Common use of Accuracy and Completeness of Information Clause in Contracts

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary were, at the time the same were so furnished (including times prior to the Agreement Date in respect of any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with the underwriting or closing the transactions contemplated by this Agreement), complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly, in accordance with tax basis accounting principles for periods ending on or before September 30, 2011, and GAAP thereafter, consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions that the Borrower, other Loan Party or other Subsidiary believed to be reasonable in light of the circumstances in which such financial projections and forward-looking statements were made (it being acknowledged that projections and forward-looking statements are not viewed as facts and the actual results may vary materially from projected results and that no assurance can be given that the projected results will be realized). No fact is known to any Loan Party which has had, or may in the future have (so far as any Loan Party can reasonably foresee) a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. No document furnished or written statement made to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements contained therein not misleading.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary were, at the time the same were so furnished (including times prior to the Agreement Date in respect of any certificatefurnished, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with the underwriting or closing the transactions contemplated by this Agreement)when taken as a whole, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairlyfairly in all material respects, in accordance with tax basis accounting principles for periods ending on or before September 30, 2011, and GAAP thereafter, consistently applied throughout the periods involvedinvolved in each case, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Parent, the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions that believed by the Borrower, other Loan Party or other Subsidiary believed Borrower to be reasonable in light at the time such projections or statements are made or delivered but with it being understood that such projections and statement are not a guarantee of future performance. As of the circumstances in which such financial projections and forward-looking statements were made (it being acknowledged that projections and forward-looking statements are not viewed as facts and the actual results may vary materially from projected results and that Effective Date, no assurance can be given that the projected results will be realized). No fact is known to any Loan Party which has had, or may reasonably be expected in the future to have (so far as any Loan Party can reasonably foresee) ), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. No document furnished or written statement made to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any As of the other Loan Documents contains or will contain any untrue statement Effective Date, all of a material factthe information included in the Beneficial Ownership Certification, or omits or will omit to state a material fact necessary in order to make the statements contained therein not misleadingif applicable, is true and correct.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary were, at the time the same were so furnished (including times prior to the Agreement Date in respect of any certificatefurnished, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with the underwriting or closing the transactions contemplated by this Agreement)when taken as a whole, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairlyfairly in all material respects, in accordance with tax basis accounting principles for periods ending on or before September 30, 2011, and GAAP thereafter, consistently applied throughout the periods involvedinvolved in each case, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Parent, the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions that believed by the Borrower, other Loan Party or other Subsidiary believed Borrower to be reasonable in light at the time such projections or statements are made or delivered but with it being understood that such projections and statement are not a guarantee of future performance. As of the circumstances in which such financial projections and forward-looking statements were made (it being acknowledged that projections and forward-looking statements are not viewed as facts and the actual results may vary materially from projected results and that Effective Date, no assurance can be given that the projected results will be realized). No fact is known to any Loan Party which has had, or may reasonably be expected in the future to have (so far as any Loan Party can reasonably foresee) ), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. No document furnished or written statement made to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements contained therein not misleading.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections projections, information of a general economic or industry nature and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary in connection with or relating in any way to this Agreement or any other Loan Document were, at the time the same were so furnished (including times prior to the Agreement Date in respect of any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with the underwriting or closing the transactions contemplated by this Agreement)furnished, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairlyfairly in all material respects, in accordance with tax basis accounting principles for periods ending on or before September 30, 2011, and GAAP thereafter, consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Parent, the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions that the Borrower, other Loan Party or other Subsidiary believed to be reasonable in light of at the circumstances in which time made, but with it being understood that such financial projections and forward-looking statements were made (it being acknowledged that projections and forward-looking statements are not viewed as facts a guarantee of future performance and the actual results that such future performance may vary materially from projected results and that no assurance can be given that the projected results will be realized). No fact is known to any Loan Party which has had, or may in the future have (so far as any Loan Party can reasonably foresee) a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lendersprojections. No document furnished or written statement made to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements contained therein therein, in light of the circumstances under which they are or will be made, not misleading.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statementsstatements and general economic and general industry data) furnished to the Administrative Agent Agent, any Issuing Bank or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary wereSubsidiary, at the time the same were so furnished (including times prior to the Agreement Date in respect of any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with the underwriting negotiation, preparation or closing execution of this Agreement or delivered hereunder from time to time, taken as a whole, together with the transactions contemplated information publicly filed by this Agreement)the Borrower or its Subsidiaries with the SEC does not, complete and correct in all taken as a whole, contain any material respects, misstatement of fact or omit to the extent state any material fact necessary to give make the recipient a true and accurate knowledge statements therein, in the light of the subject mattercircumstances under which they were made, not misleading, or, in the case of financial statements, present fairly, in accordance with tax basis accounting principles for periods ending on or before September 30, 2011, and GAAP thereafter, consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year year-end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender by or on behalf of the Borrower, any other Loan Party or any other Subsidiary were or will be prepared in good faith based on upon assumptions that the Borrower, other Loan Party or other Subsidiary believed to be reasonable in light of at the circumstances in which such financial projections and forward-looking statements were time made (it being acknowledged understood that projections are subject to significant uncertainties and forward-looking statements contingencies, many of which are not viewed as facts and beyond the actual results may vary materially from projected results and Borrower’s control, that no assurance can be given that the projected results any particular projections will be realizedrealized and that actual results during the period or periods covered by any such information may differ significantly from the forecasted, estimated, pro forma, project or anticipated results and assumptions, and such differences may be material). No fact is known to any Loan Party which has had, or may in the future have (so far as any Loan Party can reasonably foresee) a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. No document furnished or written statement made to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements contained therein not misleading.