Untrue or Omitted Facts. No representation, warranty or statement by the Company in this Agreement contains any untrue statement of a material fact or omits or will omit to state a fact necessary in order to make such representations, warranties or statements not materially misleading.

No Untrue Statements. No statement by the Company contained in this Agreement, any Schedule to this Agreement, any other document or certificate delivered pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary in order to make the statements therein contained not misleading.

There is no action, suit, proceeding, or arbitration (irrespective of whether purportedly on behalf of any Loan Party) at law or in equity, or before or by any federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign, pending or, to the actual knowledge of Borrower, threatened in writing against or affecting any Loan Party, that could reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole, or could reasonably be expected to materially and adversely affect such Person’s ability to perform its obligations under the Loan Documents to which it is a party (including Borrower’s ability to repay any or all of the Loans when due);

Newly Discovered Facts. The Parties hereby acknowledge that they may hereafter discover facts different from or in addition to those that they now know or believed to be true when they expressly agreed to assume the risk of the possible discovery of additional facts, and they agree that this Agreement will be and remain effective regardless of such additional or different facts. The Parties expressly agree that this Agreement shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown or unsuspected claims, demands, causes of action, governmental, regulatory or enforcement actions, charges, obligations, damages,

The Debtors have disclosed all material facts regarding the Plan, including with respect to consummation of the the New Term Loan Agreement and the Reorganized Holdco Organizational Documents, and the fact that each applicable Debtor will emerge from its chapter 11 case as a validly existing limited liability company, partnership, or other form, as applicable, with separate assets, liabilities, and obligations.

For Swing Advances, the Borrower shall give the Administrative Agent notice in the form of a Notice of Borrowing prior to ​ (Eastern time) on the Business Day of the Swing Advance, specifying # the aggregate amount of such Advance, # that it shall be a Swing Advance. All Swing Advances will be deemed to be an ABR Advance. Unless the Administrative Agent determines that any applicable condition specified in [Article III] has not been satisfied, the Swingline Lender will make available to the Borrower the amount of any such Swing Advance.

There are no existing or closed sanitary waste landfills, or hazardous waste treatment, storage or disposal facilities on the Unencumbered Properties except where such existence would not reasonably be expected to have a Material Adverse Effect.

Omitted Services. If, after the execution of this Services Agreement and prior to the date that is two months from the date hereof, the Parties determine that a service provided by or to the ​ Business as conducted by ​ or its Subsidiaries prior to the Separation was inadvertently omitted from the Schedules to this Services Agreement (an “Omitted Service”), then the Parties shall negotiate in good faith to agree to the terms and conditions upon which such services would be added to this Services Agreement, it being agreed that the charges for such services should be determined on a basis consistent with the methodology for determining the initial prices provided for herein (i.e., sufficient to cover a Provider’s reasonable estimate of its actual costs and, if applicable, consistent with the prices such Provider would charge to an Affiliate), in each case without taking into account any profit margin or projected savings from increased efficiency; provided, however, no Party or Provider shall be required to provide any Omitted Service pursuant to this [Section 2.3] if # it does not, in its reasonable judgment, have adequate resources to provide such Omitted Service, # the provision of such Omitted Service would significantly disrupt the operation of its business or # the Parties are unable to reach agreement on the terms and conditions applicable to such Omitted Service.

“Direct Expenses” shall mean “Operating Expenses,” as that term is defined in [Section 4.2.4] below, and “Tax Expenses,” as that term is defined in [Section 4.2.5.1] below.

After notice is given to Subtenant by Landlord that an Event of Default has occurred under the Prime Lease and that the rentals under the Sublease should be paid to Landlord pursuant to the terms of the Prime Lease, Subtenant shall thereafter pay to Landlord or as directed by the Landlord, all rentals and all other monies due or to become due to Sublandlord under the Sublease and Sublandlord hereby expressly authorizes Subtenant to make such payments to Landlord and hereby releases and discharges Subtenant from any liability to Sublandlord on account of any such payments. Sublandlord hereby agrees that any such payments made by Subtenant directly to Landlord shall be credited against any amounts due and payable by Subtenant to Sublandlord under the Sublease and against any amounts due and payable by Sublandlord to Landlord under the Prime Lease.