby and by the other Credit Documents. The Credit Parties understand that all such statements, representations and warranties shall be deemed to have been relied upon by the Effective DateLenders as a material inducement to make each extension of credit hereunder.

Accuracy and Completeness of Information. No written information, report or other papers 44 or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared by, or on behalf of the Borrower, any other Obligor or any of their respective Subsidiaries that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No fact or circumstance is known to the Borrower which has had, or may in the future have (so far as the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective Date.

Accuracy and Completeness of Information. No written informationThe Borrower has filed as exhibits to SEC Reports, report or disclosed to the Lenders through documents posted on the INTRALINKS internet website for this transaction, in each case prior to the date hereof, all agreements, instruments and corporate or other papers restrictions existing on the date hereof that are or, but for the lapse of time, would be required to be filed by the Borrower as exhibits to any report on Form 10-Q or data (excluding financial projections and other forward looking statements) furnished 10-K under the Exchange Act. Except as described by the Borrower in the SEC Reports filed prior to the date hereof or as disclosed to the Lenders through documents posted on the INTRALINKS internet website for this transaction prior to the date hereof, there are no facts or other 54 matters known to the Borrower that are or, but for the lapse of time, would be required to be disclosed by the Borrower on a report on Form 8-K under the Exchange Act. No reports, financial statements, certificates or other information furnished by or on behalf of the Borrower to the Administrative Agent or any Lender by(whether contained in the Confidential Information Memorandum dated March 2003, disclosed to the Lenders through documents posted on behalf ofthe INTRALINKS internet website for this transaction, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries otherwise) in connection with the negotiation of this Agreement or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor Loan Document or delivered hereunder (as modified or supplemented by, and taken together with other information so furnished) contains any misstatement of their respective Subsidiaries or omitted to state a material fact or omits to state any material fact necessary in order to make such the statements contained therein, in the light of the circumstances under which they were made, not misleading. The written information; PROVIDED that, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-forward looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for Borrower represents only that such periods. All financial projections and other forward looking statements prepared by, or on behalf of the Borrower, any other Obligor or any of their respective Subsidiaries that have been or may hereafter be made available to the Agent or any Lender were or will be information was prepared in good faith based on upon assumptions believed to be reasonable assumptions. No fact at the time and notes that there can be no assurance that such expectations, beliefs or circumstance is known projections will be achieved or accomplished and that such projections are subject to the Borrower which has had, or may in the future have (so far an increasing degree of uncertainty as the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred they relate to in Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective Datelater periods of time.

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary in connection with with, pursuant to or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Parent, the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements (including in each case all related schedules and notes) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary in connection with with, pursuant to or relating in any way to this Agreement, present fairly, in all material respects and in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year-end audit adjustments). All financial projections and other forward looking statements prepared by, by or on behalf of the Parent, the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No As of the Effective Date, no fact or circumstance is known to the Parent or the Borrower which has had, or may in the future have (so far as the Parent or the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k7.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective DateLenders.

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written All information, reports and other papers and data (other than projections) with respect to the BorrowerParent, any other Obligor the Borrower or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) Subsidiary furnished to the Agent Lenders by or on behalf of the Lenders in connection with Parent, the Borrower or relating in any way to this Agreement wasSubsidiary, or on their behalf, were, at the time so furnished, complete and correct in all material respects, or has have been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects the Lenders a true and accurate knowledge of the subject mattermatter in all material respects. All financial statements projections with respect to the Parent, the Borrower or any Subsidiary, furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared by, Lenders by or on behalf of the BorrowerParent, any other Obligor the Borrower or any of their respective Subsidiaries that have been or may hereafter be made available to the Agent or any Lender Subsidiary were or will be prepared and presented in good faith by Parent, the Borrower or any Subsidiary based on upon facts and assumptions that the Parent, the Borrower or any Subsidiary, as the case may be, believed to be reasonable assumptionsin light of current and foreseeable conditions, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results. No document furnished or statement made in writing to the Lenders by or on behalf of Parent, the Borrower or any Subsidiary in connection with the negotiation, preparation or execution of this Agreement contains any untrue statement of a material fact to the best of the Borrower's knowledge, or circumstance omits to state any such material fact necessary in order to make the statements contained therein not misleading, in either case, which has not been corrected, supplemented or remedied by subsequent documents furnished or statements made in writing to the Lenders. There is no fact known to the Parent, the Borrower or any Subsidiary which has hadhas, or may in the future have (so far as the Borrower can could reasonably foresee)be expected to have, a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective DateEffect.

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor Borrower or any of their respective its Subsidiaries in connection with with, pursuant to or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Borrower and its Subsidiaries taken as a whole or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements (including in each case all related schedules and notes) furnished to the Agent or any Lender by, on behalf of, or at the direction of, of the Borrower, any other Obligor Borrower or any of their respective its Subsidiaries in connection with with, pursuant to or relating in any way to this Agreement, present fairly, in all material respects and in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year-end audit adjustments). All financial projections and other forward looking statements prepared by, by or on behalf of the Borrower, any other Obligor Borrower or any of their respective its Subsidiaries that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptionsassumptions as of the date of such information; provided, however, the 107 Agent and the Lenders recognize that such projections as to future events are not to be viewed as facts or guarantees of future performance and that actual results during the period or periods covered by any such projections may differ from the projected results. No As of the Effective Date, no fact or circumstance is known to the Borrower which has had, or may in the future have (so far as the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective DateLenders.

Accuracy and Completeness of Information. No All written information, report or reports and other papers or and data (excluding other than financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement wasSubsidiary were, at the time the same were so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects the recipient a true and accurate knowledge of the subject matter. All , or, in the case of financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreementstatements, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by, by or on behalf of the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No document furnished or written statement made to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a material fact or circumstance is known omits or will omit to state a material fact necessary in order to make the Borrower statements contained therein, in light of the circumstances under which has hadthey were made, not misleading, and all financial projections, budgets and pro formas concerning the Borrower, any other Loan Party or any other Subsidiary that have been made available to Administrative Agent or any Lender by the Borrower, any other Loan Party or any other Subsidiary (or on their behalf) (the “Projections”) have been prepared in good faith based upon assumptions believed to be reasonable at the time made, it being understood that such Projections are not to be viewed as facts and are subject to significant uncertainties and contingencies, and actual results may in vary materially from the future have (so far as the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective DateProjections.

Accuracy and Completeness of Information. No All written information, report or reports and other papers or and data (excluding financial projections and other forward looking statements) furnished to the Agent Administrative Agent, the Issuing Bank or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement wasLoan Party were, at the time the same were so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or datarespects and not materially misleading, to the extent necessary to give in all material respects the recipient a true and accurate knowledge of the subject matter. All , or, in the case of financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreementstatements, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared by, or on behalf of pro forma financial information delivered to the Borrower, any other Obligor or any of their respective Subsidiaries that Administrative Agent and/or the Lenders have been or may hereafter and will be based on good faith estimates and assumptions believed by the Borrower and its Subsidiaries to be reasonable at the time made available and at the time furnished to the Administrative Agent or any Lender were or will be prepared in good faith based on reasonable assumptionsand/or the Lenders. No fact or circumstance specific to the Borrower and its Subsidiaries is known to the Borrower which has had, or may is reasonably likely in the future to have (so far as the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k7.1.(j) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders prior to the Effective Agreement Date. No document furnished or written statement made by the Borrower to the Administrative Agent, the Issuing Bank or any Lender in connection with the negotiation, preparation or execution of this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a fact material to the creditworthiness of the Borrower, any Subsidiary or any other Loan Party or omits or will omit to state a material fact specific to the Borrower and its Subsidiaries necessary in order to make the statements contained therein not materially misleading.

