Common use of No Material Misstatements Clause in Contracts

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby or prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections, forward-looking information and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Date, and (ii) as of the Effective Date, have not been modified in any material respect by the Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby or prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a wholewhole and taken together with the Borrower’s periodic filings with the Securities and Exchange Commission, was true and correct in all material respects, respects as of the date such Information was furnished to the Lenders and as of the Effective Closing Date and did not, taken as a whole, not contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its their representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby prepared by or on behalf of the foregoing or their representative (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby or prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and and, if delivered prior to the Closing Date, as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdingsthe Holdcos, the BorrowerBorrowers, the their respective Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and, if delivered after the Original Closing Date and prior to the Closing Date, as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the any Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the such Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the such Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdingsthe Company, the Borrower, the Subsidiaries, the 2008 Transactions and any other transactions contemplated hereby thereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the 2008 Transactions or the other transactions contemplated herebythereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the 2008 Transactions or the other transactions contemplated hereby thereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-forward looking information, estimates information and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby or prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections, Projections and other forward-looking information and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may vary materially differ significantly from the Projectionsprojected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and estimates information were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the any Borrower, the Subsidiariesany Subsidiary, the Transactions and any other transactions contemplated hereby or by any other Loan Document prepared by or on behalf of the foregoing or their representatives (excluding any reserve reports) and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated herebyhereby or by any other Loan Document, when taken as a whole, was were true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Date and Date, after giving effect to any supplements to such Information through the Effective Date, did not, taken as a whole, not contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, when taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the any Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower Borrowers to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections)thereof, as of the date such Projections and estimates were furnished to the Lenders hereunder and as of the Effective Date, and (ii) as of the Effective Date, have not been modified in any material respect by the any Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”"INFORMATION") concerning Holdings, the Borrower, the their Subsidiaries, the Transactions Transaction and any other transactions contemplated hereby included in the Offer Document and/or (after the preparation and delivery thereof) the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions Transaction (as such Information may have been supplemented in writing prior to the Closing Date) or the other transactions contemplated hereby, when taken as a whole, was were true and correct in all material respects, as of the date such Information was furnished to the Lenders and (in the case of such Information delivered prior to the Closing Date) as of the Effective Closing Date and did not, taken as a whole, not contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions Transaction or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdingsthe Company, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the Borrower.

No Material Misstatements. (a) All The written factual information (other than the Projections, forward-looking information, estimates reports, financial statements, exhibits and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby or prepared schedules furnished by or on behalf of Holdings, the foregoing Borrower or any of their representatives and made available Subsidiaries to any Lenders or the Administrative Agent or any Lender in connection with the Transactions negotiation of any Loan Document or included therein or delivered pursuant thereto (including the other transactions contemplated herebyConfidential Information Memorandum dated January 2003 relating to the Borrower (the "Information Memorandum") but excluding the financial projections referred to in Section 3.15(b)), when taken as a whole, was true did not contain, and correct in all material respectsas they may be amended, supplemented or modified from time to time, will not contain, as of the date such Information was furnished Closing Date any material misstatement of fact and did not omit, and as they may be amended, supplemented or modified from time to the Lenders and time, will not omit, to state as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in the light of the circumstances under which such statements were made (giving effect to all supplements they were, are or will be made, not materially misleading in their presentation of the Transaction or of Holdings, the Borrower and updates provided thereto)their Subsidiaries taken as a whole. (b) The ProjectionsAll financial projections concerning Holdings, forward-looking information and estimates and information of a general economic nature prepared by or on behalf of the Borrower and their Subsidiaries that are or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with or any Lender by Holdings, the Transactions Borrower or the other transactions contemplated hereby (i) any such Subsidiary have been or will be prepared in good faith based upon assumptions believed by Holdings and the Borrower to be reasonable as of on the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Date, have not been modified in any material respect by the Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and and, if delivered prior to the Closing Date, as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking informationprojections, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning HoldingsParent or any of the Loan Parties, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby or prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or Lender, the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was heretofore, contemporaneously or hereafter furnished, was, is or will be true and correct in all material respects, respects as of the date such Information was furnished to the Lenders such person and as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projectionsprojections, forward-looking information and estimates and information of a general economic nature prepared by or on behalf of the Lead Borrower or any of its representatives and that have been made available to any Lenders or Lenders, the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Lead Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projectionssuch projections), as of the date such Projections projections and estimates estimates, as applicable, were furnished to the Lenders and as of the Effective Date, and (ii) as of the Effective Date, have not been modified in any material respect by the BorrowerLenders.

