The Borrower has disclosed to the Lender (and has provided the Lender with copies of) all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries or any other Loan Party is subject, and all other matters known to it (including all material information provided to the Loan Parties on or before the Closing Date by Seller or its affiliates pursuant to the Stock Purchase Agreement), that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Loan Party to the Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, each Loan Party represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time; provided, further, such factual information shall not include any pro forma financial information or information of a general economic or general industry nature or any information regarding SJCC or SJTC, their financial condition or businesses, it being understood that all information that the Borrower has furnished to the Administrative Agent or Lender regarding SJCC and SJTC, their financial condition or businesses is information that the Borrower has received from the parties to the Stock Purchase Agreement, SJCC or SJTC or their representatives.