Accuracy and Completeness of Information. No All written information, report or reports and other papers or and data (excluding other than (i) financial projections projections, budgets, forecasts, pro forma financial statements and other forward looking statementsstatements and (ii) general industry information) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the BorrowerParent, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries or omitted to state other Subsidiary were, at the time the same were so furnished and taken as a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The whole with all other written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnishedsubstantially contemporaneously therewith, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects the recipient a true and accurate knowledge of the subject matter. All , or, in the case of financial statements furnished to (other than (x) financial projections, budgets, forecasts, pro forma financial statements and other forward looking statements and (y) the Agent or any Lender byfinancial statements covered in Section 6.1.(j)), on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries are complete and correct in connection with or relating in any way to this Agreement, all material respects and present fairly, in all material respects in accordance with GAAP consistently applied throughout the periods involved, the consolidated financial position of the Persons involved as at the date thereof their respective dates and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year‑end audit adjustments and absence of full footnote disclosure). All financial projections projections, budgets, forecasts, pro forma financial statements and other forward looking statements prepared by, by or on behalf of the Parent, the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions believed to be reasonable assumptionsat the time of preparation thereof. No fact or circumstance is known to the Borrower any Loan Party which has had, or may in the future have (so far as the Borrower any Loan Party can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k6.1.(j) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders prior Lenders. No document furnished or written statement made to the Effective DateAdministrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents (other than (i) financial projections, budgets, forecasts, pro forma financial statements and other forward looking statements and (ii) general industry information) contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements contained therein not misleading.

Accuracy and Completeness of Information. No written All information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, ---------------------------------------- reports and other papers and data with respect to the Borrower, any other Obligor Borrower or any of their respective Subsidiaries or Subsidiary (in each case, prior to and after giving effect to the Unencumbered Assets Acquisition) (other than projections and other forward-looking statementsprojections) furnished to the Agent Lenders by the Borrower or any Subsidiary, on behalf of the Lenders in connection with Borrower or relating any Subsidiary, or contained in any way to this Agreement wasof the Borrower's SEC Reports were, at the time so furnished, complete and correct in all material respects, or has have been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects the Lenders a true and accurate knowledge of the subject mattermatter in all material respects. All financial statements furnished projections with respect to the Agent Borrower or any Lender bySubsidiary, on behalf of, or at the direction of, furnished by the Borrower, were prepared and presented in good faith by the Borrower based upon facts and assumptions that the Borrower believes to be reasonable in light of current and foreseeable conditions, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any other Obligor such projections may differ from the projected results. No document furnished or any of their respective Subsidiaries statement made in connection with or relating in any way writing to this Agreement, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared by, Lenders by or on behalf of the Borrower, any other Obligor Borrower or any Subsidiary in connection with the negotiation, preparation or execution of their respective Subsidiaries that have this Agreement and no information contained in a statement made in the Borrower's SEC Reports contains any untrue statement of a material fact, or omits to state any such material fact necessary in order to make the statements contained therein not misleading, in either case which has not been corrected, supplemented or may hereafter be remedied by subsequent documents furnished or statements made available in writing to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptionsLenders. No There is no fact or circumstance is known to the Borrower or any Subsidiary which has hadhas, or may in the future have (so far as the Borrower can could reasonably foresee)be expected to have, a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective DateEffect.

Accuracy and Completeness of Information. No All written information, report or reports and other papers or and data (excluding other than financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor the Guarantors or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement waswere, at the time the same were so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects the recipient a true and accurate knowledge of the subject matter. All , or, in the case of financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreementstatements, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by, by or on behalf of the Borrower, any other Obligor the Guarantors or any of their respective Subsidiaries that have been or may hereafter be made available to the Administrative Agent or any Lender and the Lenders were or will be prepared in good faith based on reasonable assumptions. No fact or circumstance is known to Borrower, any Guarantor or any of the Borrower Borrower's Subsidiaries which has had, or may in the future have (so far as the Borrower or any Guarantor can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent. No document furnished or written statement made to the Administrative Agent and or the Lenders prior in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the Effective Datestatements contained therein not misleading.

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the BorrowerParent, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party in connection with with, pursuant to or relating in any way to this Agreement, contained any untrue statement of a fact material to regarding the creditworthiness of the BorrowerParent, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements (including in each case all related schedules and notes) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the BorrowerParent, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party in connection with with, pursuant to or relating in any way to this Agreement, present fairly, in all material respects and in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year-end audit adjustments). All financial projections and other forward looking statements prepared by, by or on behalf of the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on assumptions believed in good faith by the Borrower, such Subsidiary or such other Loan Party, as applicable, to be reasonable assumptionsat the time of preparation. No As of the Effective Date, no fact or circumstance is known to the Borrower Parent which has had, or may in the future reasonably be expected to have (so far as the Borrower Parent can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k6.1.(j) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective DateLenders.

Accuracy and Completeness of Information. No All written information, report or reports and other papers or and data (excluding other than financial projections and other forward looking statements, and information of a general economic or industry-specific nature) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the BorrowerParent, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor Credit Party or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement wasSubsidiary were, at the time the same were so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects the recipient a true and accurate knowledge of the subject matter. All , or, in the case of financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreementstatements, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by, by or on behalf of the Parent, the Borrower, any other Obligor Credit Party or any of their respective Subsidiaries other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No fact or circumstance is known to the Borrower any Credit Party which has had, or may in the future have (so far as the Borrower any Credit Party can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) 5.19 or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders prior Lenders. No document furnished or written statement made to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Credit Agreement or any of the other Credit Documents contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements contained therein not misleading. As of the Effective Date, if applicable, the information contained in the Beneficial Ownership Certification is true and correct in all respects.

Accuracy and Completeness of Information. No All written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written factual information, reports and other papers and data with respect to the BorrowerLoan Parties furnished pursuant to this Agreement and the other Loan Documents, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished all factual statements and representations made in writing, to the Agent Administrative Agent, the Arrangers or the Lenders in connection with by any Loan Party or relating in on behalf of any way to this Agreement wasLoan Party at its direction, were, at the time the same were so furnishedfurnished or made, when taken together with all such other written factual information, reports and other papers and data previously so furnished and all such other factual statements and representations previously so made in writing, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a the Administrative Agent, the Arrangers and the Lenders true and accurate knowledge of the subject mattermatter thereof in all material respects, and did not, as of the date so furnished or made, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances in which the same were made. All The projections and pro forma information contained in the materials referenced above were based upon good faith estimates and assumptions believed by the Loan Parties to be reasonable at the time made, it being recognized by the Administrative Agent, the Arrangers and the Lenders that such financial statements furnished information as it relates to future events is not to be viewed as fact and that actual results during the Agent period or periods covered by such financial information may differ from the projected results set forth therein by a material amount; provided, however, that the representation and warranty in this Section 5.17 shall not cover (x) the financial information addressed in Section 5.1 or Section 7.1 or (y) any reports that were prepared by the Administrative Agent, any Arranger, any Lender or any Lender by, on behalf of, advisor thereof (whether or at the direction of, the Borrower, not such advisor’s fees were paid by any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared by, or on behalf of the Borrower, any other Obligor or any of their respective Subsidiaries that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No fact or circumstance is known to the Borrower which has had, or may in the future have (so far as the Borrower can reasonably foreseeLoan Party), a Material Adverse Effect which has not been set forth in the financial statements referred but shall apply to in Section 6.1(k) or in such any written information, reports or reports, other papers or data or otherwise disclosed that were approved by any Loan Party for inclusion in writing to the Agent and the Lenders prior to the Effective Dateany such report.