No Material Misstatements. None of (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature Confidential Information Memorandum or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby or prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projectionsany other written information, forward-looking information and estimates and information of a general economic nature prepared report, financial statement, exhibit or schedule furnished by or on behalf of the Borrower or any of its representatives and that have been made available the Subsidiaries to any Lenders or the Administrative Agent or any Lender in connection with the Transactions negotiation of any Loan Document or included therein or delivered pursuant thereto, when taken as a whole, contained, contains or will contain any material misstatement of fact or omitted, omits or will omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were, are or will be made, not materially misleading; provided that to the extent any such information, report, financial statement, exhibit or schedule was based upon or constitutes a forecast, projection or other transactions contemplated hereby (i) have been prepared forward looking information and information of a general economic nature, the Borrower represents only that it acted in good faith based upon and utilized reasonable assumptions believed by and due care in the Borrower to be reasonable as preparation of the date thereof such information, report, financial statement, exhibit or schedule (it being understood that actual forecasts and projections are subject to uncertainties and that there can be no assurance such results may vary materially from will be achieved); provided further, that in the Projections)case of information, as schedules, exhibits or reports or other documents made, delivered or prepared by persons other than the Borrower, the 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 date such Projections Borrower and estimates were furnished to the Lenders and as of the Effective Date, and (ii) as of the Effective Date, have not been modified in any material respect by the BorrowerSubsidiaries.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Closing Date and did not, taken as a whole, as of such date or the Closing Date, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower Holdings or any of its representatives and that have been made available in the Information Memorandum to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower Holdings to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may vary materially differ significantly from the Projectionsprojected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the BorrowerHoldings.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “"Information”") concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, respects as of the date such Information was furnished to the Lenders and as of the Effective Closing Date and did not, taken as a whole, not contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its their representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representative (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “"Information”") concerning Holdings, Intermediate Holdings, the U.S. Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was were true and correct in all material respectsrespects as of the date thereof, as of the date such Information was furnished to the Initial Lenders and as of the Effective Closing Date and did not, taken as a whole, not contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the U.S. Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the U.S. Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections)thereof, as of the date such Projections and estimates were furnished to the Initial Lenders and as of the Effective Closing Date, and (ii) as of the Restatement Effective Date, have not been modified in any material respect by the U.S. Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdingsthe Holdcos, the Borrower, the its Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and and, if delivered prior to the Closing Date, as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdingsthe Borrowers, the Borrower, the their Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was were true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Closing Date and did not, taken as a whole, not contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower Borrowers or any of its their representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower Borrowers to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections)thereof, as of the date such Projections and estimates were furnished to the Initial Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the any Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower and Borrower, the ’s Subsidiaries, the Transactions and any other transactions contemplated hereby or prepared by the Borrower or any of its Subsidiaries and delivered to the Administrative Agent or to the Administrative Agent on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders Administrative Agent or the Lenders, as the case may be, and as of the Effective Date Closing Date, and did not, taken as a whole, not contain any untrue statement of a material fact as of any such date or omit to state a any material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information and estimates and information of a general economic nature Projections prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders Lender or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders (it being recognized by the Administrative Agent and the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that neither the Borrower nor any of the Effective Dateits Subsidiaries makes any representation that such projections will be realized), and (ii) as of the Effective Closing Date, have not been modified in any material respect by the Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-estimates, forecasts, forward looking information, estimates information and information of a general economic nature or general industry nature) (the “Information”) concerning Holdingsthe Borrower or any of its Restricted Subsidiaries (but as of the Closing Date, only to the Borrower, knowledge of the Subsidiaries, Borrower with respect to any Restricted Subsidiary that was not a Subsidiary of the Borrower prior to the Closing Date) or the Transactions (but only to the knowledge of the Borrower for all Information as it relates to the Target) and any other transactions contemplated hereby or prepared otherwise furnished by or on behalf of the foregoing or their representatives and made available to any Lenders Lender or the Administrative Agent in connection with the Transactions for use in evaluating the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, respects as of the date such Information was furnished to the Lenders and as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in any material respect in light of the circumstances under which such statements were made (after giving effect to all supplements and updates provided theretothereto delivered to the Arrangers prior to such time). (b) The Projections, estimates, forecasts and forward-looking information and estimates and (other than information of a general economic nature prepared or general industry nature) furnished by or on behalf of the Borrower or any of its representatives Restricted Subsidiaries and that have been made available furnished to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) Lenders have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of at the date thereof time made and at the time such Projections were furnished (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders ) and as of the Effective Closing Date, and (ii) as of the Effective Date, have not been modified in any material respect by the Borrower.

No Material Misstatements. (a) All To the best of the Borrower’s knowledge, as of the Closing Date, all written factual information (other than the Projections, budgets, forecasts, forward-looking information, third party consultant reports, pro forma financial information, estimates and information of a general economic nature or general industry specific nature) (the “Information”) concerning Holdings, the Borrower, the Borrower and its Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby or prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Date Closing Date, and did not, taken as a whole, not contain any untrue statement of a material fact as of any such date or omit to state a any material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (after giving effect to all supplements and updates provided thereto). (b) The ProjectionsAs of the Closing Date, forward-looking information and estimates and information of a general economic nature the Projections prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), and as of the date such Projections and estimates were furnished to the Lenders Administrative Agent (it being understood that the Projections are subject to significant uncertainties and as contingencies, many of which are beyond the Effective Datecontrol of Borrower and its Affiliates, that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material, and (ii) as of the Effective Date, have not been modified in that no assurances can be given that any material respect by the Borrowersuch Projections will be realized).

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the BorrowerBorrowers, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower Borrowers or any of its their representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower Borrowers to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the BorrowerBorrowers.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives representatives, and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projectionssuch Projections and estimates), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-forward looking information, estimates information and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the any Borrower, the any of its Subsidiaries, the Transactions and any other transactions contemplated hereby or prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections, forward-Projections and other forward looking information and estimates and information of a general economic nature prepared by or on behalf of the Primary Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Primary Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may vary materially differ significantly from the Projectionsprojected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and estimates information were furnished to the Lenders and as of the Effective Date, and (ii) as of the Effective Date, have not been modified in any material respect by the BorrowerLenders.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the its Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and and, if delivered prior to the Closing Date, as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-other forward looking information, estimates information and information of a general economic nature or general industry nature) (such non-excluded items, the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby or prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was was, true and correct in all material respects, respects as of the date such Information was furnished to the Lenders and as of the Effective Closing Date and did not, taken as a whole, as of any such date, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections, forward-Projections and other forward looking information and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are predictions as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of Holdings, the Borrower and its Subsidiaries, and that actual results during the period or periods covered by any such Projections may vary materially differ significantly from the Projectionsprojected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and estimates information were furnished to the Lenders and or the Administrative Agent (as of the Effective Date, and (ii) as of the Effective Date, have not been modified in any material respect by the Borrowerapplicable).