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary were, at the time the same were so furnished (including times prior to the Agreement Date in respect of any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with the underwriting or closing the transactions contemplated by this Agreement)furnished, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly, in accordance with tax basis accounting principles for periods ending on or before September 30, 2011, and GAAP thereafter, consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year year-end and audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions that the Borrower, other Loan Party or other Subsidiary believed to be reasonable in light of the circumstances in which such financial projections and forward-looking statements were made (it being acknowledged that projections and forward-looking statements are not viewed as facts and the actual results may vary materially from projected results and that no assurance can be given that the projected results will be realized). No fact is known to any Loan Party which has had, or may in the future have (so far as any Loan Party can reasonably foresee) a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lendersassumptions. No document furnished or written statement made to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements contained therein not materially misleading. As of the Effective Date, to the best knowledge of the Borrower, the information included in any Beneficial Ownership Certification provided on or prior to the Effective Date (if any) to any Lender in connection with this Agreement is true and correct in all respects.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statements) factual information heretofore or contemporaneously furnished by or on behalf of Holdings or any of its Subsidiaries to the Administrative Agent Agent, the Arrangers or any Lender by, on behalf of, in writing (including all information contained in the Credit Documents and the Confidential Information Memorandum dated May 2004 delivered to the Lenders in connection with the syndication of the Facilities (the “Confidential Information Memorandum”)) for purposes of or at the direction of, the Parent, the Borrower, any other Loan Party in connection with this Agreement or any transaction contemplated herein is, and all other Subsidiary were, at the time the same were so factual information hereafter furnished (including times prior to the Agreement Date in respect of any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered such Persons in writing to the Administrative Agent Agent, the Arrangers or any Lender in connection with the underwriting or closing the transactions contemplated by this Agreement)will be, complete true and correct accurate in all material respectsrespects on the date as of which such information is dated and, taken together, not incomplete by omitting to the extent state any material fact necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly, in accordance with tax basis accounting principles for periods ending on or before September 30, 2011, and GAAP thereafter, consistently applied throughout the periods involved, the financial position of the Persons involved as make such information not misleading at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions that the Borrower, other Loan Party or other Subsidiary believed to be reasonable time in light of the circumstances in under which such financial information was provided; provided that, with respect to projections and forward-looking statements were made (it being acknowledged that projections and forward-looking statements are not viewed as facts and the actual results may vary materially from projected results and that no assurance can be given Borrower represents only that the projected results will projections contained in such materials are based on good faith estimates and assumptions believed by Borrower to be realized)reasonable and attainable at the time made. No There is no fact is known to any Loan Credit Party which has had, or may in the future that could reasonably be expected to have (so far as any Loan Party can reasonably foresee) a Material Adverse Effect which or that would be material to an understanding of the financial condition, business, properties or prospects of any Credit Party that has not been set forth expressly disclosed herein, in the financial statements referred to other Credit Documents, in Section 7.1.(k) the Confidential Information Memorandum or in such informationany other documents, reports or other papers or data or otherwise disclosed in writing certificates and statements furnished to the Administrative Agent and the Lenders. No document furnished or written statement made to the Administrative Agent or any Lender Lenders for use in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of transactions contemplated hereby and by the other Loan Documents contains or will contain any untrue statement of Credit Documents. The Credit Parties understand that all such statements, representations and warranties shall be deemed to have been relied upon by the Lenders as a material fact, or omits or will omit to state a material fact necessary in order inducement to make the statements contained therein not misleadingeach extension of credit hereunder.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than excluding financial projections and other forward looking statementsprojections) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party Borrower or any other Subsidiary were, at the time the same were so furnished (including times prior to the Agreement Date in respect of any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with the underwriting or closing the transactions contemplated by this Agreement)furnished, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly, in all material respects and in accordance with tax basis accounting principles for periods ending on or before September 30, 2011, and GAAP thereafter, consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure)periods. All financial projections and other forward looking statements prepared by or on behalf of the Borrower, any other Loan Party or any other Subsidiary Borrower that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions that the Borrower, other Loan Party or other Subsidiary believed to be reasonable in light of the circumstances in which such financial projections and forward-looking statements were made (it being acknowledged that projections and forward-looking statements are not viewed as facts and the actual results may vary materially from projected results and that no assurance can be given that the projected results will be realized)assumptions. No fact is known to any Loan Party the Borrower which has had, or may in the future have (so far as any Loan Party the Borrower can reasonably foresee) ), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the LendersLenders prior to the Effective Date. No document furnished or written statement made to the Administrative Agent or any Lender in connection with the negotiation, preparation or of execution of, or pursuant to, of this Agreement or any of the other Loan Documents Documents, in light of the circumstances under which furnished or made, contains or will contain any untrue statement of a fact material fact, to the creditworthiness of the Borrower or any Subsidiary or omits or will omit to state a material fact necessary in order to make the statements contained therein not materially misleading.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary were, at the time the same were so furnished (including times prior to the Agreement Date in respect of any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with the underwriting or closing the transactions contemplated by this Agreement)when taken as a whole, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly, in accordance with tax basis accounting principles for periods ending on or before September 30, 2011, and GAAP thereafter, consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions that the Borrower, other Loan Party or other Subsidiary believed to be reasonable in light of the circumstances in which such financial projections and forward-looking statements were made (it being acknowledged that projections and forward-looking statements are not viewed as facts and the actual results may vary materially from projected results and that no assurance can be given that the projected results will be realized)reasonable. No fact is known to any Loan Party which has had, or may could reasonably be expected in the future have (so far as any Loan Party can reasonably foresee) to have, a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k7.