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, or to the Borrower's knowledge with respect to such matters prepared by independent third parties, on behalf of, or at the direction of, the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleadingmisleading in any material respect. The written information, reports and other papers and data with respect to the Borrower, any Subsidiary, any other Obligor or any of their respective Subsidiaries Loan Party or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared by, or to the Borrower's knowledge with respect to such matters prepared by independent third parties, on behalf of the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptionsassumptions when prepared. No fact or circumstance is known to the Borrower which has had, or may in the future have (in the exercise of its reasonable business judgment and so far as the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective Date.

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the any Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary in connection with with, pursuant to or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of Borrowers, the Borrower, any other Obligor or any of their respective Loan Parties and the other Subsidiaries taken as a whole or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements (including in each case all related schedules and notes) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the any Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary in connection with with, pursuant to or relating in any way to this Agreement, present fairly, in all material respects and in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year-end audit adjustments). All financial projections and other forward looking statements prepared by, by or on behalf of the any Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptionsassumptions as of the date of such information; provided, however, the Agent and the Lenders recognize that such projections as to future events are not to be viewed as facts or guarantees of future performance and that actual results during the period or periods covered by any such projections may differ from the projected results. No As of the Effective Date, no fact or circumstance is known to the any Borrower which has had, or may could reasonably be expected in the future to have (so far as the such Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(ký6.1(k) or the periodic reports filed by the Trust with the Securities and Exchange Commission or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective DateLenders.

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written All information, reports and other papers and data (other than projections) with respect to the Borrower or any Consolidated Subsidiary, or, to the knowledge of the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) Subsidiary furnished to the Agent Lenders by the Borrower, or on behalf of the Lenders in connection with or relating in any way to this Agreement wasBorrower, and all SEC Reports were, at the time so furnished, complete and correct in all material respects, or has have been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects the Lenders a true and accurate knowledge of the subject mattermatter in all material respects. All financial statements furnished projections with respect to the Agent Borrower or any Lender byConsolidated Subsidiary, on behalf ofor, or at to the direction of, knowledge of the Borrower, any other Obligor or any Subsidiary, furnished by the Borrower, were prepared and presented in good faith by the Borrower based upon facts and assumptions that the Borrower believed to be reasonable in light of their respective Subsidiaries in connection with or relating in any way current and foreseeable conditions, it being understood that projections are subject to this Agreementsignificant uncertainties and contingencies, present fairly, in accordance with GAAP consistently applied throughout many of which are beyond the periods involved, control of the Borrower and that no assurance can be given that the financial position of results set forth in such projections will actually be realized. No document furnished or statement made in writing to the Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared by, Lenders by or on behalf of the BorrowerBorrower in connection with the negotiation, preparation or execution of this Agreement and no SEC Report contains any other Obligor untrue statement of a material fact, or omits to state any of their respective Subsidiaries that have such material fact necessary in order to make the statements contained therein not misleading, in either case which has not been corrected, supplemented or may hereafter be remedied by subsequent documents furnished or statements made available in writing to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptionsLenders. No There is no fact or circumstance is known to the Borrower or any of its Subsidiaries which has had, or may in the future have (so far as the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective DateEffect.

Accuracy and Completeness of Information. No All written information, report or reports and other papers or and data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party in connection with with, pursuant to or relating in any way to this Agreement, contained any untrue statement is true and accurate in all material respects on the date as of a fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make which such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports reports, and other papers and data with respect to the Borrower, any other Obligor is stated or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject mattercertified. All financial statements (including in each case all related schedules and notes) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party in connection with with, pursuant to or relating in any way to this Agreement, present fairly, in all material respects and in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year end audit adjustments). All financial projections and other forward looking statements prepared by, by or on behalf of the Parent, the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No As of the Effective Date, no fact or circumstance is known to the Parent or the Borrower which has had, or may in the future have (so far as the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k6.1(j) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective DateLenders.

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The All written information, reports and other papers and data with respect to the Borrower, any (excluding financial projections or other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-forward looking statements) furnished to the Agent Administrative Agent, any Issuing Bank or any Lender by, or at the Lenders in connection with direction of, the Parent, any other Borrower, any other Loan Party or relating in any way to this Agreement wasother Subsidiary were, at the time the same were so furnished, to the best of the Parent’s and PREIT’s knowledge, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects the recipient a true and accurate knowledge of the subject matter. All , or, in the case of financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreementstatements, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared by, by or on behalf of the BorrowerParent, any other Obligor Borrower or any of their respective Subsidiaries other Loan Party or Subsidiary that have been or may hereafter be made available to the Agent Administrative Agent, any Issuing Bank or any Lender were or will be prepared in good faith based on reasonable assumptions. No fact document furnished or circumstance is known written statement made, in each case by, or at the direction of any Loan Party or any other Subsidiary to the Borrower which has hadAdministrative Agent, any Issuing Bank or any Lender in connection with the 107 negotiation, preparation or execution of any Loan Document contains or will contain any untrue statement of a fact material to the creditworthiness of the Loan Parties and other Subsidiaries, taken as a whole, or may in the future have (so far as the Borrower can reasonably foresee)omits, or will omit to state a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing fact material to the Agent creditworthiness of the Loan Parties and the Lenders prior other Subsidiaries, taken as a whole, which is necessary in order to make the Effective Datestatements contained therein not misleading.

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the any Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary in connection with with, pursuant to or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the BorrowerBorrowers, any the other Obligor or any of their respective Loan Parties and the other Subsidiaries taken as a whole or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements (including in each case all related schedules and notes) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the any Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary in connection with with, pursuant to or relating in any way to this Agreement, present fairly, in all material respects and in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year-end audit adjustments). All financial projections and other forward looking statements prepared by, by or on behalf of the any Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptionsassumptions as of the date of such information; provided, however, the Agent and the Lenders recognize that such projections as to future events are not to be viewed as facts or guarantees of future performance and that actual results during the period or periods covered by any such projections may differ from the projected results. No As of the Effective Date, no fact or circumstance is known to the any Borrower which has had, or may could reasonably be expected in the future to have (so far as the such Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) or the periodic reports filed by the Trust with the Securities and Exchange Commission or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective DateLenders.