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby or and prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Closing Date and did not, taken as a whole, as of any such date contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the each date such Projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by Holdings, the BorrowerBorrower or any of the Subsidiaries.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower and Borrower, the ’s Subsidiaries, the Transactions and any other transactions contemplated hereby or prepared by the Borrower or any Loan Party and delivered to the Administrative Agent or to the Administrative Agent on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders Administrative Agent or the Lenders, as the case may be, and as of the Effective Date Closing Date, and did not, taken as a whole, not contain any untrue statement of a material fact as of any such date or omit to state a any material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information and estimates and information of a general economic nature Projections prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders Lender or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders (it being recognized by the Administrative Agent and the Lenders, however, that projections as of to future events are not to be viewed as facts and that results during the Effective Dateperiod(s) covered by such projections may differ from the projected results and that such differences may be material and that the Loan Parties make no representation that such projections will be realized), and (ii) as of the Effective Closing Date, have not been modified in any material respect by the Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or a general industry nature) (the “Information”) concerning Holdings, the BorrowerIntermediate Holdings, the Subsidiaries, the Transactions and any other transactions contemplated hereby or prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated herebythereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and and, if delivered prior to the DIP Closing Date, as of the Effective DIP Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of Intermediate Holdings, any of the Borrower Subsidiaries or any of its their representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby thereby (i) have been prepared in good faith based upon assumptions believed by the Borrower Intermediate Holdings or such Subsidiary to be reasonable as of at the date thereof time made (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and and, if delivered prior to the DIP Closing Date, as of the Effective DIP Closing Date, and (ii) as of the Effective Date, have not been modified in any material respect by the BorrowerIntermediate Holdings or such Subsidiary.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-forward looking information, estimates information and information of a general economic nature or general industry specific nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby or prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated herebyTransactions, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders (and as of the Restatement Effective Date Date, with respect to Information provided prior thereto) and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections, forward-Projections and other forward looking information and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its their representatives and that have been made available to any Lenders Lender or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections and other forward-looking information are as to future events and are not to be viewed as facts, such Projections and other forward-looking information are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections or other forward-looking information may vary materially differ significantly from the Projectionsprojected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and estimates information were furnished to the Lenders and as of the Effective Date, and (ii) as of the Effective Date, have not been modified in any material respect by the BorrowerLenders.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the any Borrower, the its respective Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available required to be provided under the terms of the Loan Documents to any Lenders Lenders, the Term Administrative Agent or the Revolving Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Date Closing Date, and did not, taken as a whole, not contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (ba) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the either Borrower or any of its representatives and that have been made available to any Lenders Lenders, the Term Administrative Agent or the Revolving Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower Borrowers to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections)thereof, as of the date such Projections and estimates were furnished to the Initial Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the BorrowerBorrowers.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-forward looking information, estimates information and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the any of its Subsidiaries, the Transactions and any other transactions contemplated hereby or prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections, forward-Projections and other forward looking information and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may vary materially differ significantly from the Projectionsprojected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and estimates information were furnished to the Lenders and as of the Effective Date, and (ii) as of the Effective Date, have not been modified in any material respect by the BorrowerLenders.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the BorrowerBorrowers, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower Borrowers or any of its their representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower Borrowers to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the BorrowerBorrowers.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Loan Parties and their respective Subsidiaries, including the Project Entities, and the Transactions and any other transactions contemplated hereby or prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent Borrower in connection with the Transactions or and furnished to the other transactions contemplated herebyLenders, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Date Closing Date, and did not, taken as a whole, not contain any untrue statement of a material fact as of any such date or omit to state a any material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect made. As of the Closing Date, there is no fact known to all supplements the Loan Parties that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect and updates provided thereto)that has not been set forth in the Loan Documents or in the other documents, certificates and other writings delivered by or on behalf of the Borrower to the Lead Arranger and the Lenders. (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Date, and (ii) as of the Effective Date, have not been modified in any material respect by the Borrower.and

No Material Misstatements. (a) All written factual information (other than the Projections, forward-forward looking information, estimates information and information of a general economic nature or general industry specific nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby or prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated herebyTransactions, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders (and as of the Effective Date Closing Date, with respect to Information provided prior thereto) and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections, forward-Projections and other forward looking information and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its their representatives and that have been made available to any Lenders Lender or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections and other forward-looking information are as to future events and are not to be viewed as facts, such Projections and other forward-looking information are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections or other forward-looking information may vary materially differ significantly from the Projectionsprojected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and estimates information were furnished to the Lenders and as of the Effective Date, and (ii) as of the Effective Date, have not been modified in any material respect by the BorrowerLenders.

No Material Misstatements. (a) All The written factual information (other than the Projections, forward-looking information, estimates reports, financial statements, exhibits and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby or prepared schedules furnished by or on behalf of AAMM, the foregoing Borrower or their representatives and made available any of the Subsidiaries to any Lenders or the Administrative Agent or any Lender in connection with the Transactions negotiation of any Loan Document or included therein or delivered pursuant thereto (including the other transactions contemplated herebyConfidential Information Memorandum dated September 1997 relating to the Borrower (the "Information Memorandum") but excluding the financial projections referred to in Section 3.16(b)), when taken as a whole, was true did not contain, and correct in all material respectsas they may be amended, supplemented or modified from time to time, will not contain, as of the date such Information was furnished Closing Date any material misstatement of fact and did not omit, and as they may be amended, supplemented or modified from time to the Lenders and time, will not omit, to state as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in the light of the circumstances under which such statements were made (giving effect to all supplements they were, are or will be made, not materially misleading in their presentation of the Recapitalization or of AAMM, the Borrower and updates provided thereto)the Subsidiaries taken as a whole. (b) The ProjectionsAll financial projections concerning AAMM, forward-looking information and estimates and information of a general economic nature prepared by or on behalf of the Borrower and the Subsidiaries that are or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with or any Lender by AAMM, the Transactions Borrower or the other transactions contemplated hereby (i) any Subsidiary have been or will be prepared in good faith based upon assumptions (including with respect to the pricing for the products to be sold by the Borrower to GM and the cost of productive materials therefor) believed by AAMM and the Borrower to be reasonable as of on the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Date, have not been modified in any material respect by the Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “"Information”") concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the Borrower.

