Common use of Accuracy of Information, etc Clause in Contracts

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

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, any Assigned Agreement, or any Acquisition Document the Confidential Information Memorandum or any other material document, report, certificate or statement furnished by or on behalf of the Borrower or any Subsidiary Group Member to the LenderAdministrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement, any Agreement or the other Loan DocumentDocuments, any Assigned Agreementtaken as a whole, or any Acquisition Document contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the Closing Date), any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lender Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. As of the date hereofClosing Date, all to the best knowledge of the Borrower, the representations and warranties of the Borrower or any Subsidiary contained in the Acquisition Documents and Documentation that are material to the Assigned Agreements Lenders are true and correct in all material respectsrespects (except those representations and warranties that refer solely to an earlier date, which representations and warranties shall be true and correct as of such earlier date), except to the extent that the failure of such representations and warranties to be so true and correct does not give rise to a right of Holdings or the Borrower to terminate their respective obligations under the Merger Agreement in accordance with the terms thereof. There is no fact known to the Borrower or any Subsidiary Loan Party that could would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in any the other Loan DocumentDocuments, in any Assigned Agreement, in any Acquisition Document the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Lender Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents, taken as a whole.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, any Assigned Agreement, or any Acquisition Document the Confidential Information Memorandum or any other document, report, certificate or statement furnished in writing to the Administrative Agent or the Lenders or any of them, by or on behalf of the Borrower or any Subsidiary to the Lender, or any of them, Loan Party for use in connection with the transactions contemplated by this Agreement, any Agreement or the other Loan DocumentDocuments, any Assigned Agreementtaken as a whole, or any Acquisition Document contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lender Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amountamount and such results are not warranted to be obtained and no representation is made as to disclosure of matters of a general economic nature or matters of public knowledge that generally affect the industry in which Xxxxx-Xxxxx or any of its Subsidiaries is involved. As of the date hereof, all of the representations and warranties of the Borrower or any Subsidiary Borrower, and, to the Borrower's knowledge, of each other party to the Acquisition Agreement contained in the Acquisition Documents and the Assigned Agreements Agreement are true and correct in all material respects. There is no fact known to the Borrower or any Subsidiary Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in any the other Loan DocumentDocuments, in any Assigned Agreement, in any Acquisition Document the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Lender Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, any Assigned Agreement, or any Acquisition Document the Confidential Information Memorandum or any other document, report, certificate or statement furnished by or on behalf of the Borrower or any Subsidiary Loan Party to the LenderAdministrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement, any Agreement or the other Loan DocumentDocuments, any Assigned Agreement, or any Acquisition Document contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of its preparation), any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein therein, in light of the circumstances in which they were made, not misleading. The ; provided, that the projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lender Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. As of the date hereof, all of the representations and warranties of the Borrower or any Subsidiary contained in the Acquisition Documents and the Assigned Agreements are true and correct in all material respects. There is no fact known to the Borrower or any Subsidiary Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in any the other Loan DocumentDocuments, in any Assigned Agreement, in any Acquisition Document the Confidential Information Memorandum or in any other schedules, documents, certificates and statements furnished to the Lender Administrative Agent, the Lenders or their representatives for use in connection with the transactions contemplated hereby and by the other Loan Documents.

