As of the Closing Date, the reports, financial statements, certificates and other written information furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered by or on behalf or any Loan Party hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) (other than the Projections, estimates and information of a general economic nature) (taken as a whole, the “Information”) as of the date of this Agreement do not, taken as a whole, contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projections, estimates, budgets and other forward-looking information (taken as a whole, the “Projections), the Borrowers represent and warrant, as of the Closing Date, only that such information was prepared in good faith based upon assumptions believed by the Company to be reasonable at the time of preparation, it being recognized by the Administrative Agent and the ​ that # such Projections are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ significantly from the projected or forecasted results and that such differences may be material and that such Projections are not a guarantee of financial performance and # no representation is made with respect to information of a general economic or general industry nature.

AsSECTION # Accuracy of the Closing Date, the reports, financial statements, certificates and otherInformation, etc. No written statement or written information (other than any projections, other forward-looking information, information of a general economic or industry specified nature or reports prepared by third party consultants) contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished to the Administrative Agent or ​ or any of them, by or on behalf of any Loan Party to the Administrative Agent or any Lenderfor use in connection with the transactions contemplated hereby and the negotiation ofby this Agreement or delivered by or on behalf or any Loan Party hereunder or under anythe other Loan Document (as modified or supplemented by other information so furnished) (other than the Projections, estimates and information of a general economic nature) (takenDocuments, taken as a whole, the “Information”)contained as of the date such statement, information, document or certificate was so furnished (or, in the case of this Agreement do not, takenthe Confidential Information Memorandum, as of the Closing Date), any untrue statement of a whole, contain any material misstatement of fact or omitomitted to state anya material fact necessary in order to make the statements therein,contained herein or therein not misleading in the light of the circumstances underin which they were made, not materially misleading; provided that, with respect to projections, estimates, budgets and other forward-looking information (taken as a whole, the “Projections), the Borrowers represent and warrant, as of the Closing Date, only that such information was preparedprovided. The projections and pro forma financial information contained in the materials referenced above are based upon good faith based uponestimates and assumptions believed by management of the CompanyBorrower to be reasonable at the time of preparation,made, it being recognized by the Administrative Agent and the ​ that # such Projections arefinancial information as it relates to future events is not to be viewed as factsfact and that actual results during the period or periods covered by any such projectionsfinancial information may differ significantly from the projected or forecasted results and that such differences may beset forth therein by a material and that such Projections are not a guarantee of financial performance and # no representation is made with respect to information of a general economic or general industry nature.amount.

Section # Disclosure. As of the Closing Date, the reports,no report, financial statements, certificates andstatement, certificate or other written information furnished by or on behalf of any Loan Party (other than projected financial information, pro forma financial information and information of a general economic or industry nature) to the Administrativeany Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered by or on behalf or any Loan Party hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) (other than the Projections, estimates and information of a general economic nature) (taken as a whole, the “Information”) as of the date of this Agreement do not,, when taken as a whole, containcontains any material misstatement of fact or omitomits to state any material fact necessary to make the statements therein,therein (when taken as a whole), in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projections, estimates, budgetsprojected and other forward-looking information (taken as a whole,pro forma financial information, the “Projections), the Borrowers represent and warrant, as of the Closing Date,Borrower represents only that such information was prepared in good faith based upon assumptions believed by the Company to be reasonable at the time of preparation,preparation and delivery; it being recognized by the Administrative Agent and the ​ that # such Projections are not to be viewed as facts andunderstood that actual results during the period or periods covered by anymay vary from such projections may differ significantly from the projected or forecasted resultsforecasts and that such differencesvariances may be material and that such Projections are not a guarantee of financial performance and # no representation is made with respect to information of a general economic or general industry nature.material.