No Material Misstatements. (ai) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the such Loan Party or its Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative any Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, respects as of the date such Information was furnished to the Lenders or any Agent and as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (bii) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower such Loan Party or any of its representatives and that have been made available to any Lenders or the Administrative any Agent in connection with the Transactions or the other transactions contemplated hereby (iA) have been prepared in good faith based upon assumptions believed by the Borrower such Loan Party to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (iiB) as of the Effective Closing Date, have not been modified in any material respect by the Borrowersuch Loan Party.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry natureand Schedule 4.02 delivered on the Closing Date) (the “Information”) concerning Holdings, the BorrowerBorrowers, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower Borrowers or any of its their representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower Borrowers to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the BorrowerBorrowers.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry specific nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, Borrower and its Subsidiaries and the Transactions and any other transactions contemplated hereby included in the Lender Presentation or Confidential Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives Borrower (at the Borrower’s direction) and made available provided to any Lenders or the Administrative Agent by or on behalf of the Borrower (at the Borrower’s direction) in connection with the Transactions or the other transactions contemplated herebyTransactions, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Date and did notAdministrative Agent, and, when taken as a whole, did not contain any untrue statement of a material fact as of any such date or omit to state a any material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (made, after giving effect to all supplements and updates any supplement thereto provided theretoby or on behalf of the Borrower (at the Borrower’s direction). (b) The Projections, forward-looking information and estimates and information of a general economic nature Projections prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as Administrative Agent. (c) As of the Effective Closing Date, the information included in the Beneficial Ownership Certification provided prior to the Closing Date to any Lender in connection with this Agreement is true and (ii) as of the Effective Date, have not been modified correct in any all material respect by the Borrowerrespects.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Target, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and and, if delivered prior to the Closing Date, as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-forward looking information, estimates information and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions Transactions, and any other transactions contemplated hereby or prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions Transactions, or the other transactions contemplated herebyhereby , when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections, forward-Projections and other forward looking information and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions Transactions, or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may vary materially differ significantly from the Projectionsprojected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and estimates information were furnished to the Lenders and as of the Effective Date, and (ii) as of the Effective Date, have not been modified in any material respect by the BorrowerLenders.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning HoldingsHoldco, the Borrower, the Subsidiaries, Subsidiaries and the Transactions and any other transactions contemplated hereby or prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the any other transactions contemplated hereby, when taken as a whole, was were true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Closing Date and does not and did not, taken not as a whole, of any such date contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent Projections (other than projections delivered in connection with the Transactions or closing of the other transactions contemplated hereby Existing Credit Agreement) furnished to the Lenders prior to the Closing Date (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made, as of the date thereof the Projections were furnished to the Lenders and as of the Closing Date (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Date, ) and (ii) as of the Effective Closing Date, have not been modified in any material respect by the BorrowerBorrower and do not contain any material assumptions that have not been disclosed in writing to the Lenders.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “"Information”") concerning Holdings, the Borrower, the their Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives (excluding the Reserve Reports and any other reserve reports) and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was were true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Closing Date and did not, taken as a whole, not contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information the Reserve Reports and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections)thereof, as of the date such Projections and estimates were furnished to the Initial Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking informationestimates, estimates and information of a general economic nature or and general industry natureinformation pertaining to the coal industry) (the “"Information”") concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of Holdings, the foregoing Borrower or the other Subsidiaries or their representatives and made available to any Lenders or the Administrative Agent (including in connection with the Transactions or the other transactions contemplated hereby), when taken as a whole, was were true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Closing Date and did not, taken as a whole, not contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections)thereof, as of the date such Projections and estimates were furnished to the Initial Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the Borrower.

No Material Misstatements. (a) All Any written factual information information, report, financial statement, exhibit or schedule (other than the Projections, forward-looking informationprojections, estimates and or information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby or prepared by or on behalf of any Originator, the foregoing Parent and its Subsidiaries or any of their representatives and made available by any Originator or its representatives to the Transferee, Agents or any Lenders or the Administrative Agent Lender in connection with the Transactions or the other transactions contemplated herebyby the Loan Documents, when taken as a whole, was true and correct in all material respects, as of the date such Information information was furnished to Transferee, the Lenders Agents or any Lender and as of the Effective Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information projections and estimates and information of a general economic nature prepared by or on behalf of any Originator, the Borrower Parent and its Subsidiaries or any of their representatives and made available by any Originator or its representatives and that have been made available to the Transferee, any Lenders Agent or the Administrative Agent any Lender in connection with the Transactions or the other transactions contemplated hereby by the Loan Documents (i) have been prepared in good faith based upon assumptions believed by the Borrower such Originator to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projectionsprojections), as of the date such Projections projections and estimates were furnished to Transferee, the Lenders Agents or any Lender and as of the Effective Date, Date and (ii) as of the Effective Date, have not been modified in any material respect by the Borrowersuch Originator.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdingsthe Loan Parties, the Borrower, the Material Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and/or the Administrative Agent and as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and/or the Administrative Agent and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the BorrowerParent, the their Subsidiaries, the Transactions Transaction and any other transactions contemplated hereby included in the Acquisition Agreement and/or (after the preparation and delivery thereof) the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions Transaction (as such information may have been supplemented in writing prior to the Closing Date) or the other transactions contemplated hereby, when taken as a whole, was were true and correct in all material respects, as of the date such Information was furnished to the Lenders and (in the case of such Information delivered prior to the Closing Date) as of the Effective Closing Date and did not, taken as a whole, not contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower Parent or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower Parent to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the BorrowerParent.