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

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Acquisition Document, any Assigned Agreement, or any Acquisition Document the Confidential Information Memorandum or any other document, report, certificate or written statement furnished by or on behalf of the Borrower or any Subsidiary to the LenderAdministrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this AgreementTransactions, any other Loan Document, any Assigned Agreement, or any Acquisition Document contained as of the date such written statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not misleading. The projections, including the projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lender Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amounttherein. As of the date hereof, all of the representations and warranties of the Borrower or any Subsidiary and, to the Borrower's knowledge, the representations and warranties of the other parties, contained in the each Acquisition Documents and the Assigned Agreements Document are true and correct in all material respects. The Lenders acknowledge that the Borrower is only making representations on the Closing Date in this Section 4.18 with respect to the Acquired Business to the extent of the Borrower's actual knowledge based on the information available to the Borrower. There is no fact known to the Borrower or any Subsidiary that could reasonably be expected to have result in a Material Adverse Effect material adverse effect on the condition (financial or otherwise), business, operations, assets, liabilities or prospects of the Borrower and its Subsidiaries, taken as a whole, that has not been expressly disclosed herein, in any other Loan Documentthe Acquisition Documents, in any Assigned Agreement, in any Acquisition Document the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Lender Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan DocumentsTransactions.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, any Assigned Agreementthe Confidential Information Memorandum and the other documents, certificates or statements furnished in writing to the Administrative Agent or the Lenders or any Acquisition Document or any other documentof them, report, certificate or statement furnished by or on behalf of the Borrower or any Subsidiary to the Lender, or any of them, Loan Party for use in connection with the transactions contemplated by this Agreement, any Agreement or the other Loan Document, any Assigned Agreement, or any Acquisition Document contained Documents taken as a whole as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the Closing Date), contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lender Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amountamount and such results are not warranted to be obtained and no representation is made as to disclosure of matters of a general economic nature or matters of public knowledge that generally affect the industry in which Xxxxx-Xxxxx or any of its Subsidiaries is involved. As of the date hereofClosing Date, all of the representations and warranties of the Borrower or any Subsidiary Borrower, and to the best of the Borrower's knowledge, the other parties to the Acquisition Agreement, contained in the Acquisition Documents and the Assigned Agreements Agreement are true and correct in all material respects. There is no fact known to the Borrower or any Subsidiary Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in any the other Loan DocumentDocuments, in any Assigned Agreement, in any Acquisition Document the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Lender Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information (other than projections, pro forma and other forward looking information) contained in this Agreement, any other Loan Document, any Assigned Agreement, or any Acquisition Document or any other document, report, certificate or statement furnished by or on behalf of the Borrower or any Subsidiary Loan Party to the LenderAdministrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement, any Agreement or the other Loan DocumentDocuments, any Assigned Agreement, or any Acquisition Document contained (when taken together with all other information provided) as of the date such statement, information, document or certificate was so furnished, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not misleadingmisleading in light of the circumstances under which they were made; provided that (a) with respect to information relating to Hortonwork’s industry generally and trade data which relates to a Person that is not a Loan Party or a Subsidiary thereof, the Borrower represents and warrants only that such information is believed by it in good faith to be accurate in all material respects, (b) any statements describing documents and agreements are summary only and as such are qualified in their entirety by reference to such documents and agreements, and (c) with respect to financial statements (other than (i) projected and pro forma financial information, and (ii) any historical financial information of any businesses acquired pursuant to any Permitted Acquisition (which is qualified to the extent provided therefor in the definitive documentation governing any such Permitted Acquisition)), the Borrower represents and warrants only that such financial statements present fairly in all material respects the consolidated financial condition of the applicable Person as of the dates indicated. The projections and pro forma financial information contained in provided to the materials referenced above Administrative Agent and Lenders by the Borrower and its Subsidiaries are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lender Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. As of the date hereof, all of the representations and warranties of the Borrower or any Subsidiary contained in the Acquisition Documents and the Assigned Agreements are true and correct in all material respects. There is no fact known to the Borrower or any Subsidiary Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in any the other Loan Document, in any Assigned Agreement, in any Acquisition Document Documents or in any other documents, certificates and statements furnished to the Lender Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement information, schedule, exhibit or information contained in this Agreement, any report or other Loan Document, any Assigned Agreement, or any Acquisition Document or any other document, report, certificate or statement document furnished by or on behalf of the Borrower or any Subsidiary of its Subsidiaries to the Lender, Administrative Agent or any of them, Lender in connection with the transactions contemplated by negotiation of this Agreement or pursuant to the terms of this Agreement, as such information, schedule, exhibit or report or other document has been amended, supplemented or superseded by any other Loan Document, any Assigned Agreement, or any Acquisition Document contained as of the date such statement, information, schedule, exhibit or report or other document later delivered to the same parties receiving such information, schedule, exhibit or certificate was so furnishedreport or other document, contained any untrue statement material misstatement of a material fact or omitted to state a material fact or any fact necessary to make the statements contained herein therein, in light of the circumstances when made, not materially misleading; provided that in the case of information, schedules, exhibits or therein not misleadingreports or other documents made, delivered or prepared by Persons other than the Borrower, its Subsidiaries and their agents, such representation and warranty is subject to the qualification that it is true and correct only to the knowledge of the Borrower and its Subsidiaries. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lender Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. As of the date hereof, all of the representations and warranties of the Borrower or any Subsidiary contained in the Acquisition Documents and the Assigned Agreements Recapitalization Documentation are true and correct in all material respects. There is no fact known to any Loan Party on the Borrower or any Subsidiary date of the Agreement that could would be reasonably be expected likely to have a Material Adverse Effect that has not been expressly disclosed herein, in any the other Loan DocumentDocuments, in any Assigned Agreement, in any Acquisition Document the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Lender Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