As of the Closing Date, the reports,SECTION #Reports Accurate; Disclosure. All information, Exhibits, financial statements, certificates and other written informationdocuments, books, records or reports furnished or to be furnished by or on behalf of anythe Loan PartyParties to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered by or on behalf or any Loan Party hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) (other than the Projections, estimatesDocument, including without limitation all reports furnished pursuant to [Section 4.04], are true, complete and information of a general economic nature) (taken as a whole, the “Information”) as of the date of this Agreement do not, taken as a whole, contain anyaccurate in all material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projections, estimates, budgets and other forward-looking information (taken as a whole, the “Projections), the Borrowers represent and warrant, as of the Closing Date, only that such information was prepared in good faith based upon assumptions believed by the Company to be reasonable at the time of preparation,respects; it being recognized by the Administrative Agent and the ​Lenders that # such Projectionsthe projections and forecasts provided by Borrower in good faith and based upon reasonable assumptions are not to be viewed as facts and that actual results during the period or periods covered by any such projections and forecasts may differ significantly from the projected or forecasted resultsresults. Neither this Agreement, nor any Loan Document, nor any other written agreement, document, certificate or statement furnished(other than projected financial information, other forward looking information and that such differences may be material and that such Projections are not a guarantee of financial performance and # no representation is made with respect to information of a general economic or general industry nature.nature or information relating to third parties that, for the avoidance of doubt, are not Affiliates) furnished by or on behalf of Borrower to the Administrative Agent or the Lenders in connection with the transactions contemplated hereby (as modified or supplemented by other information so furnished) when taken together with the Borrower’s public filings and as a whole (and after giving effect to all updates, modifications and supplements) contains any untrue statement of material misstatement of fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made. There is no fact known to any Loan Party which materially and adversely affects the Borrower and; provided that with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of the preparation thereof (it being understood that projections are subject to significant and inherent uncertainties and contingencies which may be outside of the Borrower’s control and that no assurance can be given that projections will be realized, and are therefore not to be viewed as fact, and that actual results

AsSECTION # Disclosure. None of the Closing Date, the reports, financial statements, certificates andor other written information furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered by or on behalf or any Loan Party hereunder or under any other Loan Document or delivered hereunder or thereunder (as modified or supplemented by other information so furnished) (other than the Projections, estimates and information of a general economic nature) (taken as a whole, the “Information”) as of the date of this Agreement do not,, taken as a whole, containcontains any material misstatement of fact or omitomits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projections, estimates, budgetsprojected financial information, the foregoing shall be limited to a representation and other forward-looking information (taken as a whole, the “Projections), the Borrowers represent and warrant, as of the Closing Date, onlywarranty that such information was prepared in good faithfaith, subject to the express qualifications set forth in such projections, based upon assumptions believed by the Company to be reasonable at the time of preparation, it being recognized by the Administrative Agent and the ​ that # such Projections are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ significantly from the projected or forecasted results and that such differences may be material and that such Projections are not a guarantee of financial performance and # no representation is made with respect to information of a general economic or general industry nature.time.

AsDisclosure. (a) None of the Closing Date, the reports, financial statements, certificates andor other written information furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered by or on behalf or any Loan Party hereunder or under any other Loan Document or delivered hereunder or thereunder (as modified or supplemented by other information so furnished) (other than the Projections, estimates and information of a general economic nature) (taken as a whole, the “Information”) as of the date of this Agreement do not,, taken as a whole, containcontains any material misstatement of fact or omitomits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projections, estimates, budgetsprojected financial information, the foregoing shall be limited to a representation and other forward-looking information (taken as a whole, the “Projections), the Borrowers represent and warrant, as of the Closing Date, onlywarranty that such information was prepared in good faithfaith, subject to the express qualifications set forth in such projections, based upon assumptions believed by the Company to be reasonable at the time of preparation, it being recognized by the Administrative Agent and the ​ that # such Projections are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ significantly from the projected or forecasted results and that such differences may be material and that such Projections are not a guarantee of financial performance and # no representation is made with respect to information of a general economic or general industry nature.time.

