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Full Disclosure. The financial statements referred to in [Section 7.6] above, this Agreement, and any written statement furnished by Borrowers to Agent or any Lender (copies of which have been previously delivered), do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein or herein not misleading, in light of the circumstances under which it was made; provided, that with respect to any projections and pro forma financial information contained in the materials referenced above, the Borrowers represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time made in light of the circumstances when made, it being recognized by Agent and 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 covered by such financial information may differ from the projected results as set forth therein by a material amount.

FullSection # Disclosure. TheTo the best of the Borrower’s knowledge, no report, financial statements referred to in [Section 7.6] above, this Agreement, and anystatement, certificate or other written statementinformation furnished by Borrowersor 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 any Agent or any Lender (copiesin connection with the transactions contemplated hereby and the negotiation of which have been previously delivered)this Agreement or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished), do not containwhen taken as a whole, contains any untrue statement of a material fact or omitomits to state aany material fact necessary to make the statements contained therein or herein not misleading,(when taken as a whole), in the light of the circumstances under which it was made; provided, that withthey were made, not materially misleading. With respect to any projectionsprojected financial information and pro forma financial information contained ininformation, the materials referenced above, the Borrowers represent onlyBorrower represents that such information was prepared in good faith based upon assumptions believed to be reasonable at the time made in light of the circumstances when made,preparation; it being recognized by Agent and Lendersunderstood that such financial information as it relates to future events is not to be viewed as factprojections may vary from actual results and that actual results during the period covered by such financial informationvariances may differ from the projected results as set forth therein by a material amount. be material.

Full Disclosure. The financial statements referred to in [Section 7.6] above, this Agreement, and5.4] do not, nor do any other written statementstatements furnished by Borrowersthe Borrower to the Agent or any Lender (copiesthe [[Organization A:Organization]] in connection with the negotiation of which have been previously delivered), do notthe Loan Documents taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein or herein not misleading,therein, in light of the circumstances underin which it was made; provided, that with respect to any projections and pro forma financial information contained in the materials referenced above, the Borrowers represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time made in lightthey were made, not misleading as of the circumstances when made, it being recognized by Agent and 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 covered by such financial information may differ from the projected results as set forth therein by a material amount. dates thereof.

Full Disclosure. The financial statements referred to in [Section 7.6] above, this Agreement, and5.4] do not, nor do any other written statementstatements furnished by Borrowersthe Company to the Agent or any Lender (copiesthe in connection with the negotiation of which have been previously delivered), do notthe Loan Documents taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein or herein not misleading,therein, in light of the circumstances underin which it was made; provided, that with respect to any projections and pro forma financial information contained in the materials referenced above, the Borrowers represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time made in lightthey were made, not misleading as of the circumstances when made, it being recognized by Agent and 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 covered by such financial information may differ from the projected results as set forth therein by a material amount. dates thereof.

FullSection # True and Complete Disclosure. The financial statements referred to in [Section 7.6] above, this Agreement, and any written statementAll factual information (taken as a whole) furnished by Borrowersor on behalf of the Borrower or any of its Subsidiaries in writing to the Administrative Agent or any Lender (copiesin connection with this Agreement, other than the Financial Projections (as to which representations are made only as provided in [Section 5.07(b)]), is true and accurate in all material respects on the date as of which have been previously delivered), dosuch information is dated or certified and not contain any untrue statement of a material fact or omitincomplete by omitting to state aany material fact necessary to make the statements contained therein or hereinsuch information (taken as a whole) not misleading,misleading at such time in light of the circumstances under which it was made; provided, that with respect to any projections and pro forma financial information contained in the materials referenced above, the Borrowers represent only that such information was provided, except that any such future information consisting of financial projections prepared inby the Borrower or any of its Subsidiaries is only represented herein as being based on good faith based uponestimates and assumptions believed by such persons to be reasonable at the time made in light of the circumstances when made, it being recognized by Agent andthe Lenders that such financial informationprojections as it relates to future events isare not to be viewed as factfacts and that actual results during the period or periods covered by any such financial informationprojections may differ materially from the projected results as set forth therein by a material amount. results.