No Material Misstatements. (a) All written factual information (other than the Projections, estimates, forward-looking information, estimates information and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby thereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated herebythereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided theretothereto prior to the date hereof). (b) The Projections, estimates and other forward-looking information and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives Representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby thereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may vary materially differ significantly from the Projectionsprojected results, and that no assurances can be given that the projected results will be realized), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Restricted Subsidiaries, the Fourth Amendment and Restatement Transactions and any other transactions contemplated hereby or prepared by or on behalf of the foregoing or their representatives (excluding any reserve reports) and made available to any Lenders or the Administrative Agent in connection with the Fourth Amendment and Restatement Transactions or the other transactions contemplated hereby, when taken as a whole, was were true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Fourth Amendment Effective Date and did not, taken as a whole, not contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Fourth Amendment and Restatement Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections)thereof, as of the date such Projections and estimates were furnished to the initial Lenders hereunder, and as of the Fourth Amendment Effective Date, and (ii) as of the Fourth Amendment Effective Date, have not been modified in any material respect by the Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”"INFORMATION") concerning Holdings, the Term Borrower, the their Subsidiaries, the Transactions Transaction and any other transactions contemplated hereby included in the Offer Document and/or (after the preparation and delivery thereof) the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions Transaction (as such information may have been supplemented in writing prior to the Closing Date) or the other transactions contemplated hereby, when taken as a whole, was were true and correct in all material respects, as of the date such Information was furnished to the Lenders and (in the case of such Information delivered prior to the Closing Date) as of the Effective Closing Date and did not, taken as a whole, not contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the Term Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Term Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the Term Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information“ Information ”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and and, if delivered prior to the Closing Date, as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking informationfinancial projections, estimates and information of a general economic nature or general and industry nature) (the “Information”) concerning Holdings, the Borrower, the Borrower and its Subsidiaries, the Contemplated Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions execution and delivery of the Loan Documents or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The ProjectionsAny financial projections, forward-looking information and estimates and information of a general economic and industry nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions execution and delivery of the Loan Documents or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projectionsany financial projections and estimates), as of the date such Projections financial projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby or prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections, forward-looking information and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates information and information of a general economic nature or general industry specific nature) (the “Information”) concerning Holdings, each of the Borrower, the Company and its Subsidiaries, the Transactions and any other transactions contemplated hereby or otherwise prepared by or on behalf of the foregoing or their respective representatives and made available to any Lenders or the Administrative Agent Investors in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such the Information was furnished to the Lenders Investors and as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections, Projections and other forward-looking information and estimates and information of a general economic nature prepared by or on behalf of the Borrower Company or any of its representatives and that have been made available to any Lenders or the Administrative Agent Investors in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower Company to be reasonable as of the date thereof (it being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any of the Projections may vary materially differ significantly from the Projectionsprojected results, and that no assurance can be given that the projected results shall be realized), as of the date such the Projections and estimates information were furnished to the Lenders and as of the Effective Date, and (ii) as of the Effective Date, have not been modified in any material respect by the BorrowerInvestors.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “"Information”") concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Offering Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was were true and correct in all material respects, as of the date such Information was furnished to the Lenders and (except for the withdrawal of the senior notes offering and the substitution of the Loans and the First Lien Term Loans for the senior notes referred to in the Offering Memorandum and items related thereto) as of the Effective Closing Date and did not, taken as a whole, not contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information Any Projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections)thereof, as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) (except for the withdrawal of the senior notes offering and the substitution of the Loans and the First Lien Term Loans for the senior notes referred to in the Offering Memorandum and items related thereto) as of the Effective Closing Date, have not been modified in any material respect by the Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking informationprojections, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdingsit, the Borrower, the its Subsidiaries, the Transactions and any other transactions contemplated hereby or prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent Finance Party in connection with the Transactions execution, delivery and performance of the Finance Documents by the Borrower and the Guarantors or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Closing Date and did not, taken as a whole, not contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information Any projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower it or any of its representatives and that have been made available to any Lenders or the Administrative Agent Finance Party in connection with the Transactions execution, delivery and performance of the Finance Documents by it or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower it to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections)thereof, as of the date such Projections projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking informationfinancial projections, estimates and information of a general economic nature or general and industry nature) (the “Information”) concerning Holdings, the Borrower, the Company and its Subsidiaries, the Contemplated Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions execution and delivery of the Loan Documents or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The ProjectionsAny financial projections, forward-looking information and estimates and information of a general economic and industry nature prepared by or on behalf of the Borrower Company or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions execution and delivery of the Loan Documents or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower Co-obligors to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projectionsany financial projections and estimates), as of the date such Projections financial projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the BorrowerCo-obligors.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby or prepared by or on behalf of the foregoing or their 62 representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and and, if delivered prior to the Closing Date, as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Restricted Subsidiaries, the Fifth Amendment and Restatement Transactions and any other transactions contemplated hereby or prepared by or on behalf of the foregoing or their representatives (excluding any reserve reports) and made available to any Lenders or the Administrative Agent in connection with the Fifth Amendment and Restatement Transactions or the other transactions contemplated hereby, when taken as a whole, was were true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Fifth Amendment Effective Date and did not, taken as a whole, not contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Fifth Amendment and Restatement Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections)thereof, as of the date such Projections and estimates were furnished to the initial Lenders hereunder, and as of the Fifth Amendment Effective Date, and (ii) as of the Fifth Amendment Effective Date, have not been modified in any material respect by the Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking informationestimates, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Borrower and its Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Date Closing Date, and did not, taken as a whole, not contain any untrue statement of a material fact as of any such date or omit to state a any material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information and estimates and information of a general economic nature Projections prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon estimates and assumptions believed by the Borrower to be reasonable as of the date thereof (time made, it being understood recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may vary materially differ from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Date, and (ii) as of the Effective Date, have not been modified in any projected results set forth therein by a material respect by the Borroweramount.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-forward looking information, estimates information and information of a general economic nature or general industry specific nature) (the “Information”) concerning HoldingsParent, the Borrower, the Subsidiaries, the Transactions and or any other transactions contemplated hereby or prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders (and as of the Effective Date Closing Date, with respect to Information provided prior thereto) and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections, forward-Projections and other forward looking information and estimates and information of a general economic nature prepared by or on behalf of Parent, the Borrower or any of its their representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by P▇▇▇▇▇ and the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished other forward looking information are as to future events and are not to be viewed as facts, such Projections and other forward looking information are subject to significant uncertainties and contingencies and that actual results during the Lenders and as of period or periods covered by any such Projections or other forward looking information may differ significantly from the Effective Dateprojected results, and (ii) as of that no assurance can be given that the Effective Date, have not been modified in any material respect by the Borrowerprojected results will be realized).