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. No document furnished or written statement made to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents Documents, when taken together with all other information so furnished, contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements contained therein not misleading.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than excluding financial projections and or other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the any other Borrower, any other Loan Party or any other Subsidiary were, at the time the same were so furnished (including times prior furnished, to the Agreement Date in respect best of any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date Parent’s and delivered to the Administrative Agent or any Lender in connection with the underwriting or closing the transactions contemplated by this Agreement)PREIT’s knowledge, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly, in accordance with tax basis accounting principles for periods ending on or before September 30, 2011, and GAAP thereafter, consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure)periods. All financial projections and other forward looking statements prepared by or on behalf of the BorrowerParent, any other Borrower or any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions that the Borrower, other Loan Party or other Subsidiary believed to be reasonable in light of the circumstances in which such financial projections and forward-looking statements were made (it being acknowledged that projections and forward-looking statements are not viewed as facts and the actual results may vary materially from projected results and that no assurance can be given that the projected results will be realized). No fact is known to any Loan Party which has had, or may in the future have (so far as any Loan Party can reasonably foresee) a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lendersassumptions. No document furnished or written statement made made, in each case by, or at the direction of any Loan Party or any other Subsidiary to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or of any of the other Loan Documents Document contains or will contain any untrue statement of a fact material factto the creditworthiness of the Loan Parties and other Subsidiaries, taken as a whole, or omits omits, or will omit to state a fact material fact to the creditworthiness of the Loan Parties and the other Subsidiaries, taken as a whole, which is necessary in order to make the statements contained therein not misleading.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party Borrower or any other Subsidiary were, at the time the same were so furnished (including times prior to the Agreement Date in respect of any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with the underwriting or closing the transactions contemplated by this Agreement)furnished, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly, in accordance with tax basis accounting principles for periods ending on or before September 30, 2011, and GAAP thereafter, consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Borrower, any other Loan Party Borrower or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions that the Borrower, other Loan Party or other Subsidiary believed to be reasonable in light of the circumstances in which such financial projections and forward-looking statements were made (it being acknowledged that projections and forward-looking statements are not viewed as facts and the actual results may vary materially from projected results and that no assurance can be given that the projected results will be realized)assumptions. No fact is known to any Loan Party Borrower which has had, or may in the future have (so far as any Loan Party Borrower can reasonably foresee) ), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k7.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. No document furnished or written statement made to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements contained therein not misleading.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statements, and information of a general economic or industry specific nature) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary were, at the time the same were so furnished (including times prior to the Agreement Date in respect of any certificatefurnished, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with the underwriting or closing the transactions contemplated by this Agreement)taken as a whole, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly, in accordance with tax basis accounting principles for periods ending on or before September 30, 2011, and GAAP thereafter, consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions that the Borrower, other Loan Party or other Subsidiary believed to be reasonable in light of the circumstances in which such financial projections and forward-looking statements were made (it being acknowledged that projections and forward-looking statements are not viewed as facts and the actual results may vary materially from projected results and that no assurance can be given that the projected results will be realized)assumptions. No fact is known to any Loan Party which has had, or may in the future have (so far as any Loan Party can reasonably foresee) ), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k6.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders, or in the public domain. No document furnished or written statement made to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements contained therein not misleading. As of the Effective Date, if applicable, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary were, at the time the same were so furnished (including times prior to the Agreement Date in respect of any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with the underwriting or closing the transactions contemplated by this Agreement)when taken as a whole, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly, in accordance with tax basis accounting principles for periods ending on or before September 30, 2011, and GAAP thereafter, consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions that the Borrower, other Loan Party or other Subsidiary believed to be reasonable in light of the circumstances in which such financial projections and forward-looking statements were made (it being acknowledged that projections and forward-looking statements are not viewed as facts and the actual results may vary materially from projected results and that no assurance can be given that the projected results will be realized)reasonable. No fact is known to any Loan Party which has had, or may could reasonably be expected in the future have (so far as any Loan Party can reasonably foresee) to have, a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k6.1.(j) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. No document furnished or written statement made to the Administrative Agent Agent, any Issuing Bank or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents Documents, when taken together with all other information so furnished, contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements contained therein not misleading.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statementsstatements and general economic and general industry data) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary wereSubsidiary, at the time the same were so furnished (including times prior to the Agreement Date in respect of any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with the underwriting negotiation, preparation or closing execution of this Agreement or delivered hereunder from time to time, taken as a whole, together with the transactions contemplated information publicly filed by this Agreement)the Borrower or its Subsidiaries with the SEC does not, complete and correct in all taken as a whole, contain any material respects, misstatement of fact or omit to the extent state any material fact necessary to give make the recipient a true and accurate knowledge statements therein, in the light of the subject mattercircumstances under which they were made, not misleading, or, in the case of financial statements, present fairly, in accordance with tax basis accounting principles for periods ending on or before September 30, 2011, and GAAP thereafter, consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year year-end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender by or on behalf of the Borrower, any other Loan Party or any other Subsidiary were or will be prepared in good faith based on upon assumptions that the Borrower, other Loan Party or other Subsidiary believed to be reasonable in light of at the circumstances in which such financial projections and forward-looking statements were time made (it being acknowledged understood that projections are subject to significant uncertainties and forward-looking statements contingencies, many of which are not viewed as facts and beyond the actual results may vary materially from projected results and Borrower’s control, that no assurance can be given that the projected results any particular projections will be realizedrealized and that actual results during the period or periods covered by any such information may differ significantly from the forecasted, estimated, pro forma, project or anticipated results and assumptions, and such differences may be material). No fact is known to any Loan Party which has had, or may in the future have (so far as any Loan Party can reasonably foresee) a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. No document furnished or written statement made to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements contained therein not misleading.