Full Disclosure. TheTo the best of the Borrower’s knowledge, no report, financial statements referred to in [Section 7.6] above, this Agreement, and anystatement, certificate or other written statementinformation furnished by Borrowersor 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 any Agent or any Lender (copiesin connection with the transactions contemplated hereby and the negotiation of which have been previously delivered)this Agreement or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished), do not containwhen taken as a whole, contains any untrue statement of a material fact or omitomits to state aany material fact necessary to make the statements contained therein or herein not misleading,(when taken as a whole), in the light of the circumstances under which it was made; provided, that withthey were made, not materially misleading. With respect to any projectionsprojected financial information and pro forma financial information contained ininformation, the materials referenced above, the Borrowers represent onlyBorrower represents that such information was prepared in good faith based upon assumptions believed to be reasonable at the time made in light of the circumstances when made,preparation; it being recognized by Agent and Lendersunderstood that such financial information as it relates to future events is not to be viewed as factprojections may vary from actual results and that actual results during the period covered by such financial informationvariances may differ from the projected results as set forth therein by a material amount. be material.

Full Disclosure. The financial statements referred to in [Section 7.6] above, this Agreement, andSection 5.4 do not, nor do any other written statementstatements furnished by Borrowersthe Company to the Agent or any Lender (copies[[Organization B:Organization]] in connection with the negotiation of which have been previously delivered), do notthe Loan Documents taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein or herein not misleading,therein, in light of the circumstances underin which it was made; provided, that with respect to any projections and pro forma financial information contained in the materials referenced above, the Borrowers represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time made in lightthey were made, not misleading as of the circumstances when made, it being recognized by Agent and 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 covered by such financial information may differ from the projected results as set forth therein by a material amount. dates thereof.

FullSection # Disclosure. TheAs of the Closing Date, no report, financial statements referred to in [Section 7.6] above, this Agreement, and anystatement, certificate or other written statementinformation furnished by Borrowersor 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 any Agent or any Lender (copiesin connection with the transactions contemplated hereby and the negotiation of which have been previously delivered)this Agreement or delivered hereunder or any other Loan Document (as modified or supplemented by other information so furnished), do not containwhen taken as a whole, contains any untrue statementmaterial misstatement of a material fact or omitomits to state aany material fact necessary to make the statements contained therein or herein not misleading,(when taken as a whole), in the light of the circumstances under which it was made; provided, thatthey were made, not materially misleading; provided that, with respect to any projectionsprojected and pro forma financial information contained ininformation, the materials referenced above, the Borrowers representBorrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time made in light of the circumstances when made,preparation and delivery; it being recognized by Agent and Lenders that such financial information as it relates to future events is not to be viewed as fact andunderstood that actual results during the period covered bymay vary from such financial informationforecasts and that such variances may differ from the projected results as set forth therein by a material amount. be material.

Section # Full Disclosure. The financial statements referred to in [Section 7.6] above, this Agreement, andSection 5.4 do not, nor do any other written statementstatements furnished by Borrowersthe Company to the Agent or any Lender (copies[[Organization B:Organization]] in connection with the negotiation of which have been previously delivered), do notthe Loan Documents taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein or herein not misleading,therein, in light of the circumstances underin which it was made; provided, that with respect to any projections and pro forma financial information contained in the materials referenced above, the Borrowers represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time made in lightthey were made, not misleading as of the circumstances when made, it being recognized by Agent and 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 covered by such financial information may differ from the projected results as set forth therein by a material amount. dates thereof.

FullSECTION # Disclosure. The written reports, financial statements referredstatements, certificates and the other written information furnished in writing by or on behalf of the Borrower or any Subsidiary to in [Section 7.6] above, this Agreement, andthe Administrative Agent, any written statement furnished by Borrowers to AgentArranger or any Lender (copiesin connection with the negotiation of which have been previously delivered)this Agreement or any other Loan Document, or included herein or therein or furnished hereunder or thereunder (as modified or supplemented by other information so furnished), when taken as a whole together with any reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, as the case may be, do not contain any untrue statementmaterial misstatement of a material fact or omit to state aany material fact necessary to make the statements contained therein or herein not misleading,therein, in the light of the circumstances under which it was made; provided, thatthey were, are or will be made, not materially misleading (after giving effect to all supplements and updates thereto theretofore made); provided that, with respect to any projections and pro formaforecasts or projected financial information contained ininformation, the materials referenced above, the Borrowers representBorrower represents only that such information was prepared in good faith based upon assumptions believed by it to be reasonable at the time made in lightand at the time so furnished and, if furnished prior to the Effective Date, as of the circumstances when made, itEffective Date (it being recognized by Agent and Lendersunderstood that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period covered by such financial information may differ from the projected results as set forth therein by a material amount.

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