Accuracy and Completeness of Information. No All written information, report or reports and other papers or and data (excluding other than financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the BorrowerParent, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement wasSubsidiary were, at the time the same were so furnishedfurnished (including times prior to the Agreement Date in respect of any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with the underwriting or closing the transactions contemplated by this Agreement), complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects the recipient a true and accurate knowledge of the subject matter. All , or, in the case of financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreementstatements, present fairly, in accordance with GAAP GAAP, consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by, by or on behalf of the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions that the Borrower, other Loan Party or other Subsidiary believed to be reasonable assumptionsin light of the circumstances in which such financial projections and forward-looking statements were made (it being acknowledged that projections and forward-looking statements are not viewed as facts and the actual results may vary materially from projected results and that no assurance can be given that the projected results will be realized). No fact or circumstance is known to the Borrower any Loan Party which has had, or may in the future have (so far as the Borrower any Loan Party can reasonably foresee), ) a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k7.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders prior Lenders. No document furnished or written statement made to the Effective DateAdministrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements contained therein not misleading.

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written All information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Borrower and its Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statementsprojections) furnished to the Agent or Lenders by the Lenders in connection with or relating in any way to this Agreement wasBorrower were, at the time the same were so furnished, complete and correct in all material respects, or has have been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects the Lenders a true and accurate knowledge description of the subject mattermatter of such information, reports, or other papers and data in all material respects. All financial statements projections with respect to the Borrower and its Subsidiaries, furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared by, Lenders by or on behalf of the Borrower, any other Obligor or any of their respective Subsidiaries that have been or may hereafter be made available to the Agent or any Lender as supplemented, were or will be prepared and presented in good faith based on reasonable assumptionsby the Borrower, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results. No fact is known or circumstance is should be known to the Borrower which has had, or may in the future have (so far as the Borrower can reasonably foresee), a Material Adverse Effect Effect, which has not been set forth in the financial statements referred to in Section 6.1(k) subsection 3.1 or in such information, reports or other reports, papers or and data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective Date. No document furnished or statement made in writing to the Lenders by the Borrower in connection with the negotiation, preparation or execution of this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances in which they were made, not misleading, in either case which has not been corrected, supplemented or remedied by subsequent documents furnished or statements made in writing to the Lenders.

Accuracy and Completeness of Information. No written information, report All factual information heretofore or other papers contemporaneously furnished by or data (excluding financial projections and other forward looking statements) furnished on behalf of Holdings or any of its Subsidiaries to the Agent Administrative Agent, the Arranger or any Lender by, on behalf of, or at in writing (including all information contained in the direction of, Credit Documents and the Borrower, any other Obligor or any of their respective Subsidiaries Confidential Information Memorandum dated January 2004 delivered to the Lenders under the Original Credit Agreement in connection with the syndication of the Facilities (the “Confidential Information Memorandum”)) for purposes of or relating in connection with this Agreement or any way to this Agreementtransaction contemplated herein is, contained and all other factual information hereafter furnished by or on behalf of any untrue statement of a fact material such Persons in writing to the creditworthiness of Administrative Agent, the Borrower, any other Obligor Arranger or any Lender will be, true and accurate in all material respects on the date as of their respective Subsidiaries or omitted which such information is dated and, taken together, not incomplete by omitting to state a any material fact necessary in order to make such statements contained therein, information not misleading at such time in light of the circumstances under which they were madesuch information was provided; provided that, not misleading. The written information, reports and other papers and data with respect to projections Borrower represents only that the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections contained in such materials are based on good faith estimates and other forward-looking statements) furnished assumptions believed by Borrower to the Agent or the Lenders in connection with or relating in any way to this Agreement was, be reasonable and attainable at the time so furnished, complete and correct in all made. There is no fact known to any Credit Party that could reasonably be expected to have a Material Adverse Effect or that would be material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge an understanding of the subject matter. All financial condition, business, properties or prospects of any Credit Party that has not been expressly disclosed herein, in the other Credit Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared by, or on behalf of the Borrower, any other Obligor or any of their respective Subsidiaries that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No fact or circumstance is known to the Borrower which has had, or may in the future have (so far as the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders prior for use in connection with the transactions contemplated hereby and by the other Credit Documents. The Credit Parties understand that all such statements, representations and warranties shall be deemed to have been relied upon by the Effective DateLenders as a material inducement to make each extension of credit hereunder.

Accuracy and Completeness of Information. No All written information, report or reports and other papers or and data (excluding other than financial projections and other forward looking statementsstatements and information of a general economic or industry specific nature) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement wasSubsidiary were, at the time the same were so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to LEGAL 4867-4266-3982v.3 give in all material respects the recipient a true and accurate knowledge of the subject matter. All , or, in the case of financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreementstatements, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by, by or on behalf of the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions believed by the Borrower to be reasonable assumptionsat the time made available. No fact or circumstance is known to the Borrower any Loan Party which has had, or may in the future have (so far as the Borrower any Loan Party can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k7.1.(j) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders prior Lenders. No document furnished or written statement made to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements contained therein not misleading. As of the Effective Date, all of the information included in the Beneficial Ownership Certification is true and correct.

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the BorrowerParent, the Borrower or any other Obligor or any of their respective Subsidiaries Subsidiary in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the BorrowerParent, the Borrower or any other Obligor or any of their respective Subsidiaries Subsidiary or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements (including in each case all related schedules and notes) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the BorrowerParent, the Borrower or any other Obligor or any of their respective Subsidiaries Subsidiary in connection with or relating in any way to this Agreement, present fairly, in all material respects and in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year-end audit adjustments). All financial projections and other forward looking statements prepared by, by or on behalf of the BorrowerParent, the Borrower or any other Obligor or any of their respective Subsidiaries Subsidiary that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No As of the Effective Date, no fact or circumstance is known to the Parent or the Borrower which has had, or may in the future have (so far as the Parent or the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k7.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective DateLenders.

Accuracy and Completeness of Information. No written information, report or reports, prospectuses and other papers or and data (excluding financial projections and other forward looking statements) furnished relating to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor Borrower or any of their respective its Restricted Subsidiaries in connection with and furnished by the Borrower or relating in any way of its Restricted Subsidiaries to this Agreementthe Administrative Agent or the Lenders (other than the Projections (as defined below), other financial projections, forecasts, budgets, forward-looking statements, information of a general economic or industry specific nature, and third-party generated data), when furnished and taken as a whole, contained as of the date such statement, information, document or certificate was so furnished, any untrue statement of a material fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such the statements contained therein, herein or therein not misleading in light of the circumstances under which they such statements were mademade (except as supplemented, not misleading. The written updated or corrected by subsequent information, reports reports, prospectuses and other papers and data with respect provided prior to the Borrowernext occurring Advance), any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and all projections, forecasts, budgets and other forward-looking statements of the Borrower and its Restricted Subsidiaries (including, without, limitation, forecasts and projected financial statements) furnished (the “Projections”), (i) are based on estimates and assumptions that the Borrower believes in good faith to the Agent or the Lenders in connection with or relating in any way to this Agreement was, be reasonable at the time so furnishedsuch Projections are prepared; and (ii) reflect, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge as of the subject matter. All financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction ofdate prepared, the Borrower, any other Obligor or any ’s good faith forecast of their respective Subsidiaries in connection with or relating in any way to this Agreement, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared byinformation projected therein for the periods covered thereby (it being understood that Projections by their nature are inherently uncertain and no assurances can be given that the results reflected in the Projections will be achieved and that actual results may vary materially from such Projections). The Borrower has disclosed to the Administrative Agent and the Lenders all transactions in existence on the ClosingRestatement Effective Date between the Borrower or any of its Restricted Subsidiaries, or on behalf the one hand, and any Affiliate of the Borrower, any on the other Obligor or any of their respective Subsidiaries hand (other than transactions among the Borrower and its Restricted Subsidiaries) that have been or may hereafter would reasonably be made available expected to be material and adverse to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No fact or circumstance is known to interests of the Borrower which has had, or may in the future have (so far as the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective DateLenders.