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby or prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections, forward-looking information and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Date, and (ii) as of the Effective Date, have not been modified in any material respect by the Borrower.. 83

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry specific nature, projections and forward-looking information) (the “Information”) concerning Holdings, the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent Agents in connection with the Transactions or the other transactions contemplated herebyFinancing Transactions, when taken as a whole, was true and is or will be, when furnished, correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Date Date, and did does not or will not, when furnished and when taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections, Any projections and other forward-looking information and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent Agents in connection with the Transactions or the other transactions contemplated hereby (i) Financing Transactions, together with all supplements and updates thereto, have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections)thereof, as of the date such Projections projections and estimates other forward looking information were furnished to the Lenders and as of the Effective Date; it being understood that such projections and other forward-looking information are not to be viewed as facts and are subject to significant uncertainties and contingencies, and (ii) as many of which are beyond the control of the Effective DateLoan Parties, have not been modified in any that actual results may differ from such projections and other forward-looking information, that such differences may be material respect by the Borrowerand that no assurance can be given that such projections and other forward-looking information will be realized.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”"INFORMATION") concerning Holdings, the Borrower, the their Subsidiaries, the Transactions Transaction and any other transactions contemplated hereby included in the Offer Document and/or (after the preparation and delivery thereof) the [Information Memorandum] or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions Transaction (as such information may have been supplemented in writing prior to the Closing Date) or the other transactions contemplated hereby, when taken as a whole, was were true and correct in all material respects, as of the date such Information was furnished to the Lenders and (in the case of such Information delivered prior to the Closing Date) as of the Effective Closing Date and did not, taken as a whole, not contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions Transaction or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Holdings and its Subsidiaries, the Transactions Transaction and any other transactions contemplated hereby or prepared disseminated by or on behalf of the foregoing or their representatives Holdings and made available its Subsidiaries to any Lenders or the Administrative Agent or the Lenders in connection with the Transactions Transaction or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Date Closing Date, and did not, taken as a whole, not contain any untrue statement of a material fact as of any such date or omit to state a any material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information and estimates and information of a general economic nature Projections prepared by or on behalf of the Borrower Holdings or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower Holdings to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections)thereof, as of the date such Projections and estimates were furnished to the Initial Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by Holdings. (c) At the Borrowertime of delivery of each Borrowing Base Certificate, each Receivable reflected therein as eligible for inclusion in the Borrowing Base is an Eligible Receivable and the Inventory reflected therein as eligible for inclusion in the Borrowing Base constitutes Eligible Inventory.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdingsthe Holdcos, the BorrowerBorrowers, the their respective Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and and, if delivered prior to the Closing Date, as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the any Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the such Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the such Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-forward looking information, estimates information and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Lenders Presentation or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections, forward-Projections and other forward looking information and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may vary materially differ significantly from the Projections)projected results, and that no assurance can be given that the projected results will be realized) and as of the date such Projections and estimates information were furnished to the Lenders and as of the Effective Date, and (ii) as of the Effective Date, have not been modified in any material respect by the BorrowerLenders.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the BorrowerCompany, the their Subsidiaries, the Transactions Transaction and any other transactions contemplated hereby included in the RED Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions Transaction (as such information may have been supplemented in writing prior to the Restatement Effective Date) or the other transactions contemplated hereby, when taken as a whole, was were true and correct in all material respects, as of the date such Information was furnished to the Lenders and (in the case of such Information delivered prior to the Restatement Effective Date) as of the Restatement Effective Date and did not, taken as a whole, not contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower Company or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower Company to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Restatement Effective Date, and (ii) as of the Restatement Effective Date, have not been modified in any material respect by the BorrowerCompany.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-forward looking information, estimates information and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Lender’s Presentation or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections, forward-Projections and other forward looking information and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may vary materially differ significantly from the Projections)projected results, and that no assurance can be given that the projected results will be realized) and as of the date such Projections and estimates information were furnished to the Lenders and as of the Effective Date, and (ii) as of the Effective Date, have not been modified in any material respect by the BorrowerLenders.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Borrower and its Subsidiaries, the Transactions Transaction and any other transactions contemplated hereby or prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent Borrower in connection with the Transactions Transaction or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Date Closing Date, and did not, taken as a whole, not contain any untrue statement of a material fact as of any such date or omit to state a any material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information and estimates and information of a general economic nature Projections prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections)thereof, as of the date such Projections and estimates were furnished to the Initial Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the Borrower, except as disclosed in writing by the Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or 22or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projectionssuch Projections and estimates), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the BorrowerBorrowers, the Subsidiaries, the Transactions and any other transactions contemplated hereby or prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (ba) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower Borrowers or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower Borrowers to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the BorrowerBorrowers. (b) As of the Closing Date, to the knowledge of the Company, the information included in the Beneficial Ownership Certification provided on or prior to the Closing Date to any Lender in connection with this Agreement is true and correct in all material respects.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or a general industry nature) (the “Information”) concerning Holdings, the BorrowerHexion, the Subsidiaries, the Transactions and any other transactions contemplated hereby or prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated herebythereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and and, if delivered prior to the DIP Closing Date, as of the Effective DIP Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of Hexion, any of the Borrower Subsidiaries or any of its their representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby thereby (i) have been prepared in good faith based upon assumptions believed by the Borrower Hexion or such Subsidiary to be reasonable as of at the date thereof time made (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and and, if delivered prior to the DIP Closing Date, as of the Effective DIP Closing Date, and (ii) as of the Effective Date, have not been modified in any material respect by the BorrowerHexion or such Subsidiary.

No Material Misstatements. (a) (i) All written factual information included in the Information Memorandum and (ii) all other written information concerning Parent the Subsidiaries, the Transactions and any other transactions contemplated hereby or delivered under any other Loan Document or otherwise prepared by or on behalf of the foregoing or their representatives (including all reports, financial statements, certificates or other information) made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby or prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby), when taken as a whole, was is true and correct in all material respects, as at the Closing Date (in the case of the date such Information was Memorandum) or at the time furnished to (in the Lenders case of any other Information), and as of the Effective Date and did does not, taken as a whole, as of any such date contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower any Loan Party or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower Loan Parties to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by any Loan Party. (c) As of the BorrowerClosing Date, the information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or a general industry nature) (the “Information”) concerning Holdings, the BorrowerIntermediate Holdings, the Subsidiaries, the Acquired Business, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and and, if delivered prior to the Closing Date, as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of Holdings, Intermediate Holdings, any of the Borrower Subsidiaries or any of its their representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower Holdings, Intermediate Holdings or such Subsidiary to be reasonable as of at the date thereof time made (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and and, if delivered prior to the Closing Date, as of the Effective Closing Date, and (ii) if delivered prior to the Closing Date, as of the Effective Closing Date, have not been modified in any material respect by the BorrowerIntermediate Holdings or such Subsidiary.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or a general industry nature) (the “Information”) concerning Holdings, the BorrowerIntermediate Holdings, the Subsidiaries, the Transactions and any other transactions contemplated hereby or prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated herebythereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and and, if delivered prior to the Closing Date, as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of Intermediate Holdings, any of the Borrower Subsidiaries or any of its their representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby thereby (i) have been prepared in good faith based upon assumptions believed by the Borrower Intermediate Holdings or such Subsidiary to be reasonable as of at the date thereof time made (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and and, if delivered prior to the Closing Date, as of the Effective Closing Date, and (ii) if delivered prior to the Closing Date, as of the Effective Closing Date, have not been modified in any material respect by the BorrowerIntermediate Holdings or such Subsidiary.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions Loan Parties and their subsidiaries and any other transactions contemplated hereby or prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, respects as of the date such Information was furnished to the Lenders and as of the Effective Closing Date and did not, taken as a whole, not contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information and estimates and information of a general economic nature Projections prepared by or on behalf of the Borrower Loan Parties or any of its their representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby or prepared by or on behalf of the foregoing or their representatives (i) have been prepared in good faith based upon assumptions believed by the Borrower Loan Parties to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the BorrowerBorrower or any of its Affiliates.

