Common use of Complete Disclosure Clause in Contracts

Complete Disclosure. All factual information (taken as a whole) furnished by or on behalf of a Loan Party or its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement, the other Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of a Loan Party or its Subsidiaries in writing to Agent or any Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On the Closing Date, the Projections that were most recently delivered to Agent (and were accepted by Agent) represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent Borrower’s good faith estimate of the Loan Parties’ and their Subsidiaries future performance for the periods covered thereby based upon assumptions believed by Borrower to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Subsidiaries and no assurances can be given that such Projections will be realized).

Complete Disclosure. All factual information (taken as a whole) furnished by or on behalf of a Loan Party or its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto hereto, in the Disclosure Letter or in the other Loan Documents) for purposes of or in connection with this Agreement, the other Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of a Loan Party or its Subsidiaries in writing to Agent or any Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On the Closing Date, the Closing Date Projections that were most recently delivered to Agent (and were accepted by Agent) represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent Borrower’s good faith estimate of the Loan Parties’ and their Subsidiaries future performance for the periods covered thereby based upon assumptions believed by Borrower to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections projections and forecasts are subject to uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Subsidiaries and no assurances can be given that such Projections projections or forecasts will be realized).

Complete Disclosure. All factual information (taken as a whole) furnished by or on behalf of a Loan Party or its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement, the other Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of a Loan Party or its Subsidiaries in writing to Agent or any Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On the Closing Date, the Closing Date Projections that were most recently delivered to Agent (and were accepted by Agent) represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent BorrowerParent’s and Borrowers’ good faith estimate of the Loan Parties’ and their Subsidiaries Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by Borrower Parent and Borrowers to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections projections and forecasts are subject to uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Subsidiaries and no assurances can be given that such Projections projections or forecasts will be realized).

Complete Disclosure. All factual information (taken as a whole) other than the Projections furnished by or on behalf of a Loan Party Parent, Borrowers or its their respective Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement, the other Loan Documents, Documents or any transaction contemplated herein or therein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of a Loan Party Parent, Borrowers or its their respective Subsidiaries in writing to Agent or any Lender will be, true and accurate, accurate in all material respects, respects on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On the Closing Date, the Closing Date Projections that were most recently delivered to Agent (and were accepted by Agent) represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent Borrower’s Borrowers’ good faith best estimate of the Loan Parties’ their and their Subsidiaries Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by Borrower to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections projections are subject to uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Subsidiaries and no assurances there can be given that such Projections no assurance projections will be realized).

Complete Disclosure. All factual information (taken as a whole) furnished by or on behalf of a Loan Party Parties or its their Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement, the other Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of a Loan Party Parties or its their Subsidiaries in writing to Agent or any Lender will be, true and accurate, accurate in all material respects, respects on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On the Closing Date, the Closing Date Projections that were most recently delivered to Agent (and were accepted by Agent) represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent Borrower’s Loan Parties’ good faith estimate of the Loan Parties’ their and their Subsidiaries Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by Borrower Loan Parties to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections projections and forecasts are subject to uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Subsidiaries and no assurances can be given that such Projections projections or forecasts will be realized).

Complete Disclosure. All factual information (taken as a whole) furnished by or on behalf of a Loan Party Borrower or its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement, the other Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of a Loan Party Borrower or its Subsidiaries in writing to Agent or any Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On the Closing Restatement Date, with respect to the Projections that were most recently delivered to Agent (and were accepted by Agent) representInitial Business Plan, and as of the date on which any other Projections are delivered prepared for delivery to Agent, with respect to such additional Projections, the Borrower represents and warrants that such Projections represent Borrower’s were prepared in good faith estimate of the Loan Parties’ and their Subsidiaries future performance for the periods covered thereby based upon on assumptions believed by Borrower to be reasonable at the time of the delivery thereof to Agent (preparation thereof, it being understood that (without limiting Borrower’s obligations hereunder relating to or based on such Projections projections) such projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Subsidiaries and Borrower’s control, such that no assurances warranty can be given that such Projections the projections will be realized).