Accuracy and Completeness of Information. No All written information, report or other papers or reports and data (excluding other than information of a general economic or industry nature, financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the BorrowerParent, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders Subsidiary in connection with or relating in any way to this Agreement wasor any other Loan Document were, at the time the same were so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects the recipient a true and accurate knowledge of the subject matter. All , or, in the case of financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreementstatements, present fairly, in all material respects, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year-end audit adjustments and the inclusion in the final audited statements of footnotes that were not contained in the interim statements); provided that, without limitation of any of the other representations or warranties independently made under other provisions of this Article VI or otherwise, such representation shall not apply to the accuracy of any appraisal, title commitment, survey, or engineering and environmental reports or any similar documents (excluding, in any event, all financial statements and reports) prepared by third parties (although the Borrower and Guarantors have no reason to believe that the Agent and the Lenders may not rely on the accuracy thereof). All financial projections projections, budgets and other forward looking statements prepared by, by or on behalf of the Parent, the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on assumptions believed to be reasonable assumptionsat the time made, but with it being understood that such projections and statements are not a guarantee of future performance and that such future performance may vary materially from such projections. No fact document furnished or circumstance is known to the Borrower which has had, or may in the future have (so far as the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing written statement made to the Agent and or any Lender in connection with the Lenders prior negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a fact, material to the Effective Datecreditworthiness of any Loan Party or any other Subsidiary or omits or will omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances in which they are or were made available, not misleading.

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Parent, the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party in connection with or relating in any way to this Agreement, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared by, by or on behalf of the Parent, the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No As of the Effective Date, no fact or circumstance is known to the Parent or the Borrower which has had, or may in the future have (so far as the Parent or the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k6.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders prior to Lenders. As of the Effective Date., if applicable, the information contained in the Beneficial Ownership Certification is true and correct in all respects

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared by, or on behalf of the Borrower, any other Obligor or any of their respective Subsidiaries that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No fact or circumstance is known to the Borrower which has had, or may in the future have (so far as the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective Date.. A/75663178.5

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written All information, reports and other papers and data (other than forecasts, projections and pro forma financial information) with respect to the Borrowerany Loan Party (in each case, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections prior to and other forward-looking statements) furnished after giving effect to the Agent or Merger furnished in writing to the Lenders by or on behalf of such Loan Party, and all information and data contained in connection with or relating in any way to this Agreement wasthe Proxy Statement and the Offering Memorandum, were, at the time so furnished, complete and correct in all material respects, or has have been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects the Lenders a true and accurate knowledge of the subject mattermatter in all material respects. All projections, forecasts and pro forma financial statements information with respect to any Loan Party, furnished to by the Agent Parent, Heat Holdings II or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries Borrower in connection with or relating in any way to this Agreement, present fairlywere prepared and presented in good faith by the Parent, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof Heat Holdings II and the Borrower based upon facts and assumptions that the Parent, Heat Holdings II and the Borrower believe to be reasonable in light of current and foreseeable conditions, it being recognized by the Lenders that such projections, forecasts and pro forma financial information as to future events are not to be viewed as facts and that actual results of operations for during the period or periods covered by any such periodsprojections, forecasts and pro forma financial information may differ from the projected results. All financial projections and other forward looking statements prepared by, No document furnished or statement made in writing to the Lenders by or on behalf of the BorrowerParent, any other Obligor Heat Holdings II, the Borrower or any Subsidiary in connection with the negotiation, preparation or execution of this Agreement, or any information or data contained in the Proxy Statement or the Offering Memorandum, at the time furnished, contains any untrue statement of a material fact, or omits to state any such material fact necessary in order to make the statements contained therein not misleading, in either case which has not been corrected, supplemented or remedied by subsequent documents furnished or statements made in writing to the Lenders. As of each date this representation and warranty is made or deemed made, there is no fact relating to the Parent, Heat Holdings II, the Borrower or any Subsidiary or their respective Subsidiaries that have been or may hereafter be made available businesses (other than facts relating to the Agent or any Lender were or will be prepared economy in good faith based on reasonable assumptions. No fact or circumstance is general) known to the Parent, Heat Holdings II, the Borrower or any Subsidiary which has hadhas, or may in the future have (so far as the Borrower can could reasonably foresee)be expected to have, a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective DateEffect.

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Administrative Agent or the Lenders in connection with or relating in any way to this Agreement waswere, at the time so furnished, complete and correct in all material respects, or has have been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared by, or on behalf of the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No fact or circumstance is known to the Borrower which has had, or may in the future have (so far as the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders prior to the Effective Date.

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the any Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary in connection with with, pursuant to or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of Borrowers, the Borrower, any other Obligor or any of their respective Loan Parties and the other Subsidiaries taken as a whole or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to after giving effect to, in the Borrower, any other Obligor or any case of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, data provided prior to the extent necessary Agreement Date, all supplements and additions to give in all material respects a true such written information, reports papers and accurate knowledge of data also provided prior to the subject matterAgreement Date. All financial statements (including in each case all related schedules and notes) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the any Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary in connection with with, pursuant to or relating in any way to this Agreement, present fairly, in all material respects and in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year-end audit adjustments and the absence of footnote disclosures). All financial projections and other forward looking statements prepared by, by or on behalf of the any Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptionsassumptions as of the date of such information; provided, however, the Agent and the Lenders recognize that such projections as to future events are not to be viewed as facts or guarantees of future performance and that actual results during the period or periods covered by any such projections may differ from the projected results. No As of the Effective Date, no fact or circumstance is known to the any Borrower which has had, or may could reasonably be expected in the future to have (so far as the such Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) or the periodic reports filed by the Trust with the Securities and Exchange Commission or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective DateLenders.

Accuracy and Completeness of Information. No None of the written information, report reports or other papers or data (excluding financial projections and other forward looking statements) ), taken as a whole as of the date of delivery thereof, furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party in connection with or relating in any way to this Agreement, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared by, by or on behalf of the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No As of the Effective Date, no fact or circumstance is known to the Borrower which has had, or may in the future have (so far as the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k6.1 .(j) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective DateLenders.