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

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, any Assigned Agreement, or any Acquisition Document or any other document, report, certificate or statement furnished by or on behalf of the Borrower or any Subsidiary Loan Party to the LenderAdministrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement, Agreement or the other Loan Documents (other than the projections and other pro forma financial information and any other Loan Documentforward-looking information), any Assigned Agreementwhen taken as a whole, or any Acquisition Document contained as of the date such statement, information, document or certificate was so furnished, furnished any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not misleadingmaterially misleading in light of the circumstances under which such statements were made. All forward-looking information that has been or will be made available to the Administrative Agent or the Lenders by or on behalf of any Loan Party is not and will not, when furnished and taken as a whole, be materially misleading in light of the circumstance under which such forward-looking information is furnished. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lender Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. As of the date hereof, all of the representations and warranties of the Borrower or any Subsidiary contained in the Acquisition Purchase Agreement Documents and made by the Assigned Agreements Borrower and, to the knowledge of the Borrower, made by Persons other than the Borrower are true and correct in all material respects. There is no fact known to the Borrower or any Subsidiary Loan Party that could would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in any the other Loan Document, in any Assigned Agreement, in any Acquisition Document Documents or in any other documents, certificates and statements furnished to the Lender Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, any Assigned Agreement, or any Acquisition Document or any other document, report, certificate or statement furnished to the Administrative Agent, the Collateral Agent or the Lenders or any of them, by or on behalf of the Borrower or any Subsidiary to the Lender, or any of them, for use in connection with the transactions contemplated by this Agreement, any Agreement or the other Loan DocumentDocuments, any Assigned Agreementtaken as a whole, or any Acquisition Document contained as of the date such statement, information, document or certificate was so furnished (as modified or supplemented by other information so furnished), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein therein, in light of the circumstances under which they were made, not misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lender Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. As of The Borrower has filed as exhibits to SEC Reports at least five Business Days prior to the date hereof, all agreements, instruments and corporate or other restrictions existing on the date hereof that are or, but for the lapse of the representations and warranties of time, would be required to be filed by the Borrower as exhibits to any report on Form 10-Q or any Subsidiary contained 10-K under the Exchange Act. Except as described by the Borrower in the Acquisition Documents and SEC Reports filed at least five Business Days prior to the Assigned Agreements date hereof, there are true and correct in all material respects. There is no fact facts or other matters known to the Borrower or any Subsidiary that could reasonably are or, but for the lapse of time, would be expected required to have a Material Adverse Effect that has not been expressly be disclosed herein, in any other Loan Document, in any Assigned Agreement, in any Acquisition Document or in any other documents, certificates and statements furnished to the Lender for use in connection with the transactions contemplated hereby and by the other Loan Documentsborrower on a report on Form 8-K under the Exchange Act.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, any Assigned Agreementthe Confidential Information Memorandum, or any Acquisition Document the Offering Memorandum or any other document, report, certificate or statement furnished to the Administrative Agent or the Lenders or any of them, by or on behalf of the Borrower or any Subsidiary to the Lender, or any of them, Loan Party for use in connection with the transactions contemplated by this Agreement, any Agreement or the other Loan DocumentDocuments, any Assigned Agreement, or any Acquisition Document contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein therein, when taken as a whole, not misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower Borrowers to be reasonable at the time made, it being recognized by the Lender Lenders that such financial information as it relates to future events is not