No Material Misstatements. (a) All Any written factual information information, report, financial statement, exhibit or schedule (other than the Projections, forward-looking informationprojections, estimates and or information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby or prepared by or on behalf of any Loan Party, the foregoing Parent and its Subsidiaries or any of their representatives and made available by any Loan Party or its representatives to the Agents or any Lenders or the Administrative Agent Lender in connection with the Transactions or the other transactions contemplated herebyby the Loan Documents, when taken as a whole, was true and correct in all material respects, as of the date such Information information was furnished to the Lenders Agents or any Lender and as of the Effective Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information projections and estimates and information of a general economic nature prepared by or on behalf of any Loan Party, the Borrower Parent and its Subsidiaries or any of their representatives and made available by any Loan Party or its representatives and that have been made available to the Agents or any Lenders or the Administrative Agent Lender in connection with the Transactions or the other transactions contemplated hereby by the Loan Documents (i) have been prepared in good faith based upon assumptions believed by the Borrower Loan Parties to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projectionsprojections), as of the date such Projections projections and estimates were furnished to the Lenders Agents or any Lender and as of the Effective Date, Date and (ii) as of the Effective Date, have not been modified in any material respect by the Borrowerany Loan Parties.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-forward looking information, estimates information and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the any of its Subsidiaries, the Transactions and any other transactions contemplated hereby or prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (ba) The Projections, forward-Projections and other forward looking information and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may vary materially differ significantly from the Projectionsprojected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and estimates information were furnished to the Lenders and as of the Effective Date, and (ii) as of the Effective Date, have not been modified in any material respect by the BorrowerLenders.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “"Information”") concerning Holdings, the Borrower, the their Subsidiaries, the Transactions Transaction and any other transactions contemplated hereby included in the Offer Document and/or (after the preparation and delivery thereof) the [Information Memorandum] or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions Transaction (as such information may have been supplemented in writing prior to the Closing Date) or the other transactions contemplated hereby, when taken as a whole, was were true and correct in all material respects, as of the date such Information was furnished to the Lenders and (in the case of such Information delivered prior to the Closing Date) as of the Effective Closing Date and did not, taken as a whole, not contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions Transaction or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the Borrower.

No Material Misstatements. (a) All written factual information (other than the Projectionsprojections, forward-forward looking information, estimates information and information of a general economic nature or general industry specific nature) (the “Information”) concerning Holdings, the Borrower, the its Subsidiaries, the Transactions and any other transactions contemplated hereby or prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and is or will be, when furnished, correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Date Closing Date, and did does not or will not, when furnished, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections, forward-Any projections and other forward looking information and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby hereby, together with all supplements and updates thereto, (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections)thereof, as of the date such Projections projections and estimates other forward looking information were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdingsthe Loan Parties, the Borrower, the Material Subsidiaries, the Transactions and the Acquisition Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions and the Acquisition Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and/or the Administrative Agent and as of the Effective Closing Date (or, with respect to the Acquisition Transactions, solely as of the date such Information was furnished to the Lenders and/or the Administrative Agent) and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information and estimates and information of a general economic nature prepared by or on behalf of the Borrower Company or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions and the Acquisition Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower Company to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and/or the Administrative Agent and as of the Effective DateClosing Date (or, and (ii) with respect to the Acquisition Transactions, solely as of the Effective Date, have not been modified in any material respect by date such Projections and estimates were furnished to the BorrowerLenders and/or the Administrative Agent).

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdingsthe Loan Parties, the Borrower, the Material Subsidiaries, the Transactions and the Acquisition Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions and the Acquisition Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and/or the Administrative Agent and as of the Effective Closing Date (or, with respect to the Acquisition Transactions, solely as of the date such Information was furnished to the Lenders and/or the Administrative Agent) and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions and the Acquisition Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and/or the Administrative Agent and as of the Effective DateClosing Date (or, and (ii) with respect to the Acquisition Transactions, solely as of the Effective Date, have not been modified in any material respect by date such Projections and estimates were furnished to the BorrowerLenders and/or the Administrative Agent).

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby or prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the Borrower. (c) As of the date hereof, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification provided on or prior to the date hereof to any Lender in connection with this Agreement is true and correct in all material respects.

No Material Misstatements. (a) All As of the Restatement Date only, all written factual information (other than the Projections, forward-other forward looking information, estimates information and information of a general economic nature or general industry specific nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, its Subsidiaries and the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available available, by or on behalf of Holdings or the Borrower, to the Joint Lead Arrangers, any Lenders or the Administrative Agent in connection with the Transactions or the any other transactions contemplated hereby, when taken as a whole, was were true and correct in all material respects, respects as of the date such Information was furnished to the Lenders Restatement Date and does not as of the Effective Date and did not, taken as a whole, such date contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The ProjectionsProjections furnished to the Joint Lead Arrangers, forward-looking information and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) Lenders have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made, as of the date thereof the Projections were furnished to the Joint Lead Arrangers, the Administrative Agent or the Lenders and as of the Restatement Date (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Date, and (ii) as of the Effective Date, have not been modified in any material respect by the Borrowerthat such variations may be material).