Accuracy and Completeness of Information. No All written information, report or other papers or data (excluding reports, financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent Purchaser or its counsel by or on behalf of the Lenders in connection with or relating in any way Borrower to this Agreement wasthe Purchaser were, at the time the same were so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects the recipient a true and accurate knowledge of the subject matter. All financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared by, or on behalf of the Borrower, any other Obligor or any of their respective Subsidiaries that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No fact or circumstance is known to the Borrower which has had, had or in the reasonable judgment of the Borrower may in the future have (so far as the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) 5.10 or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders Purchaser prior to the Effective Closing Date. Any financial, budget and other projections furnished to the Purchaser by the Borrower were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair and reasonable in light of the conditions existing at the time of delivery of such financial, budget or other projections, and represented, and as of the date of this representation, represent the Borrower’s best estimate of its future financial performance. No document furnished or other written statement made by the Borrower or the Obligated Group to the Purchaser in connection with the negotiation, preparation or execution of this Agreement or the Related Documents contains or will contain any untrue statement of a material fact or omits or will omit to state (as of the date made or furnished) any material fact necessary in order to make the statements contained herein or therein, in light of the circumstances under which they were or will be made, not misleading.

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The All written information, reports and other papers and data with respect to the Borrower, any (excluding financial projections or other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-forward looking statements) furnished to the Agent Administrative Agent, the Issuing Bank or any Lender by, or at the Lenders in connection with direction of, the Parent, any other Borrower, any other Loan Party or relating in any way to this Agreement wasother Subsidiary were, at the time the same were so furnished, to the best of the Parent’s and PREIT’s knowledge, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects the recipient a true and accurate knowledge of the subject matter. All , or, in the case of financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreementstatements, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared by, by or on behalf of the BorrowerParent, any other Obligor Borrower or any of their respective Subsidiaries other Loan Party or Subsidiary that have been or may hereafter be made available to the Agent Administrative Agent, the Issuing Bank or any Lender were or will be prepared in good faith based on reasonable assumptions. No fact document furnished or circumstance is known written statement made, in each case by, or at the direction of any Loan Party or any other Subsidiary to the Borrower which has hadAdministrative Agent, the Issuing Bank or any Lender in connection with the negotiation, preparation or execution of any Loan Document contains or will contain any untrue statement of a fact material to the creditworthiness of the Loan Parties and other Subsidiaries, taken as a whole, or may in the future have (so far as the Borrower can reasonably foresee)omits, or will omit to state a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing fact material to the Agent creditworthiness of the Loan Parties and the Lenders prior other Subsidiaries, taken as a whole, which is necessary in order to make the Effective Datestatements contained therein not misleading.

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor EPR or any of their respective its Subsidiaries in connection with with, pursuant to or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective EPR and its Subsidiaries taken as a whole or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements (including in each case all related schedules and notes) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor of EPR or any of their respective its Subsidiaries in connection with with, pursuant to or relating in any way to this Agreement, present fairly, in all material respects and in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year-end audit adjustments). All financial projections and other forward looking statements prepared by, by or on behalf of the Borrower, any other Obligor EPR or any of their respective its Subsidiaries that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptionsassumptions as of the date of such information; provided, however, the Agent and the Lenders recognize that such projections as to future events are not to be viewed as facts or guarantees of future performance and that actual results during the period or periods covered by any such projections may differ from the projected results. No As of the Effective Date, no fact or circumstance is known to the any Borrower which has had, or may in the future have (so far as the such Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k6.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective DateLenders.

Accuracy and Completeness of Information. No All written information, report or reports and other papers or and data (excluding other than financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor Realty Income or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement wasSubsidiary were, at the time the same were so furnishedfurnished and when taken as a whole, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects the recipient a true and accurate knowledge of the subject matter. All , or, in the case of financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreementstatements, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by, by or on behalf of the Borrower, any other Obligor Realty Income or any of their respective Subsidiaries Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No fact or circumstance is known to the Borrower or Realty Income which has had, or may in the future have (so far as the Borrower or Realty Income can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders prior to the Effective Agreement Date. No document furnished or written statement made to the Administrative Agent or any Lender by, or at the direction of, the Borrower, Realty Income or any Subsidiary in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents, when taken as a whole with all other such documents and statements, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein not materially misleading.

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statementsstatements and any financial statements which have been restated) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party in connection with with, pursuant to or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements (including in each case all related schedules and notes but excluding any financial statement which has been restated) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party in connection with with, pursuant to or relating in any way to this Agreement, present fairly, in all material respects and in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year-end audit adjustments). All financial projections and other forward looking statements prepared by, by or on behalf of the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries other Loan Party that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptionsassumptions but with it being understood that such projections and statements are not a guarantee of future performance. No As of the Effective Date, no fact or circumstance is known to the Borrower which has had, or may in the future have (so far as the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k6.1.(j) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective DateLenders.

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written All information, reports and other papers and data (other than forecasts, projections and pro forma financial information) with respect to the Borrower, any other Obligor Borrower or any of their respective Subsidiaries or the Unencumbered Assets Subsidiary (other than projections in each case, prior to and other forward-looking statements) furnished after giving effect to the Agent or Acquisition furnished in writing to the Lenders in connection with by or relating in on behalf of the Borrower or any way to this Agreement wasSubsidiary, were, at the time so furnished, complete and correct in all material respects, or has have been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects the Lenders a true and accurate knowledge of the subject mattermatter in all material respects. All projections, forecasts and pro forma financial statements furnished information with respect to the Agent Borrower or any Lender bySubsidiary, on behalf of, or at the direction of, furnished by the Borrower, were prepared and presented in good faith by the Borrower based upon facts and assumptions that the Borrower believes to be reasonable in light of current and foreseeable conditions, it being recognized by the Lenders that such projections, forecasts and pro forma financial information as to future events are not to be viewed as facts and that actual results during the period or periods covered by any other Obligor such projections, forecasts and pro forma financial information may differ from the projected results. No document furnished or any of their respective Subsidiaries statement made in connection with or relating in any way writing to this Agreement, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared by, Lenders by or on behalf of the Borrower or any Subsidiary in connection with the negotiation, preparation or execution of this Agreement, at the time furnished, contains any untrue statement of a material fact, or omits to state any such material fact necessary in order to make the statements contained therein not misleading, in either case which has not been corrected, supplemented or remedied by subsequent documents furnished or statements made in writing to the Lenders. There is no fact relating to the Borrower, any other Obligor Subsidiary or any of their respective Subsidiaries that have been or may hereafter be made available businesses (other than facts relating to the Agent or any Lender were or will be prepared economy in good faith based on reasonable assumptions. No fact or circumstance is general) known to the Borrower or any Subsidiary which has hadhas, or may in the future have (so far as the Borrower can could reasonably foresee)be expected to have, a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective DateEffect.