Complete Disclosure. All factual information (taken as a whole) furnished by or on behalf of a Loan Party Borrower or its Subsidiaries in writing to Administrative Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement, the other Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of a Loan Party Borrower or its Subsidiaries in writing to Administrative Agent or any Lender will be, true and accurate, in all material respects, accurate on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On the Closing Date, the Projections that were most recently delivered to Agent (and were accepted by Agent) represent, and as of the date on which any other Projections are delivered to Administrative Agent, such additional Projections represent Borrower’s 's good faith estimate of the Loan Parties’ its and their Subsidiaries its Subsidiaries' future performance for the periods covered thereby thereby, based upon assumptions believed by Borrower to be reasonable at the time of the delivery thereof to Administrative Agent (it being understood that such Projections projections and forecasts are subject to uncertainties and contingencies, many of which are beyond the control of the Loan Parties Borrower and their its Subsidiaries and no assurances can be given that such Projections projections or forecasts will be realized).

Complete Disclosure. All factual information (taken as a whole) furnished by or on behalf of a Loan Party or its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement, the other Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of a Loan Party or its Subsidiaries in writing to Agent or any Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On the Closing Date, the Closing Date Projections that were most recently delivered to Agent (and were accepted by Agent) represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent Borrower’s Parent's and Borrowers' good faith estimate of the Loan Parties’ ' and their Subsidiaries Subsidiaries' future performance for the periods covered thereby based upon assumptions believed by Borrower Parent and Borrowers to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections projections and forecasts are subject to uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Subsidiaries and no assurances can be given that such Projections projections or forecasts will be realized).

Complete Disclosure. All factual information (taken as a whole) furnished by or on behalf of a Loan any Credit Party or its their respective Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto hereto, to the Disclosure Letter or in the other Loan Documents) for purposes of or in connection with this Agreement, the other Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of a Loan any Credit Party or its their respective Subsidiaries in writing to Agent or any Lender will be, true and accurate, accurate in all material respects, respects on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On the Closing Date, the Closing Date Projections that were most recently delivered to Agent (and were accepted by Agent) represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent Borrower’s the Credit Parties’ good faith estimate of the Loan Parties’ their and their Subsidiaries respective Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by Borrower the Credit Parties to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections projections and forecasts are subject to uncertainties and contingencies, many of which are beyond the control of the Loan Credit Parties and their Subsidiaries and no assurances can be given that such Projections projections or forecasts will be realized).

Complete Disclosure. All factual information (information, taken as a whole) , furnished by or on behalf of a Loan Party or its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement, Agreement or the other Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (information, taken as a whole) , hereafter furnished by or on behalf of a Loan Party or its Subsidiaries in writing to Agent or any Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified certified, and such information (taken as a whole with Borrower's SEC filings and the Projections) is not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On the Closing Date, the The Projections that were most recently delivered to Agent (and were accepted by Agent) on October 7, 2011 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent represent, Borrower’s 's good faith estimate estimate, on the date such Projections are delivered, of the Loan Parties’ ' and their Subsidiaries Subsidiaries' future performance for the periods covered thereby based upon assumptions believed by Borrower to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Subsidiaries and Subsidiaries, that no assurances can be given that such Projections will be realized, and that actual results may differ in a material manner from such Projections).

Complete Disclosure. All factual information (taken as a whole) furnished by or on behalf of a Loan Party Borrower or its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the Disclosure Letter or other Loan Documents) for purposes of or in connection with this Agreement, the other Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of a Loan Party Borrower or its Subsidiaries in writing to Agent or any Lender for purposes of or in connection with this Agreement, the other Loan Documents or any transaction contemplated herein or therein will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On the Closing Date, the Projections that were most recently delivered to Agent (and were accepted by Agent) represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent Borrower’s good faith estimate of the Loan Parties’ its and their its Subsidiaries future performance for the periods covered thereby based upon assumptions believed by Borrower to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections projections and forecasts are subject to uncertainties and contingencies, many of which are beyond the control of the Loan Parties Borrower and their its Subsidiaries and no assurances can be given that such Projections projections or forecasts will be realized).

