No representation or warranty made by any Loan Party in this Agreement, the SNI Acquisition Agreement, or in any financial statement, report, certificate or any other document furnished to any Agent or any Lender in connection herewith or therewith, taken as a whole, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements herein or therein in light of the circumstances under which they were made, not misleading in any material respect as of the date such representation or warranty was made; provided that, with respect to financial estimates, projected financial information and other forward-looking information, Borrowers represent only that such information was prepared in good faith based upon assumptions believed by Borrowers to be reasonable at the time of preparation, it being understood that (i) such financial statements, projected financial information and forward-looking statements are not to be viewed as facts, that actual results during the period or periods covered thereby may differ from the projected results (and that such differences may be material) and (ii) no representation or warranty is made with respect to information of a general economic or industry-specific nature. There is no fact known to any Loan Party or which reasonably should be known to such Loan Party which such Loan Party has not disclosed to Agents in writing with respect to the Transactions which could reasonably be expected to have a Material Adverse Effect.