to be viewed as fact 54 49 and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. As of the date hereof, all of the representations and warranties of the Borrower or any Subsidiary contained in the Acquisition Documents and the Assigned Agreements Recapitalization Documentation are true and correct in all material respects. There is no fact known to the Borrower or any Subsidiary Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in any the other Loan DocumentDocuments, in any Assigned Agreement, in any Acquisition Document the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Lender Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No As of the Expansion Signing Date, or, in the case of the Information Memorandums, the respective dates thereof, no statement or information contained in this Agreement, any other Loan Document, any Assigned Agreement, or any Acquisition Document each Information Memorandum or any other document, report, certificate or written statement furnished to any Secured Creditor, by or on behalf of any Wynn Obligor, the Borrower Company or any Subsidiary to the Lender, or any of them, PASA Agent for use in connection with the transactions contemplated by this Agreement, any other Loan Document, any Assigned Agreement, or any Acquisition Document contained as of the date Senior Finance Documents, contained (when, in the case of any such statementdocument, informationcertificate or written statement (other than the Information Memorandums), document read as a whole with all such documents, certificates and written statements furnished on or certificate was so furnished, prior to the Expansion Signing Date to such Senior Secured Creditor) any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not misleading. The As of the Expansion Signing Date, or, in the case of the Information Memorandums, the dates thereof, the projections and pro forma financial information contained in the materials referenced above (including the Projections) are based upon good faith estimates and assumptions believed by management of the Borrower Company to be reasonable at the time made, it being recognized by the Lender Senior Secured Creditors that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. As of the date hereofExpansion Signing Date, all of the representations and warranties of the Borrower or any Subsidiary contained in the Acquisition Documents and the Assigned Agreements there are true and correct in all material respects. There is no fact facts known to any Wynn Obligor, the Borrower Company or any Subsidiary the PASA Agent that could could, individually or collectively, reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed hereinin the Senior Finance Documents, in any other Loan Document, in any Assigned Agreement, in any Acquisition Document the Information Memorandums or in any other documents, certificates and written statements furnished to the Lender Senior Secured Creditors for use in connection with the transactions contemplated hereby and by the other Loan Senior Finance Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, any Assigned Agreement, or any Acquisition Document the Confidential Information Memorandum or any other document, report, certificate or statement furnished by or on behalf of the Borrower or any Subsidiary Loan Party to the LenderAdministrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement, any Agreement or the other Loan DocumentDocuments, any Assigned Agreement, or any Acquisition Document contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the each Borrower to be reasonable at the time mademade and as of the Closing Date (with respect to such projections and pro forma financial information delivered prior to the Closing Date), it being recognized by the Lender Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. As of the date hereofeach Delayed Draw Date, all of the representations and warranties of the Borrower or any Subsidiary contained in the Acquisition Documents and the Assigned Agreements Documentation are true and correct in all material respectsrespects and all material conditions to the consummation of the Acquisitions to be financed with the Delayed Draw Term Loans to be borrowed on such on such Delayed Draw Date set forth in the Acquisition Documentation have been satisfied or waived with the written consent of the Administrative Agent; provided that the consent of the Administrative Agent shall not be required for the waiver of the condition under such Acquisition Documentation that the conditions precedent to all other Acquisitions shall have been satisfied or waived. There is no fact known to the Borrower or any Subsidiary Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in any the other Loan DocumentDocuments, in any Assigned Agreement, in any Acquisition Document the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Lender Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