Complete Disclosure. All factual information (taken as a whole) furnished by or on behalf of a Loan Party or its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement, the other Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of a Loan Party or its Subsidiaries in writing to Agent or any Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On the Closing Date, the Closing Date Projections that were most recently delivered to Agent (and were accepted by Agent) represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent Borrower’s 's good faith estimate of the Loan Parties’ ' and their Subsidiaries future performance for the periods covered thereby based upon assumptions believed by Borrower to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections projections and forecasts are subject to uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Subsidiaries and no assurances can be given that such Projections projections or forecasts will be realizedrealized and any differing in actual results may be material).

Complete Disclosure. All factual information (taken as a whole) furnished by or on behalf of a Loan Party Borrowers or its their Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement, the other Loan Documents, Documents or any transaction contemplated herein or therein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of a Loan Party Borrowers or its their Subsidiaries in writing to Agent or any Lender will be, true and accurate, accurate in all material respects, respects on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect (other than industry- 87 wide risks normally associated with the types of businesses conducted by Borrowers and their Subsidiaries) at such time in light of the circumstances under which such information was provided. On the Closing Date, the Projections that were most recently delivered to Agent (and were accepted by Agent) represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent Borrower’s Borrowers' good faith reasonable estimate of the Loan Parties’ their and their Subsidiaries Subsidiaries' future performance for the periods covered thereby based upon assumptions believed by Borrower to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections as to future events are subject not to uncertainties be viewed as facts and contingencies, many of which are beyond that actual results during the control of period or period covered by Projections may differ from the Loan Parties and their Subsidiaries projected results and no assurances assurance can be given that such Projections the projections will be realized).

Complete Disclosure. All factual information (taken as a whole) furnished by or on behalf of a Loan Party Borrowers or its their Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement, the other Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of a Loan Party Borrowers or its their Subsidiaries in writing to Agent or any Lender will be, true and accurate, accurate in all material respects, respects on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On the Closing Date, the Closing Date Projections that were most recently delivered to Agent (and were accepted by Agent) represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent Borrower’s Borrowers' good faith estimate of the Loan Parties’ their and their Subsidiaries Subsidiaries' future performance for the periods covered thereby based upon assumptions believed by Borrower Borrowers to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections projections and forecasts are subject to uncertainties and contingencies, many of which are beyond the control of the Loan Parties Borrowers and their Subsidiaries and no assurances can be given that such Projections projections or forecasts will be realized).

Complete Disclosure. All factual information (taken as a whole) furnished by or on behalf of a Loan Party or its respective Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement, the other Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of a Loan Party or its respective Subsidiaries in writing to Agent or any Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On the Closing Date, the Closing Date Projections that were most recently delivered to Agent (and were accepted by Agent) represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent Borrower’s good faith estimate of the Loan Parties’ and their Subsidiaries respective Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by Borrower to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections and forecasts are subject to uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their respective Subsidiaries and no assurances can be given that such Projections or forecasts will be realized).

Complete Disclosure. All factual information (taken as a whole) furnished by or on behalf of a Loan Party Borrower or its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement, the other Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of a Loan Party Borrower or its Subsidiaries in writing to Agent or any Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided, except as permitted by Sections 4.3 and 5.14. On the Closing Date, the Closing Date Projections that were most recently delivered to Agent (and were accepted by Agent) represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent Borrower’s good faith estimate of the Loan Parties’ its and their its Subsidiaries future performance for the periods covered thereby based upon assumptions believed by Borrower to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections projections and forecasts are subject to uncertainties and contingencies, many of which are beyond the control of the Loan Parties Borrower and their its Subsidiaries and no assurances can be given that such Projections projections or forecasts will be realized).

Complete Disclosure. All factual information (taken as a whole) furnished by or on behalf of a Loan Party Credit Parties or its their respective Subsidiaries in writing to any Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement, the other Loan Documents, the Acquisition Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of a Loan Party the Credit Parties or its their respective Subsidiaries in writing to any Agent or any Lender will be, true and accurate, accurate in all material respects, respects on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On the Closing Date, the Closing Date Projections that were most recently delivered to Agent (and were accepted by Agent) represent, and as of the date on which any other Projections are delivered to Administrative Agent, such additional Projections represent Borrower’s the Credit Parties’ good faith estimate of the Loan Parties’ their and their Subsidiaries respective Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by Borrower the Credit Parties to be reasonable at the time of the delivery thereof to Administrative Agent (it being understood that such Projections projections and forecasts are subject to uncertainties and contingencies, many of which are beyond the control of the Loan Credit Parties and their respective Subsidiaries and no assurances can be given that such Projections projections or forecasts will be realized).