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary were, at the time the same were so furnished (including times prior to the Agreement Date in respect of any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with the underwriting or closing the transactions contemplated by this Agreement)furnished, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly, in accordance with tax basis accounting principles for periods ending on or before September 30, 2011, and GAAP thereafter, consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year year-end and audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions that the Borrower, other Loan Party or other Subsidiary believed to be reasonable in light of the circumstances in which such financial projections and forward-looking statements were made (it being acknowledged that projections and forward-looking statements are not viewed as facts and the actual results may vary materially from projected results and that no assurance can be given that the projected results will be realized)assumptions. No fact is known to any Loan Party which has had, or may in the future have (so far as any Loan Party can reasonably foresee) ), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k7.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. No document furnished or written statement made to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements contained therein not materially misleading.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statementsstatements and general economic and general industry data) furnished to the Administrative Agent Agent, any Issuing Bank or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary wereSubsidiary, at the time the same were so furnished (including times prior to the Agreement Date in respect of any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with the underwriting negotiation, preparation or closing execution of this Agreement or delivered hereunder from time to time, taken as a whole, together with the transactions contemplated information publicly filed by this Agreement)the Borrower or its Subsidiaries with the SEC does not, complete and correct in all taken as a whole, contain any material respects, misstatement of fact or omit to the extent state any material fact necessary to give make the recipient a true and accurate knowledge statements therein, in the light of the subject mattercircumstances under which they were made, not misleading, or, in the case of financial statements, present fairly, in accordance with tax basis accounting principles for periods ending on or before September 30, 2011, and GAAP thereafter, consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender by or on behalf of the Borrower, any other Loan Party or any other Subsidiary were or will be prepared in good faith based on based upon assumptions that the Borrower, other Loan Party or other Subsidiary believed to be reasonable in light of at the circumstances in which such financial projections and forward-looking statements were time made (it being acknowledged understood that projections are subject to significant uncertainties and forward-looking statements contingencies, many of which are not viewed as facts and beyond the actual results may vary materially from projected results and Borrower’s control, that no assurance can be given that the projected results any particular projections will be realizedrealized and that actual results during the period or periods covered by any such information may differ significantly from the forecasted, estimated, pro forma, project or anticipated results and assumptions, and such differences may be material). No fact is known to any Loan Party which has had, or may in the future have (so far as any Loan Party can reasonably foresee) a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. No document furnished or written statement made to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements contained therein not misleading.

Accuracy and Completeness of Information. All No written information, reports and report or other papers and or data (other than excluding financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any Subsidiary or any other Loan Party in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of Borrower, any Subsidiary or any other Loan Party or any other Subsidiary wereomitted to state a material fact necessary in order to make such statements contained therein, at in light of the time the same circumstances under which they were so made, not misleading. All financial statements furnished (including times prior to the Agreement Date in respect of any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered to the Administrative Agent Agent, the Collateral Agent, the Issuing Bank and/or any of the Lenders by, on behalf of, or at the direction of, Borrower, any Subsidiary or any Lender other Loan Party in connection with the underwriting or closing the transactions contemplated by relating in any way to this Agreement), complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly, in accordance with tax basis accounting principles for periods ending on or before September 30, 2011, and GAAP thereafter, consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subjectsubject to, as to interim unaudited statements, to changes resulting from normal year end audit adjustments and the absence of full footnote disclosurefootnotes). All financial projections and other forward looking statements prepared by or on behalf of the Borrower, any Subsidiary or any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or Agent, the Collateral Agent, the Issuing Bank and/or any Lender of the Lenders were or will be prepared based upon assumptions that such Loan Party in good faith based on assumptions that the Borrower, other Loan Party or other Subsidiary believed to be considered reasonable in light at such time. As of the circumstances in which such financial projections and forward-looking statements were made (it being acknowledged that projections and forward-looking statements are not viewed as facts and the actual results may vary materially from projected results and that Closing Date, no assurance can be given that the projected results will be realized). No fact is known to any Loan Party Borrower which has had, or may in the future have (so far as any Loan Party Borrower can reasonably foresee) ), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k3.01(j) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. No document furnished or written statement made to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements contained therein not misleadingAgent.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statements, and information of a general economic or industry specific nature) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary were, at the time the same were so furnished (including times prior to the Agreement Date in respect of any certificatefurnished, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with the underwriting or closing the transactions contemplated by this Agreement)taken as a whole, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly, in accordance with tax basis accounting principles for periods ending on or before September 30, 2011, and GAAP thereafter, consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from 103 normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions that the Borrower, other Loan Party or other Subsidiary believed to be reasonable in light of the circumstances in which such financial projections and forward-looking statements were made (it being acknowledged that projections and forward-looking statements are not viewed as facts and the actual results may vary materially from projected results and that no assurance can be given that the projected results will be realized)assumptions. No fact is known to any Loan Party which has had, or may in the future have (so far as any Loan Party can reasonably foresee) ), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k6.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders, or in the public domain. No document furnished or written statement made to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements contained therein not misleading.