Accuracy and Completeness of Information. No written information, report or reports, prospectuses and other papers or and data (excluding financial projections and other forward looking statements) furnished relating to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor Borrower or any of their respective its Subsidiaries in connection with and furnished by the Borrower or relating in any way of its Subsidiaries to this Agreementthe Administrative Agent or the Lenders (other than the Projections (as defined below), other financial projections, forecasts, budgets, forward-looking statements, information of a general economic or industry specific nature, and third-party generated data), when furnished and taken as a whole, contained as of the date such statement, information, document or certificate was so furnished, any untrue statement of a material fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such the statements contained therein, herein or therein not misleading in light of the circumstances under which they such statements were mademade (except as supplemented, not misleading. The written updated or corrected by subsequent information, reports reports, prospectuses and other papers and data with respect provided prior to the Borrowernext occurring Advance), any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and all projections, forecasts, budgets and other forward-looking statements of the Borrower and its Subsidiaries (including, without, limitation, forecasts and projected financial statements) furnished (the “Projections”), (i) are based on estimates and assumptions that the Borrower believes in good faith to the Agent or the Lenders in connection with or relating in any way to this Agreement was, be reasonable at the time so furnishedsuch Projections are prepared; and (ii) reflect, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge as of the subject matter. All financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction ofdate prepared, the Borrower, any other Obligor or any ’s good faith forecast of their respective Subsidiaries in connection with or relating in any way to this Agreement, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared byinformation projected therein for the periods covered thereby (it being understood that Projections by their nature are inherently uncertain and no assurances can be given that the results reflected in the Projections will be achieved and that actual results may vary materially from such Projections). The Borrower has disclosed to the Administrative Agent and the Lenders all transactions in existence on the Closing Date between the Borrower or any of its Subsidiaries, or on behalf the one hand, and any Affiliate of the Borrower, any on the other Obligor or any of their respective Subsidiaries hand (other than transactions among the Borrower and its Subsidiaries) that have been or may hereafter would reasonably be made available expected to be material and adverse to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No fact or circumstance is known to interests of the Borrower which has had, or may in the future have (so far as the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective DateLenders.

Accuracy and Completeness of Information. No All written information, report or ---------------------------------------- reports and other papers and data produced by or data (excluding financial projections on behalf of the Borrower or any Subsidiary and other forward looking statements) furnished to the Agent or any Lender byLenders (including, on behalf ofwithout limitation, or at all such written information, reports and other papers and data relating to the direction ofAcquisition Transactions, the Borrower, any other Obligor Dart or any of their respective Subsidiaries Dart's Subsidiaries) were, at the time the same were so furnished, and, except to the extent that they have been updated or supplemented by additional written information, reports and/or other papers and data produced by or on behalf of the Borrower or any Subsidiary and furnished to the Lenders on or before the Closing Date, are as of the Closing Date, complete and correct in all material respects to the extent necessary to give the recipient a true and accurate knowledge of the subject matter. No document furnished or written statement made to the Administrative Agent or the Lenders by the Borrower or any Subsidiary in connection with the negotiation, preparation or execution of this Agreement or any of the Loan Documents (including, without limitation, any document or written statement relating in to the Acquisition Transactions, Dart or any way to this Agreement, contained of Dart's Subsidiaries) contains or will contain any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor Borrower or any of their respective its Subsidiaries or omitted omits or will omit to state a material fact necessary in order to make such the statements contained therein, therein not misleading in light of the circumstances under which they were made, not misleadingany material respect. The written information, reports and other papers and data with respect to the Borrower, Borrower is not aware of any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared by, or on behalf of the Borrower, any other Obligor or any of their respective Subsidiaries that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No fact or circumstance is known to the Borrower facts which has had, or may in the future have (so far as the Borrower can reasonably foresee), a Material Adverse Effect which it has not been set forth in the financial statements referred to in Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent having a Material Adverse Effect, or insofar as the Borrower can now foresee, could reasonably be expected to have a Material Adverse Effect. Notwithstanding anything to the contrary contained in this Section 7.1(x) or elsewhere in this Agreement, the Lenders and the Lenders prior Administrative Agent acknowledge and agree that (1) the representations made by the Borrower in this Section 7.1(x) concerning information relating to Dart or to Dart's Subsidiaries are accurate and complete to the Effective Dateknowledge of the Borrower, and (2) any projected or pro forma information provided by the Borrower was prepared by the Borrower in good faith and on the basis of reasonable assumptions (based upon the facts available to the Borrower at the time the assumptions were made), and the Borrower represents that nothing has come to the attention of the Borrower since the making of such assumptions which would make any such assumption invalid or unreasonable in any material respect.

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets Collateral Pool Properties (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this AgreementAgreement with respect to Borrower, any other Obligor, any of their respective Subsidiaries or the Collateral Pool Properties, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared by, or on behalf of the Borrower, any other Obligor or any of their respective Subsidiaries that have been or may hereafter be made available to the Agent or any Lender with respect to Borrower, any other Obligor, any of their respective Subsidiaries or the Collateral Pool Properties, were or will be prepared in good faith based on reasonable assumptions. No fact or circumstance is known to the Borrower which has had, or may in the future have (so far as the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective Date.

Accuracy and Completeness of Information. No All written information, report or reports and other papers or and data (excluding other than (i) financial projections projections, budgets, forecasts, pro forma financial statements and other forward looking statementsstatements and (ii) general industry information) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the BorrowerParent, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries or omitted to state other Subsidiary were, at the time the same were so furnished and taken as a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The whole with all other written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnishedsubstantially contemporaneously therewith, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects the recipient a true and accurate knowledge of the subject matter. All , or, in the case of financial statements furnished to (other than (x) financial projections, budgets, forecasts, pro forma financial statements and other forward looking statements and (y) the Agent or any Lender byfinancial statements covered in Section 6.1.(j)), on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries are complete and correct in connection with or relating in any way to this Agreement, all material respects and present fairly, in all material respects in accordance with GAAP consistently applied throughout the periods involved, the consolidated financial position of the Persons involved as at the date thereof their respective dates and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year-end audit adjustments and absence of full footnote disclosure). All financial projections projections, budgets, forecasts, pro forma financial statements and other forward looking statements prepared by, by or on behalf of the Parent, the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions believed to be reasonable assumptionsat the time of preparation thereof. No fact or circumstance is known to the Borrower any Loan Party which has had, or may in the future have (so far as the Borrower any Loan Party can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k6.1.(j) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders prior Lenders. No document furnished or written statement made to the Effective Date.Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents (other than (i) financial projections, budgets, forecasts, pro forma financial statements and other forward looking statements and (ii) general industry information) contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements contained therein not misleading. (u)

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared by, or on behalf of the Borrower, any other Obligor or any of their respective Subsidiaries that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No fact or circumstance is known to the Borrower which has had, or may in the future have (so far as the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective Date. As of the Effective Date, to the best knowledge of the Borrower, the information included in any Beneficial Ownership Certification provided on or prior to the Effective Date (if any) to any Lender in connection with this Agreement is true and correct in all respects.

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Administrative Agent or the Lenders in connection with or relating in any way to this Agreement waswere, at the time so furnished, complete and correct in all material respects, or has have been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared by, or on behalf of the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No fact or circumstance is known to the Borrower any Loan Party which has had, or may in the future have (so far as the Borrower any such Loan Party can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders prior to the Effective Date.

Accuracy and Completeness of Information. No All written information, report or reports and other papers or and data (excluding other than financial projections and other forward looking statements, and information of a general economic or industry-specific nature) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the BorrowerParent, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor Credit Party or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement wasSubsidiary were, at the time the same were so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects the recipient a true and accurate knowledge of the subject matter. All , or, in the case of financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreementstatements, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by, by or on behalf of the Parent, the Borrower, any other Obligor Credit Party or any of their respective Subsidiaries other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No fact or circumstance is known to the Borrower any Credit Party which has had, or may in the future have (so far as the Borrower any Credit Party can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) 5.19 or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders prior Lenders. No document furnished or written statement made to the Effective Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Credit Agreement or any of the other Credit Documents contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements contained therein not misleading. As of the Closing Date, if applicable, the information contained in the Beneficial Ownership Certification is true and correct in all respects.