Complete Disclosure. All written factual information (taken as a whole) (other than projections and information of a general economic or industry nature) furnished by or on behalf of a Loan each Obligated Party or its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement, the other Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of a Loan each Obligated Party or its Subsidiaries in writing to Agent or any Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On the Closing Datedate that it was delivered to Lender by Borrower, the Closing Date Projections that were most recently delivered to Agent (and were accepted by Agent) representrepresented, and as of the date on which any other Projections are delivered to AgentLender, such additional Projections will represent BorrowerParent’s good faith best estimate of the Loan Parties’ and their Subsidiaries future performance for the periods covered thereby based upon on assumptions believed by Borrower to be reasonable at the time of the delivery thereof to Agent (it being understood future performance of the Obligated Parties for the periods covered thereby; provided, however that the actual results during the periods covered may differ from the projected results and that such difference may be material and that Borrower makes no representation that such projections will in fact be realized. There has been no material change to the Closing Date Projections are subject to uncertainties and contingencies, many between the date of which are beyond the control delivery of the Loan Parties same to Lender and their Subsidiaries and no assurances can be given that such Projections will be realized)the Closing Date.

Complete Disclosure. All factual information (taken as a whole) furnished by or on behalf of a Loan Party Borrower or its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement, the other Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of a Loan Party Borrower or its Subsidiaries in writing to Agent or any Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On the Closing Date, with respect to the Projections that were most recently delivered to Agent (and were accepted by Agent) representInitial Business Plan, and as of the date on which any other Projections are delivered prepared for delivery to Agent, with respect to such additional Projections, the Borrower represents and warrants that such Projections represent Borrower’s were prepared in good faith estimate of the Loan Parties’ and their Subsidiaries future performance for the periods covered thereby based upon on assumptions believed by Borrower to be reasonable at the time of the delivery thereof to Agent (preparation thereof, it being understood that (without limiting Borrower's obligations hereunder relating to or based on such Projections projections) such projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Subsidiaries and Borrower's control, such that no assurances warranty can be given that such Projections the projections will be realized).

Complete Disclosure. All factual information (taken as a whole) furnished by or on behalf of a Loan Party Credit Parties or its their respective Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement, the other Loan Documents, the Acquisition Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of a Loan Party the Credit Parties or its their respective Subsidiaries in writing to Agent or any Lender will be, true and accurate, accurate in all material respects, respects on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On the Closing Date, the Closing Date Projections that were most recently delivered to Agent (and were accepted by Agent) represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent Borrower’s the Credit Parties’ good faith estimate of the Loan Parties’ their and their Subsidiaries respective Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by Borrower the Credit Parties to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections projections and forecasts are subject to uncertainties and contingencies, many of which are beyond the control of the Loan Credit Parties and their respective Subsidiaries and no assurances can be given that such Projections projections or forecasts will be realized).

Complete Disclosure. All factual information (taken as a wholewhole (other than forward-looking information and projections and information of a general economic nature and general information about Loan Parties’ industry) furnished by or on behalf of a Loan Party or its Restricted Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement, Agreement or the other Loan Documents, Documents (as modified or any transaction contemplated herein supplemented by other information so furnished on or therein before the date as of which this representation is made or deemed made) is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of a Loan Party or its Subsidiaries in writing to Agent or any Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On the Closing Date, the The Projections that were most recently delivered to Agent (and were accepted by Agent) on February 27, 2018, represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent represent, Borrower’s good faith estimate estimate, on the date such Projections are delivered, of the Loan Parties’ and their Subsidiaries Restricted Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by Borrower to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Subsidiaries Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrower’s good faith estimate, projections or forecasts based on methods and assumptions which Borrower believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results).