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdingsthe Holdcos, the BorrowerBorrowers, the their respective Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and, if delivered after the Original Closing Date and prior to the Closing Date, as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). made. 118 (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the any Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the such Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the such Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the Borrower.

No Material Misstatements. (ae) (i) All written factual information included in the Information Memorandum and (ii) all other written information concerning Parent the Subsidiaries, the Transactions and any other transactions contemplated hereby or delivered under any other Loan Document or otherwise prepared by or on behalf of the foregoing or their representatives (including all reports, financial statements, certificates or other information) made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby or prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby), when taken as a whole, was is true and correct in all material respects, as at the Closing Date (in the case of the date such Information was Memorandum) or at the time furnished to (in the Lenders case of any other Information), and as of the Effective Date and did does not, taken as a whole, as of any such date contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (bf) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower any Loan Party or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower Loan Parties to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by any Loan Party. (g) As of the BorrowerClosing Date, the information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, respects as of the date such Information was furnished to the Lenders and as of the Effective Closing Date and did not, taken as a whole, not contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its their representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representative (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Loan Parties and their respective Subsidiaries, including the Project Entities, and the Transactions and any other transactions contemplated hereby included in the Confidential Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent Borrower in connection with the Transactions or and furnished to the other transactions contemplated herebyLenders, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Date Closing Date, and did not, taken as a whole, not contain any untrue statement of a material fact as of any such date or omit to state a any material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect made. As of the Closing Date, there is no fact known to all supplements the Loan Parties that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect and updates provided thereto)that has not been set forth in the Loan Documents or in the other documents, certificates and other writings delivered by or on behalf of the Borrower to the Lead Arranger and the Lenders. (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof and as of the Closing Date (it being understood that actual projections are inherently uncertain and no assurances are being given that the results may vary materially from the Projections), as of the date contained in such Projections and estimates were furnished to the Lenders and as of the Effective Datewill be achieved), and (ii) as of the Effective Closing Date, have not been modified in any material respect by the Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “"Information”") concerning Holdings, the Term Borrower, the their Subsidiaries, the Transactions Transaction and any other transactions contemplated hereby included in the Offer Document and/or (after the preparation and delivery thereof) the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions Transaction (as such information may have been supplemented in writing prior to the Closing Date) or the other transactions contemplated hereby, when taken as a whole, was were true and correct in all material respects, as of the date such Information was furnished to the Lenders and (in the case of such Information delivered prior to the Closing Date) as of the Effective Closing Date and did not, taken as a whole, not contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the Term Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Term Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the Term Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-forward looking information, estimates information and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, Subsidiaries and the Transactions and any other transactions contemplated hereby or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or with the other transactions contemplated herebyauthorization of the Borrower, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections, forward-Projections and other forward looking information and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may vary materially differ significantly from the Projectionsprojected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Date, and (ii) as of the Effective Date, have not been modified in any material respect by the BorrowerLenders.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the other Subsidiaries, the New Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives (excluding any reserve reports) and made available to any Lenders or the Administrative Agent in connection with the New Transactions or the other transactions contemplated hereby, when taken as a whole, was were true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Amendment Effective Date and did not, taken as a whole, not contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information the Reserve Reports and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the New Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections)thereof, as of the date such Projections and estimates were furnished to the initial Lenders hereunder on the Amendment Effective Date, and as of the Amendment Effective Date, and (ii) as of the Amendment Effective Date, have not been modified in any material respect by the Borrower.

No Material Misstatements. (a) All written factual information (other than the Projectionsprojections, forward-looking information, estimates and information of a general economic nature or general industry specific nature, projections and forward-looking information) (the “Information”) concerning Holdings, the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby or prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or Financing Transactions, together with any public filings of the other transactions contemplated herebyBorrower, when taken as a whole, was true and is or will be, when furnished, correct in all material respects, as of the date such Information was furnished to the Lenders and as Effective Date, together with any public filings of the Effective Date and did Borrower, does not, when taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto, including all public filings of the Borrower). (b) The Projections, Any projections and other forward-looking information and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) Financing Transactions, together with all supplements and updates thereto, have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (Effective Date; it being understood that such projections and other forward-looking information are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties, and that actual results may vary materially differ from the Projections), as of the date such Projections projections and estimates were furnished to the Lenders other forward-looking information and as of the Effective Date, that such differences may be material and (ii) as of the Effective Date, have not been modified in any material respect by the Borrowerthat no assurance can be given that such projections and other forward-looking information will be realized.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Loan Parties and their respective Subsidiaries, including the Continental Wind Entities, and the Transactions and any other transactions contemplated hereby included in the Confidential Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent Borrower in connection with the Transactions or the other transactions contemplated herebyTransactions, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Date Closing Date, and did not, taken as a whole, not contain any untrue statement of a material fact as of any such date or omit to state a any material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect made. As of the Closing Date, there is no fact known to all supplements the Loan Parties that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect and updates provided thereto)that has not been set forth in the Loan Documents or in the other documents, certificates and other writings delivered by or on behalf of the Borrower to the Lead Arranger and the Lenders. (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof and as of the Closing Date (it being understood that actual projections are inherently uncertain and no assurances are being given that the results may vary materially from the Projections), as of the date contained in such Projections and estimates were furnished to the Lenders and as of the Effective Datewill be achieved), and (ii) as of the Effective Closing Date, have not been modified in any material respect by the Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-forward looking information, estimates information and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections, Projections and other forward-looking information and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may vary materially differ significantly from the Projectionsprojected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and estimates information were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking informationprojections, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the its Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions execution, delivery and performance of the Loan Documents by the Borrower and the Subsidiary Loan Parties or the other transactions contemplated hereby, when taken as a whole, was were true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Closing Date and did not, taken as a whole, not contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information Any projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions execution, delivery and performance of the Loan Documents by the Borrower and the Subsidiary Loan Parties or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections)thereof, as of the date such Projections projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the Borrower.

No Material Misstatements. (a) All written factual information (other than the Projections, forward-looking information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Effective Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made. (b) The Projections, forward-looking information Projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projectionssuch Projections and estimates), as of the date such Projections and estimates were furnished to the Lenders and as of the Effective Closing Date, and (ii) as of the Effective Closing Date, have not been modified in any material respect by the Borrower.