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

Accuracy of Information, etc. No statement or information (other than projections) contained in this Agreement, any other Loan Document, any Assigned Agreement, or any Acquisition Document the Confidential Information Memorandum or any other document, report, certificate or statement furnished to the Arrangers, the Agents or the Lenders or any of them, by or on behalf of the Borrower or any Subsidiary to the Lender, or any of them, Loan Party for use in connection with the transactions contemplated by this Agreement, any Agreement or the other Loan DocumentDocuments, any Assigned Agreement, or any Acquisition Document contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of Holdings and the Borrower to be reasonable at the time made, it being recognized by the Lender Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. As of the date hereofClosing Date, all of the representations and warranties of the Borrower and, to the best knowledge of Holdings or any Subsidiary the Borrower of Royal Numico N.V. and Numico USA, Inc., contained in the Acquisition Documents and the Assigned Agreements Documentation are true and correct in all material respectsrespects (except as set forth on Schedule 4.3). There As of the Closing Date, there is no fact known to the Borrower or any Subsidiary Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in any the other Loan DocumentDocuments, in any Assigned Agreement, in any Acquisition Document the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Lender Arrangers, the Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, any Assigned Agreement, or any Acquisition Document the Confidential Information Memorandum or any other document, report, certificate or statement furnished by or on behalf of the Borrower or any Subsidiary Loan Party to the LenderAdministrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement, any Agreement or the other Loan DocumentDocuments, any Assigned Agreement, or any Acquisition Document contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein , taken as a whole, in the light of the circumstances under which they were made, not misleading; provided that (a) with respect to trade data which relates to a Person which is not a Loan Party or an Affiliate thereof, the Borrower represents and warrants only that such information is believed by it in good faith to be accurate in all material respects, (b) the statements therein describing documents and agreements are summary only and as such are qualified in their entirety by reference to such documents and agreements and (c) that with respect to financial statements, other than projected financial information, the Borrower only represents that such financial statements present fairly in all material respects the consolidated financial condition of the applicable Person as of the dates indicated. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lender Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. As of the date hereof, all of the Borrower has not received any notice, nor has any reason to believe that, the representations and warranties of the Borrower or any Subsidiary contained in the Acquisition Documents and the Assigned Agreements Documentation are not true and correct in all material respects. There is no fact known to the Borrower or any Subsidiary Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in any the other Loan DocumentDocuments, in any Assigned Agreement, in any Acquisition Document the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Lender Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, any Assigned Agreement, or any Acquisition Document the Confidential Information Memorandum or any other document, report, certificate or statement furnished by or on behalf of the Borrower or any Subsidiary Loan Party to the LenderAdministrative Agent or the Lenders, or any of them, in connection with the transactions contemplated by this Agreement, any Agreement or the other Loan DocumentDocuments, any Assigned Agreement, or any Acquisition Document contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lender Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. As of the date hereof, all of the representations and warranties of the Borrower or any Subsidiary contained in the Acquisition Documents and the Assigned Agreements are true and correct in all material respects. There is no fact known to the Borrower or any Subsidiary Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in any the other Loan DocumentDocuments, in any Assigned Agreement, in any Acquisition Document the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Lender Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents. There are no statements or conclusions in any Engineering Report delivered to the Administrative Agent which are based upon or include misleading information or fail to take into account material information regarding the matters reported therein (it being understood that projections concerning volumes attributable to Oil and Gas Properties and production and cost estimates contained in each Engineering Report are necessarily based upon professional opinions, estimates and projections and that Holdings, the Borrower and its Restricted Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate).