AsSECTION # Disclosure. None of the Closing Date, the reports, financial statements, certificates andor other written information furnished by or on behalf of any Loan Partythe Borrower to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered byfurnished hereunder on or on behalf or any Loan Party hereunder or under any other Loan Documentprior to the Effective Date (as modified or supplemented by all other information so furnished) (other thanfurnished on or prior to the Projections, estimates and information of a general economic nature) (takenEffective Date), when taken as a whole,whole and together with the “Information”)Disclosed Matters, contains as of the date of this Agreement do not, taken as a whole, containEffective Date any material misstatement of fact or omitomits to state anya material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that,that # with respect to projections, estimates, budgets andfinancial projections or other forward-looking information (taken as a whole,information, the “Projections), the Borrowers represent and warrant, as of the Closing Date,Borrower represents only that such information was prepared in good faith based upon assumptions believed by the Companyit to be reasonable at the time of preparation, it being recognized bymade and at the time made available to the Administrative Agent (it being understood that financial projections or other forward-looking information are subject to significant uncertainties and contingencies, many of which are beyond the ​ that # such Projections are not to be viewed as facts andcontrol of the Borrower, that actual results during the period or periods covered by any such projectionsevents may differ significantly from the projected or forecasted results or events and that such differences may be material and that such Projections are not a guarantee of financial performancematerial) and # no representation is made herein with respect to information of a general economic or general industry specific nature.

As of the Closing Date, the reports,Borrower has disclosed to the Administrative Agent and the ​ all matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No report, financial statements, certificates andstatement, certificate or other written information furnished (whether in writing or orally) by or on behalf of any Loan Partythe Borrower to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered by or on behalf or any Loan Party hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) (other than the Projections, estimates and information of a general economic nature) (taken as a whole, the “Information”) as of the date of this Agreement do not, taken as a whole, containcontains any material misstatement of fact or omitomits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projections, estimates, budgets and other forward-looking information (taken as a whole,projected financial information, the “Projections), the Borrowers represent and warrant, as of the Closing Date,Borrower represents only that such information was prepared in good faith based upon assumptions believed by the Company to be reasonable at the time of preparation, it being recognized by the Administrative Agent and the ​ that # such Projections are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ significantly from the projected or forecasted results and that such differences may be material and that such Projections are not a guarantee of financial performance and # no representation is made with respect to information of a general economic or general industry nature.time.

AsSECTION # Accuracy of the Closing Date, the reports, financial statements, certificatesInformation. (a) No written information, exhibit or report (other than projections and other written information of a general economic or industry-specific nature) furnished by the Borrower or on behalf of any Loan PartySubsidiary to the Administrative Agent or any Lender in connection with the transactions contemplated herebynegotiation of this Agreement or delivered hereunder or under any other Loan Document, when taken as a whole, contains any material misstatement of fact or omits to state a material fact necessary to make the statements contained therein not misleading in light of the circumstances under which such statements are made and # all projections furnished by the Borrower or any Subsidiary to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered by or on behalf or any Loan Party hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) (other than the Projections, estimates and information of a general economic nature) (taken as a whole, the “Information”) as of the date of this Agreement do not,Document, when taken as a whole, contain any material misstatement of facthave been or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projections, estimates, budgets and other forward-looking information (taken as a whole, the “Projections), the Borrowers represent and warrant, as of the Closing Date, only that such information waswill be prepared in good faith based upon reasonable assumptions believed by the Company to be reasonable at the time of preparation, it being recognized by the Administrative Agent and the ​ that # such Projections are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ significantly from the projected or forecasted results and that such differences may be material and that such Projections are not a guarantee of financial performance and # no representation is made with respect to information of a general economic or general industry nature.were so furnished.

As. On the Closing Date (in the case of the Closing Date,Lender Presentation) or at the time furnished (in the case of all other reports, financial statements, certificates or other written information), the Lender Presentation and the other reports, financial statements, certificates or other written information furnished (other than the Projections, forecasts and other forward-looking information, budgets, estimates and information of a general economic or industry-specific nature) by or on behalf of any Loan PartyCompany to the Administrativeany Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered by or on behalf or any Loan Party hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) (other than the Projections, estimatesare complete and information of a general economic nature) (taken as a whole, the “Information”) as of the date of this Agreementcorrect in all material respects and do not, taken as a whole,not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projections, estimates, budgets and other forward-looking information (taken as a whole, the “Projections), the Borrowers represent and warrant, as of the Closing Date, only that such information was prepared in good faith based upon assumptions believed by the Company to be reasonable at the time of preparation, it being recognized by the Administrative Agent and the ​ that # such Projections are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ significantly from the projected or forecasted results and that such differences may be material and that such Projections are not a guarantee of financial performance and # no representation is made with respect to information of a general economic or general industry nature.misleading.