Accuracy and Completeness of Information. All written information, ---------------------------------------- reports and other papers and data produced by or on behalf of the Borrower or any of its Designated Subsidiaries and furnished to the Lenders (other than financial projections and other forward looking statementsany projections) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary were, at the time the same were so furnished (including times prior to the Agreement Date in respect of any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with the underwriting or closing the transactions contemplated by this Agreement)furnished, complete and correct in all material respects, respects to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly, in accordance with tax basis accounting principles for periods ending on or before September 30, 2011, and GAAP thereafter, consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions that the Borrower, other Loan Party or other Subsidiary believed to be reasonable in light of the circumstances in which such financial projections and forward-looking statements were made (it being acknowledged that projections and forward-looking statements are not viewed as facts and the actual results may vary materially from projected results and that no assurance can be given that the projected results will be realized). No fact is known to any Loan Party which has had, or may in the future have (so far as any Loan Party can reasonably foresee) a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. No document furnished or written statement made to the Administrative Agent or the Lenders by the Borrower or any Lender of its Designated Subsidiaries in connection with the negotiation, preparation or execution of, or pursuant to, of this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a fact material fact, to the creditworthiness of the Borrower or any of its Designated Subsidiaries or omits or will omit to state a material fact necessary in order to make the statements contained therein not misleading. All projections provided by or on behalf of the Borrower to the Administrative Agent and Lenders hereunder constitute good faith estimates based on reasonable assumptions of senior management of the Borrower as of the date delivered. The Borrower is not aware of any facts which they have not disclosed in writing to the Administrative Agent having a Material Adverse Effect, or insofar as the Borrower can now foresee, could reasonably be expected to have a Material Adverse Effect.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary in connection with or relating in any way to this Agreement or any other Loan Document were, at the time the same were so furnished (including times prior to the Agreement Date in respect of any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with the underwriting or closing the transactions contemplated by this Agreement)furnished, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly, in accordance with tax basis accounting principles for periods ending on or before September 30, 2011, and GAAP thereafter, consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Parent, the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions that the Borrower, other Loan Party or other Subsidiary believed to be reasonable in light of the circumstances in which such financial projections and forward-looking statements were made (it being acknowledged that projections and forward-looking statements are not viewed as facts and the actual results may vary materially from projected results and that no assurance can be given that the projected results will be realized)assumptions. No fact is known to any Loan Party which has had, or may in the future have (so far as any Loan Party can reasonably foresee) ), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k6.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. No document furnished or written statement made to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements contained therein not misleading.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statementsstatements and information of a general economic or industry specific nature) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary were, at the time the same were so furnished (including times prior to the Agreement Date in respect of any certificatefurnished, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with the underwriting or closing the transactions contemplated by this Agreement)taken as a whole, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly, in accordance with tax basis accounting principles for periods ending on or before September 30, 2011, and GAAP thereafter, consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions that the Borrower, other Loan Party or other Subsidiary believed to be reasonable in light of the circumstances in which such financial projections and forward-looking statements were made (it being acknowledged that projections and forward-looking statements are not viewed as facts and the actual results may vary materially from projected results and that no assurance can be given that the projected results will be realized)assumptions. No fact is known to any Loan Party which has had, or may in the future have (so far as any Loan Party can reasonably foresee) ), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k6.1.(k)Section 6.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. No document furnished or written statement made to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements contained therein not misleading. As of the Effective Date, if applicable, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party Party, the Parent or any other Subsidiary were, at the time the same were so furnished (including times prior to the Agreement Date in respect of any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with the underwriting or closing the transactions contemplated by this Agreement)furnished, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly, in accordance with tax basis accounting principles for periods ending on or before September 30, 2011, and GAAP thereafter, consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Borrower, any other Loan Party Party, the Parent or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions that the Borrower, other Loan Party or other Subsidiary believed to be reasonable in light of the circumstances in which such financial projections and forward-looking statements were made (it being acknowledged that projections and forward-looking statements are not viewed as facts and the actual results may vary materially from projected results and that no assurance can be given that the projected results will be realized). No fact is known to any Loan Party which has had, or may in the future have (so far as any Loan Party can reasonably foresee) a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lendersassumptions. No document furnished or written statement made to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a material fact necessary in order to make the statements contained therein therein, in light of the circumstances under which they were made, not misleading, and all financial projections, budgets and pro formas concerning the Borrower, any other Loan Party, the Parent or any other Subsidiary that have been made available to Administrative Agent or any Lender by the Borrower, any other Loan Party, the Parent or any other Subsidiary (or on their behalf) (the “Projections”) have been prepared in good faith based upon assumptions believed to be reasonable at the time made, it being understood that such Projections are not to be viewed as facts and are subject to significant uncertainties and contingencies, and actual results may vary materially from the Projections.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary were, at the time the same were so furnished (including times prior to the Agreement Date in respect of any certificatefurnished, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with the underwriting or closing the transactions contemplated by this Agreement)when taken as a whole, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly, in accordance with tax basis accounting principles for periods ending on or before September 30, 2011, and GAAP thereafter, consistently applied throughout the periods involvedinvolved in each case, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Parent, the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions that believed by the Borrower, other Loan Party or other Subsidiary believed Borrower to be reasonable in light at the time such projections or statements are made or delivered but with it being understood that such projections and statement are not a guarantee of future performance. As of the circumstances in which such financial projections and forward-looking statements were made (it being acknowledged that projections and forward-looking statements are not viewed as facts and the actual results may vary materially from projected results and that Effective Date, no assurance can be given that the projected results will be realized). No fact is known to any Loan Party which has had, or may reasonably be expected in the future to have (so far as any Loan Party can reasonably foresee) ), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. No document furnished or written statement made to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements contained therein not misleading.