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

Accuracy of Information, etc. No statement or The statements and information contained in this Agreement, any the other Loan DocumentDocuments, any Assigned Agreementthe Confidential Information Memorandum and the other documents, or any Acquisition Document or any other document, report, certificate or statement certificates and statements furnished by or on behalf of the Borrower or any Subsidiary Loan Party to the LenderAdministrative Agents or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement, any Agreement or the other Loan DocumentDocuments, any Assigned Agreementtaken as a whole, or any Acquisition Document contained do not contain, as of the date such statement, information, document or certificate was so furnishedof this Agreement, any untrue statement of a material fact or omitted omit to state a material fact necessary to make the statements contained herein or therein not misleading. The projections and pro forma PRO FORMA financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the U.S. Borrower to be reasonable at the time made, it being recognized by the Lender Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. As of the date hereof, all of the representations and warranties of the Borrower or any Subsidiary contained in the Acquisition Documents and the Assigned Agreements Documentation are true and correct in all material respects. There is no fact known to the Borrower or any Subsidiary Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in any the other Loan DocumentDocuments, in any Assigned Agreement, in any Acquisition Document the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Lender Administrative Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents. Notwithstanding anything in this Section 4.18 to the contrary, to the extent the foregoing representation and warranty relates to the Pillsbury Businesses (whether the information referred to in such representation and warranty is contained in this Agreement, the Confidential Information Memorandum, the Acquisition Documentation or any other agreement or document referred to herein), such representation and warranty is made by the Borrowers only to their knowledge.

Accuracy of Information, etc. No statement or information ---------------------------- contained in this Agreement, any other Loan Document, any Assigned Agreement, or any Acquisition Document or any other document, report, certificate or written statement furnished by or on behalf of the Borrower or any Subsidiary Loan Party to the LenderAdministrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement, any Agreement or the other Loan DocumentDocuments, any Assigned Agreement, or any Acquisition Document contained as of the date such statement, information, document or certificate was so furnished, furnished any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not misleading. To the extent applicable to disclosure of matters that relate to a business acquired pursuant to an Acquisition (other than the City Truck Acquisition or the Stone Acquisition) for periods prior to the consummation thereof, the representations and warranties set forth in the preceding sentence shall be made only to the best knowledge of the Borrower. The projections and pro forma financial information contained in the materials --- ----- referenced above and delivered on or after the Closing Date are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lender Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. As of the date hereof, all of the representations and warranties of the Borrower or any Subsidiary contained in the City Truck Acquisition Documents and the Assigned Agreements Documentation are true and correct in all material respectscorrect, except as could not reasonably be expected to have a Material Adverse Effect. There is no fact known to the Borrower or any Subsidiary officer of any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in any the other Loan Document, in any Assigned Agreement, in any Acquisition Document Documents or in any other documents, certificates and statements furnished to the Lender Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, any Assigned Agreement, or any Acquisition Document the Confidential Information Memorandum or any other material document, report, certificate or statement furnished by or on behalf of the Borrower or any Subsidiary Group Member to the LenderAdministrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement, any Agreement or the other Loan DocumentDocuments, any Assigned Agreementtaken as a whole, or any Acquisition Document contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lender Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. As of the date hereofClosing Date, all to the best knowledge of the Borrower, the representations and warranties of the Borrower or any Subsidiary contained in the Acquisition Documents and the Assigned Agreements Documentation are true and correct in all material respectsrespects (except those representations and warranties that refer solely to an earlier date, which representations and warranties shall be true and correct as of such earlier date). There is no fact known to the Borrower or any Subsidiary Loan Party that could would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in any the other Loan DocumentDocuments, in any Assigned Agreement, in any Acquisition Document the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Lender Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents, taken as a whole.

