No representation or warranty made by any of the Note Parties or any of the Restricted Subsidiaries in this Agreement or in any financial statement, report, certificate or any other document furnished in connection herewith or any other Note Document contains any untrue statement of a material fact or omits to state any fact necessary to make the statements herein or therein as of the Fourth Fifth Amendment Closing Date and when taken as a whole, not misleading in any material respect. There is no fact known to any of the Note Parties or any of the Restricted Subsidiaries or which reasonably should be known to such Note Party or any such Restricted Subsidiary, as applicable, which such Note Party or such Restricted Subsidiary, as applicable, has not disclosed to Agent or the Purchasers in writing with respect to the transactions contemplated by this Agreement and the Note Documents which would reasonably be expected to have a Material Adverse Effect.