Accuracy and Completeness of Information. All The written information, reports and other papers and data (other than excluding financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party Borrower or any other Subsidiary were, at the time the same were so furnished (including times prior to the Agreement Date in respect of any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with the underwriting or closing the transactions contemplated by relating in any way to this Agreement), complete (as modified or supplemented by other information so furnished) does not (or, if such information, reports and correct data are furnished in all separate instruments, writings or transmissions but are furnished at approximately the same time and are reasonably related to one another, such information, reports and data taken as a whole do not) contain any untrue statement of a fact material respects, to the extent necessary to give the recipient a true and accurate knowledge creditworthiness of the subject matter, orBorrower or any Subsidiary or omitted to state a material fact necessary in order to make such statements contained therein, in light of the case of circumstances under which they were made, not misleading. All financial statements and other financial information (excluding financial projections and other forward looking statements) furnished to the Lender by, on behalf of, or at the direction of, the Borrower or any Subsidiary in connection with or relating in any way to this Agreement, present fairly, in accordance with tax basis accounting principles for periods ending on or before September 30, 2011, and GAAP thereafter, consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure)periods. All financial projections and other forward looking statements prepared by or on -43 behalf of the Borrower, any other Loan Party Borrower or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions that the Borrower, other Loan Party or other Subsidiary believed to be reasonable in light assumptions. As of the circumstances in which such financial projections and forward-looking statements were made (it being acknowledged that projections and forward-looking statements are not viewed as facts and the actual results may vary materially from projected results and that Effective Date, no assurance can be given that the projected results will be realized). No fact is known to any Loan Party the Borrower which has had, or may in the future have (so far as any Loan Party the Borrower can reasonably foresee) ), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k6.1.(j) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. No document furnished or written statement made to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements contained therein not misleadingLender.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statements) furnished to the Administrative Agent Agent, the Issuing Bank or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary were, at the time the same were so furnished (including times prior to the Agreement Date in respect of any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with the underwriting or closing the transactions contemplated by this Agreement)furnished, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly, in accordance with tax basis accounting principles for periods ending on or before September 30, 2011, and GAAP thereafter, consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions that the Borrower, other Loan Party or other Subsidiary believed to be reasonable in light of the circumstances in which such financial projections and forward-looking statements were made (it being acknowledged that projections and forward-looking statements are not viewed as facts and the actual results may vary materially from projected results and that no assurance can be given that the projected results will be realized)assumptions. No fact is known to any Loan Party which has had, or may in the future have (so far as any Loan Party can reasonably foresee) ), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the LendersLenders prior to the Agreement Date. No document furnished or written statement made to the Administrative Agent Agent, the Issuing Bank or any Lender by, or at the direction of, the Borrower, any other Loan Party or any other Subsidiary in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a material fact necessary in order to make the statements contained therein not materially misleading.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than excluding financial projections and other forward looking statementsprojections) furnished to the Administrative Agent, either Arranger, the Syndication Agent or any Lender by, on behalf of, or at the direction of, the ParentBorrower, the Borrower, any other Loan Party Parent or any other Subsidiary were, at the time the same were so furnished (including times prior to the Agreement Date in respect of any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with the underwriting or closing the transactions contemplated by this Agreement)furnished, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly, in all material respects and in accordance with tax basis accounting principles for periods ending on or before September 30, 2011, and GAAP thereafter, consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure)periods. All financial projections and other forward looking statements prepared by or on behalf of the BorrowerParent, any other Loan Party the Borrower or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions that the Borrower, other Loan Party or other Subsidiary believed to be reasonable in light of the circumstances in which such financial projections and forward-looking statements were made (it being acknowledged that projections and forward-looking statements are not viewed as facts and the actual results may vary materially from projected results and that no assurance can be given that the projected results will be realized)assumptions. No fact is known to any Loan Party the Parent which has had, or may in the future have (so far as any Loan Party the Parent can reasonably foresee) ), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k6.1.(l) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the LendersLenders prior to the Effective Date. No document furnished or written statement made to the Administrative Agent, either Arranger, the Syndication Agent or any Lender in connection with the negotiation, preparation or of execution of, or pursuant to, of this Agreement or any of the other Loan Documents Documents, except as superceded by any subsequent document or written statement delivered prior to the Effective Date, in light of the circumstances under which furnished or made, contains or will contain any untrue statement of a fact material factto the creditworthiness of the Borrower, the Parent or any other Subsidiary or omits or will omit to state a material fact necessary in order to make the statements contained therein not materially misleading.