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

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, any Assigned Agreement, or any Acquisition Document the Confidential Information Memorandum or any other material document, report, certificate or statement furnished by or on behalf of the Borrower or any Subsidiary Group Member to the LenderAdministrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement, any Agreement or the other Loan DocumentDocuments, any Assigned Agreementtaken as a whole, or any Acquisition Document contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the Original Closing Date), any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lender Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. As of the date hereofOriginal Closing Date, all to the best knowledge of the Borrower, the representations and warranties of the Borrower or any Subsidiary contained in the Acquisition Documents and the Assigned Agreements Documentation are true and correct in all material respectsrespects (except those representations and warranties that refer solely to an earlier date, which representations and warranties shall be true and correct as of such earlier date). There is no fact known to the Borrower or any Subsidiary Loan Party that could would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in any the other Loan DocumentDocuments, in any Assigned Agreement, in any Acquisition Document the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Lender Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents, taken as a whole.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, any Assigned Agreement, or any Acquisition Document the Confidential Information Memorandum or any other document, report, certificate or statement furnished to the Administrative Agent or the Lenders or any of them, by or on behalf of the Borrower or any Subsidiary to the Lender, or any of them, for use in connection with the transactions contemplated by this Agreement, any Agreement or the other Loan DocumentDocuments, any Assigned Agreement, or any Acquisition Document contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not misleadingmaterially misleading in light of the circumstances under which such statements were made. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lender Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. As of the date hereof, all of (i) the representations and warranties of the Borrower or any Subsidiary contained in the Acquisition Documents Documentation are true and correct in all material respects, and (ii) to the Assigned Agreements best knowledge of the Borrower, the representations and warranties of the Selling Parties in the Acquisition Documentation are true and correct in all material respects. There is no fact known to the Borrower concerning the Borrower, the General Partner, WEG or any Subsidiary its Subsidiaries, or its or their respective Properties, business or condition (financial or otherwise) that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in any the other Loan DocumentDocuments, in any Assigned Agreement, in any Acquisition Document the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Lender Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No Except as described on Schedule 4.1, no statement or information contained in this Agreement, any other Loan Document, any Assigned Agreement, or any Acquisition Document the Confidential Information Memorandum or any other document, report, certificate or statement furnished to the Administrative Agent or the Lenders or any of them, by or on behalf of the Borrower or any Subsidiary to the Lender, or any of them, Loan Party for use in connection with the transactions contemplated by this Agreement, any Agreement or the other Loan DocumentDocuments, any Assigned Agreement, or any Acquisition Document contained as of the date such statement, information, document or certificate was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not misleading, when considered as a whole. The Except as described on Schedule 4.1, the projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lender Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. As of the date hereof, all of the The representations and warranties of the Borrower or any Subsidiary and Acquisition Sub contained in the Acquisition Documents and the Assigned Agreements Documentation are true and correct in all material respectsrespects as of the date hereof (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date). There As of the date hereof and except as described on Schedule 4.1, there is no fact known to the Borrower or any Subsidiary Responsible Officer that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in any the other Loan DocumentDocuments, in any Assigned Agreement, in any Acquisition Document the Confidential Information Memorandum or in any other documents, certificates and statements furnished by the Loan Parties to the Lender Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, any Assigned Agreementthe Confidential Information Memorandum, or any Acquisition Document the Bumble Bee Confidential Information Memorandum or any other document, report, certificate or statement furnished by or on behalf of the Borrower or any Subsidiary to the LenderAdministrative Agent or the Lenders, or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement, any Agreement or the other Loan DocumentDocuments, any Assigned Agreement, or any Acquisition Document contained as of the date such statement, information, document or certificate was so furnishedfurnished (or (a) in the case of the Confidential Information Memorandum, as of the Closing Date or (b) in the case of the Bumble Bee Confidential Information Memorandum, as of the Amendment/Restatement Closing Date), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not misleading. The projections and pro forma financial information and other estimates and opinions contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lender Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. As of the date hereofClosing Date, all of the representations and warranties of the Borrower or any Subsidiary contained Buyer and the Merger Sub and, to the best knowledge of the Borrower, the Sellers and AH Food Co. in the Acquisition Documents Agreement are true and correct in all material respects. As of the Assigned Agreements Amendment/Restatement Closing Date, the representations and warranties of the Buyer (as defined in the Bumble Bee Purchase Agreement) and, to the best knowledge of the Borrower, the Sellers (as defined in the Bumble Bee Purchase Agreement) in the Bumble Bee Purchase Agreement are true and correct in all material respects. There is no fact known to the Borrower or any Subsidiary Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in any the other Loan DocumentDocuments, in any Assigned Agreementthe Confidential Information Memorandum, in any Acquisition Document the Bumble Bee Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Lender Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.