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary in connection with with, pursuant to or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Parent, the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports All financial statements (including in each case all related schedules and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statementsnotes) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary in connection with with, pursuant to or relating in any way to this Agreement, present fairly, fairly in accordance with GAAP consistently applied throughout the periods involvedall material respects, the financial position of the Persons involved as at the date thereof and the results of operations for such periodsperiods in accordance with GAAP consistently applied throughout the periods involved (subject, as to interim statements, to changes resulting from normal year-end audit adjustments). All financial projections and other forward looking statements prepared by, by or on behalf of the Parent, the Borrower, any other Obligor Loan Party or any of their respective Subsidiaries other Subsidiary that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No As of the Effective Date, no fact or circumstance is known to the Borrower which has had, or may in the future is reasonably likely to have (so far as the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective DateLender.

Accuracy and Completeness of Information. No All written information, report or reports, and other papers or and data (excluding financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor Borrower or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement wasSubsidiary were, at the time the same were so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects the recipient a true and accurate knowledge of the subject matter. All , or, in the case of financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreementstatements, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the ALLIED AMENDED AND RESTATED CREDIT AGREEMENT 44 50 Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared by, or on behalf As of the BorrowerAgreement Date, any other Obligor or any of their respective Subsidiaries that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No no fact or circumstance is known to the Borrower or any Subsidiary which has had, or may in the future have (so far as the Borrower or any Subsidiary can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section SECTION 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders prior to the Effective Date. No document furnished or written statement made to Administrative Agent or any Lender in connection with the negotiation, preparation, or execution of this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a fact material to the creditworthiness of Borrower or any Subsidiary or omits or will omit to state a material fact necessary in order to make the statements contained therein not misleading. Notwithstanding the first and third sentences of this SECTION 6.1(s), as to projected financial information, Borrower represents and warrants only that such information, at the time furnished to Administrative Agent or any Lender, was prepared in good faith based on reasonable assumptions under the circumstances.

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets Borrowing Base Properties (other than projections and other forward-looking statements) furnished to the Administrative Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared by, or on behalf of the Borrower, any other Obligor or any of their respective Subsidiaries that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions believed to be reasonable assumptionsat the time made. No fact or circumstance is known to the Borrower which has had, or may in the future have (so far as the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) 6.1 or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders prior to the Effective Agreement Date.

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports and other papers and data with respect to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets Collateral Pool Properties (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this AgreementAgreement with respect to Borrower, any other Obligor, any of their respective Subsidiaries or the Collateral Pool Properties, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared by, or on behalf of the Borrower, any other Obligor or any of their respective Subsidiaries that have been or may hereafter be made available to the Agent or any Lender with respect to Borrower, any other Obligor, any of their respective Subsidiaries or the Collateral Pool Properties were or will be prepared in good faith based on reasonable assumptions. No fact or circumstance is known to the Borrower which has had, or may in the future have (so far as the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent and the Lenders prior to the Effective Date.

Accuracy and Completeness of Information. No (a) All written information, report or other papers or data (excluding financial projections and than Projections, other forward looking statements) furnished information and information of a general economic or general industry nature, that has been or is hereafter made available to the Administrative Agent or any Lender by, by or on behalf ofof the Parent, the Borrower or at any representative of the direction of, Parent or the Borrower, any other Obligor or any of their respective Subsidiaries taken as a whole, is and will be when furnished and taken as a whole, correct in connection with or relating in any way to this Agreementall material respects, contained and does not and will not contain any untrue statement of a material fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted omit to state a material fact necessary in order to make such the statements contained therein, in light of the circumstances under which they were made, not misleading. The written information, reports misleading (in each case after giving effect to all supplements and other papers updates provided thereto) and data with respect (b) all financial projections concerning the Parent and the Borrower that have been or are hereafter made available to the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) furnished to the Agent or the Lenders in connection with or relating in any way to this Agreement was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter. All financial statements furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared by, Lenders by or on behalf of the Borrower, any other Obligor you or any of their respective Subsidiaries that your representatives (the “Projections”) have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on upon assumptions that the Parent and the Borrower believe to be reasonable assumptions. No fact at the time made and at the time such Projections or circumstance is known other forward looking information are delivered to the Borrower Administrative Agent or any Lender; it being understood and agreed that such Projections and other forward looking information are merely a prediction as to future events and are not to be viewed as facts, the Projections are subject to significant uncertainties and contingencies, many of which has had, or may in are beyond the future have (so far as control of the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Agent Parent and the Lenders prior to Borrower, that actual results during the Effective Dateperiod or periods covered by any such Projections and other forward looking information may differ significantly from the projected results and such differences may be material, and no assurance can be given that the projected results will be realized.

Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Obligor or any of their respective Subsidiaries in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any other Obligor or any of their respective Subsidiaries or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. The written All information, reports and other papers and data (other than projections) with respect to the Borrower or any Consolidated Subsidiary, or, to the knowledge of the Borrower, any other Obligor or any of their respective Subsidiaries or the Unencumbered Assets (other than projections and other forward-looking statements) Subsidiary furnished to the Agent Lenders by the Borrower, or on behalf of the Lenders in connection with or relating in any way to this Agreement wasBorrower, and all SEC Reports were, at the time so furnished, complete and correct in all material respects, or has have been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects the Lenders a true and accurate knowledge of the subject mattermatter in all material respects. All financial statements furnished projections with respect to the Agent Borrower or any Lender byConsolidated Subsidiary, on behalf ofor, or at to the direction of, knowledge of the Borrower, any other Obligor or any Subsidiary, furnished by the Borrower, were prepared and presented in good faith by the Borrower based upon facts and assumptions that the Borrower believed to be reasonable in light of their respective Subsidiaries in connection with or relating in any way current and foreseeable conditions, it being understood that projections are subject to this Agreementsignificant uncertainties and contingencies, present fairly, in accordance with GAAP consistently applied throughout many of which are beyond the periods involved, control of the Borrower and that no assurance can be given that the financial position of the Persons involved as at the date thereof results set forth in such projections will actually be realized and the results of operations for Borrower shall be under no obligation to update such periodsprojections. All financial projections and other forward looking statements prepared by, No document furnished or statement made in writing to the Lenders by or on behalf of the BorrowerBorrower in connection with the negotiation, preparation or execution of this Agreement and no SEC Report contains any other Obligor or any untrue statement of their respective Subsidiaries that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. No fact or circumstance is known to the Borrower which has hada material fact, or may omits to state any such material fact necessary in order to make the future have (so far as the Borrower can reasonably foresee)statements contained therein not misleading, a Material Adverse Effect in either case which has not been set forth in the financial corrected, supplemented or remedied by subsequent documents furnished or statements referred to in Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed made in writing to the Agent and the Lenders prior to the Effective DateLenders.