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statements) factual information heretofore or contemporaneously furnished by or on behalf of Holdings or any of its Subsidiaries to the Administrative Agent Agent, the Arrangers or any Lender by, on behalf of, or at in writing (including all information contained in the direction ofCredit Documents, the Parent, Confidential Information Memorandum dated May 2004 delivered to the Borrower, any other Loan Party Lenders under the Original Credit Agreement in connection with the syndication of the facilities under the Original Credit Agreement and the Confidential Information Memorandum dated October 2006 delivered to Lenders under this Agreement in connection with the syndication of the Tranche B-1 Facility (the “Confidential Information Memoranda”)) for purposes of or in connection with this Agreement or any transaction contemplated herein is, and all other Subsidiary were, at the time the same were so factual information furnished (including times prior to the Agreement Date in respect of any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered such Persons in writing to the Administrative Agent Agent, the Arrangers or any Lender in connection with after the underwriting or closing the transactions contemplated by this Agreement)Original Closing Date will be, complete true and correct accurate in all material respectsrespects on the date as of which such information is dated and, taken together, not incomplete by omitting to the extent state any material fact necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly, in accordance with tax basis accounting principles for periods ending on or before September 30, 2011, and GAAP thereafter, consistently applied throughout the periods involved, the financial position of the Persons involved as make such information not misleading at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions that the Borrower, other Loan Party or other Subsidiary believed to be reasonable time in light of the circumstances in under which such financial information was provided; provided that, with respect to projections and forward-looking statements were made (it being acknowledged that projections and forward-looking statements are not viewed as facts and the actual results may vary materially from projected results and that no assurance can be given Borrower represents only that the projected results will projections contained in such materials are based on good faith estimates and assumptions believed by Borrower to be realized)reasonable and attainable at the time made. No There is no fact is known to any Loan Credit Party which has had, or may in the future that could reasonably be expected to have (so far as any Loan Party can reasonably foresee) a Material Adverse Effect which or that would be material to an understanding of the financial condition, business, properties or prospects of any Credit Party that has not been set forth expressly disclosed herein, in the financial statements referred to other Credit Documents, in Section 7.1.(k) the Confidential Information Memoranda or in such informationany other documents, reports or other papers or data or otherwise disclosed in writing certificates and statements furnished to the Administrative Agent and the Lenders. No document furnished or written statement made to the Administrative Agent or any Lender Lenders for use in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of transactions contemplated hereby and by the other Loan Documents contains or will contain any untrue statement of Credit Documents. The Credit Parties understand that all such statements, representations and warranties shall be deemed to have been relied upon by the Lenders as a material fact, or omits or will omit to state a material fact necessary in order inducement to make the statements contained therein not misleadingeach extension of credit hereunder.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary were, at the time the same were so furnished (including times prior to the Agreement Date in respect of any certificatefurnished, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with the underwriting or closing the transactions contemplated by this Agreement)when taken as a whole, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairlyfairly in all material respects, in accordance with tax basis accounting principles for periods ending on or before September 30, 2011, and GAAP thereafter, consistently applied throughout the periods involvedinvolved in each case, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Parent, the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions that believed by the Borrower, other Loan Party or other Subsidiary believed Borrower to be reasonable in light at the time such projections or statements are made or delivered but with it being understood that such projections and statement are not a guarantee of future performance. As of the circumstances in which such financial projections and forward-looking statements were made (it being acknowledged that projections and forward-looking statements are not viewed as facts and the actual results may vary materially from projected results and that Effective Date, no assurance can be given that the projected results will be realized). No fact is known to any Loan Party which has had, or may reasonably be expected in the future to have (so far as any Loan Party can reasonably foresee) ), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. No document furnished or written statement made to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any As of the other Loan Documents contains Effective Date, all of the information included in the Beneficial Ownership Certification, if applicable, is true and correct. (x) REIT Status. The Parent has elected to be treated as a REIT under the Internal Revenue Code, the Parent is qualified as a REIT and each of its Subsidiaries that is a corporation is a Qualified REIT Subsidiary or will contain any untrue statement of Taxable REIT Subsidiary, except where a material fact, or omits or will omit Subsidiary’s failure to state so qualify could not reasonably be expected to have an adverse effect on the Parent’s qualification as a material fact necessary in order to make the statements contained therein not misleading.REIT. (y)

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statements) factual information heretofore or contemporaneously furnished by or on behalf of Holdings or any of its Subsidiaries to the Administrative Agent Agent, the Arranger or any Lender by, on behalf of, in writing (including all information contained in the Credit Documents and the Confidential Information Memorandum dated January 2004 delivered to the Lenders in connection with the syndication of the Facilities (the “Confidential Information Memorandum”)) for purposes of or at the direction of, the Parent, the Borrower, any other Loan Party in connection with this Agreement or any transaction contemplated herein is, and all other Subsidiary were, at the time the same were so factual information hereafter furnished (including times prior to the Agreement Date in respect of any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered such Persons in writing to the Administrative Agent Agent, the Arranger or any Lender in connection with the underwriting or closing the transactions contemplated by this Agreement)will be, complete true and correct accurate in all material respectsrespects on the date as of which such information is dated and, taken together, not incomplete by omitting to the extent state any material fact necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly, in accordance with tax basis accounting principles for periods ending on or before September 30, 2011, and GAAP thereafter, consistently applied throughout the periods involved, the financial position of the Persons involved as make such information not misleading at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions that the Borrower, other Loan Party or other Subsidiary believed to be reasonable time in light of the circumstances in under which such financial information was provided; provided that, with respect to projections and forward-looking statements were made (it being acknowledged that projections and forward-looking statements are not viewed as facts and the actual results may vary materially from projected results and that no assurance can be given Borrower represents only that the projected results will projections contained in such materials are based on good faith estimates and assumptions believed by Borrower to be realized)reasonable and attainable at the time made. No There is no fact is known to any Loan Credit Party which has had, or may in the future that could reasonably be expected to have (so far as any Loan Party can reasonably foresee) a Material Adverse Effect which or that would be material to an understanding of the financial condition, business, properties or prospects of any Credit Party that has not been set forth expressly disclosed herein, in the financial statements referred to other Credit Documents, in Section 7.1.(k) the Confidential Information Memorandum or in such informationany other documents, reports or other papers or data or otherwise disclosed in writing certificates and statements furnished to the Administrative Agent and the Lenders. No document furnished or written statement made to the Administrative Agent or any Lender Lenders for use in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of transactions contemplated hereby and by the other Loan Documents contains or will contain any untrue statement of Credit Documents. The Credit Parties understand that all such statements, representations and warranties shall be deemed to have been relied upon by the Lenders as a material fact, or omits or will omit to state a material fact necessary in order inducement to make the statements contained therein not misleadingeach extension of credit hereunder.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary were, at the time the same were so furnished (including times prior to the Agreement Date in respect of any certificatefurnished, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with the underwriting or closing the transactions contemplated by this Agreement)when taken as a whole, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly, in accordance with tax basis accounting principles for periods ending on or before September 30, 2011, and GAAP thereafter, consistently applied throughout the periods involvedinvolved in each case, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Parent, the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on reasonable assumptions but with it being understood that the Borrower, other Loan Party or other Subsidiary believed to be reasonable in light such projections and statement are not a guarantee of future performance. As of the circumstances in which such financial projections and forward-looking statements were made (it being acknowledged that projections and forward-looking statements are not viewed as facts and the actual results may vary materially from projected results and that Effective Date, no assurance can be given that the projected results will be realized). No fact is known to any Loan Party which has had, or may reasonably be expected in the future to have (so far as any Loan Party can reasonably foresee) ), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. No document furnished or written statement made to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements contained therein not misleading.

Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statementsstatements and general economic or industry specific information) furnished and to be furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary werewere or will be (as applicable), at the time the same were so furnished (including times prior to the Agreement Date in respect of any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with the underwriting or closing the transactions contemplated by this Agreement)furnished, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairlyfairly in all material respects, in accordance with tax basis accounting principles for periods ending on or before September 30, 2011, and GAAP thereafter, consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year year-end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions that the Borrower, other Loan Party or other Subsidiary believed to be reasonable in light of at the circumstances in which such financial projections and forward-looking statements were made time (it being acknowledged recognized by the Lenders that projections are subject to contingencies and forward-looking statements uncertainties, many of which are not within the control of Xxxxxx REIT and its Subsidiaries and are not to be viewed as facts and that the actual results during the period or periods covered by such projections may vary materially from projected results such projections and that no assurance can such variances may be given that the projected results will be realizedmaterial). No As of the Agreement Date, no fact is known to any Loan Party which has had, or may in the future have (so far as any Loan Party can reasonably foresee) ), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k7.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. No document furnished or written statement made to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements contained therein not materially misleading.. 101

Accuracy and Completeness of Information. All written information, reports reports, prospectuses and other papers and data (other than financial projections relating to the Borrower or any of its Subsidiaries and other forward looking statements) furnished by the Borrower or any of its Subsidiaries to the Administrative Agent or any Lender bythe Lenders, on behalf oftaken as a whole, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary were, at the time the same were so furnished (including times prior furnished, believed to the Agreement Date in respect of any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with the underwriting or closing the transactions contemplated by this Agreement)be true, complete and correct in all material respects, respects to the extent necessary to give the recipient a Administrative Agent and the Lenders true and accurate knowledge of the subject matter, orand all final projections, in the case consisting of financial statementsa consolidated projected cash flow statement, present fairly, in accordance with tax basis accounting principles for periods ending on or before September 30, 2011an income statement, and GAAP thereaftera balance sheet for Borrower and its Subsidiaries (the "PROJECTIONS") (i) disclose all assumptions made with respect to costs, consistently applied throughout general economic conditions, and financial and market conditions formulating the periods involvedProjections; (ii) are based on estimates and assumptions believed to be reasonable; and (iii) reflect, as of the date prepared, the financial position reasonable estimate of the Persons involved as at the date thereof and Borrower of the results of operations and other information projected therein for such the periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure)covered thereby. All financial The projections and other forward looking statements prepared pro forma financial information furnished at any time by or on behalf of the Borrower, Borrower to any other Loan Party or any other Subsidiary that Lender pursuant to this Agreement have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions believed by the Borrower to be reasonable at the time made, it being 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 differ from the projected results set forth therein by a material amount and the Borrower, other Loan Party or other Subsidiary believed however, makes no representation as to be reasonable in light of its ability to achieve the circumstances in which such financial projections and forward-looking statements were made (it being acknowledged that projections and forward-looking statements are not viewed as facts and the actual results may vary materially from projected results and that no assurance can be given that the projected results will be realized). No fact is known to any Loan Party which has had, or may in the future have (so far as any Loan Party can reasonably foresee) a Material Adverse Effect which has not been set forth in any such projections. The Borrower understands that all such statements, representations and warranties shall be deemed to have been relied upon by the financial statements referred to in Section 7.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. No document furnished or written statement made to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents contains or will contain any untrue statement of Lenders as a material fact, or omits or will omit to state a material fact necessary in order inducement to make the statements contained therein not misleadingeach extension of credit hereunder.