Common use of Disclosure; Projections Clause in Contracts

Disclosure; Projections. (a) The Borrower has delivered to each Lender a copy of the Bank Book. The Bank Book, together with the other documents, certificates and other writings delivered to the Administrative Agent and the Lenders by or on behalf of the Borrower or any Guarantor specifically for use in connection with the transactions contemplated hereby, fairly describes, in all material respects, the general nature of the business of the Borrower and its Subsidiaries, the transactions contemplated by the Financing Documents and the principal assets of the Borrower and its Subsidiaries. None of this Agreement, the Bank Book, the documents, certificates or other writings delivered to or the Administrative Agent or any Lender by or on behalf of the Borrower or any Guarantor in connection with the transactions contemplated hereby, taken as a whole, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made (other than any information that was corrected or updated in writing by the Borrower to the Administrative Agent and the Lenders prior to the Closing Date). (b) The Projections are based on good faith estimates and assumptions believed by management of the Borrower to be reasonable as of the date of the Projections, and there are no statements or conclusions in any of the Projections which are based upon or include information known to the Borrower to be misleading in any material respect or which fail to take into account material information regarding the matters reported therein. The Borrower believes that the Projections are reasonable on the Closing Date, it being acknowledged and agreed by the Administrative Agent and the Lenders, however, that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by the Projections may differ from the projected results and such differences may be material. (c) Except as expressly set forth in this Section 4.13, neither the Borrower nor any Guarantor makes any representation with respect to any information, projections, forecasts, statements of opinion, expectations or beliefs of any party contained in the Bank Book or delivered in connection with the transactions contemplated under this Agreement.

Disclosure; Projections. (a) The Borrower has delivered to each Lender a copy As of the Bank Book. The Bank BookClosing Date, together with the other documents, certificates and other writings delivered no written information or documentation furnished to the Administrative Agent and the Lenders by or on behalf of the Borrower or any Guarantor specifically for use in connection with the transactions contemplated herebyLead Arranger, fairly describes, in all material respects, the general nature of the business of the Borrower and its Subsidiaries, the transactions contemplated by the Financing Documents and the principal assets of the Borrower and its Subsidiaries. None of this Agreement, the Bank Book, the documents, certificates or other writings delivered to or the Administrative Agent or any Lender by other Secured Party or on behalf of to any consultant submitting a report to the Borrower Lead Arranger, the Administrative Agent or any Guarantor in connection with other Secured Party contained (at the transactions contemplated hereby, taken as a whole, contain time of delivery thereof) any untrue statement of a material fact or omit omitted (at the time of delivery thereof) to state any a material fact necessary in order to make the statements contained herein or therein not misleading in light of under the circumstances under in which they were made at the time such statements were made (other than (i) the Projections, (ii) the Initial Operating Budget, (iii) any information that was corrected or updated in writing by the Borrower to the Administrative Agent and the Lenders prior to the Closing Date, and (iv) any information which was provided by the Borrower to any of the Lenders' consultants prior to the Closing Date and which contains "forward looking statements" (collectively, the "Projections Data")). (b) The Borrower has prepared the Initial Operating Budget and the Projections Data and is responsible for developing the assumptions on which such Operating Budget and the Projections Data are based. As of the Closing Date, the Initial Operating Budget and the Projections Data are based on good faith estimates and assumptions believed by management of the Borrower to be reasonable as of the date of the Projections, and there are no statements Initial Operating Budget or conclusions in any of the Projections which are based upon or include information known to the Borrower to be misleading in any material respect or which fail to take into account material information regarding the matters reported therein. The Borrower believes that the Projections are reasonable on the Closing Date, Data (as applicable); it being acknowledged and agreed by the Administrative Agent and the Lenders, however, that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by the Initial Operating Budget or the Projections may differ from Data (as applicable) are subject to significant uncertainties and contingencies, many of which are beyond the projected results control of the Borrower, and such differences may that no assurance can be materialgiven that any of them will turn out to be accurate or correct. (c) Except as expressly set forth in this Section 4.13, neither the Borrower nor any Guarantor makes any representation with respect to any information, projections, forecasts, statements of opinion, expectations or beliefs of any party contained in the Bank Book or delivered in connection with the transactions contemplated under this Agreement.

Disclosure; Projections. (a) The As of the Closing Date, the Borrower has delivered to each Lender a copy of the Bank Book. The As of the Closing Date, the Bank Book, together with the other documents, certificates and other writings delivered to the Administrative Agent and the Lenders by or on behalf of the Borrower or any Guarantor specifically for use in connection with the transactions contemplated hereby, fairly describes, in all material respects, the general nature of the business of the Borrower and its Subsidiaries, the transactions contemplated by the Financing Documents and the principal assets of the Borrower and its Subsidiaries. None As of the Closing Date, none of this Agreement, the Bank Book, the documents, certificates or other writings delivered to or the Administrative Agent or any Lender by or on behalf of the Borrower or any Guarantor in connection with the transactions contemplated hereby, taken as a whole, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made (other than any information that was corrected or updated in writing by the Borrower to the Administrative Agent and the Lenders prior to the Closing Date). (b) The As of the Closing Date, the Projections are based on good faith estimates and assumptions believed by management of the Borrower to be reasonable as of the date of the Projections, and there are no statements or conclusions in any of the Projections which are based upon or include information known to the Borrower to be misleading in any material respect or which fail to take into account material information regarding the matters reported therein. The As of the Closing Date, the Borrower believes that the Projections are reasonable on the Closing Datereasonable, it being acknowledged and agreed by the Administrative Agent and the Lenders, however, that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by the Projections may differ from the projected results and such differences may be material. (c) Except as expressly set forth in this Section 4.13, neither the Borrower nor any Guarantor makes any representation with respect to any information, projections, forecasts, statements of opinion, expectations or beliefs of any party contained in the Bank Book or delivered in connection with the transactions contemplated under this Agreement.

Disclosure; Projections. (a) The Borrower has Issuer Parties, through the Placement Agent, have delivered to each Lender Purchaser a copy of a Confidential Private Placement Memorandum, dated August 2016 (the Bank Book. The Bank Book“Memorandum”), together with the other documents, certificates and other writings delivered relating to the Administrative Agent and the Lenders by or on behalf of the Borrower or any Guarantor specifically for use in connection with the transactions contemplated hereby, . The Memorandum fairly describes, in all material respects, the general nature of the business and principal properties of the Borrower and its Subsidiaries, the transactions contemplated by the Financing Documents and the principal assets of the Borrower and its SubsidiariesIssuer Parties. None of this This Agreement, the Bank BookMemorandum, the financial statements listed in Schedule 5.6 and the documents, certificates or other writings delivered or made available to or the Administrative Agent Purchasers by the Company or any Lender by or on behalf of the Borrower Company’s Affiliates or any Guarantor of their respective representatives prior to September 30, 2016 in connection with the transactions contemplated herebyhereby and identified in Schedule 5.3 (this Agreement, the Memorandum and such documents, certificates or other writings and such financial statements delivered to each Purchaser being referred to, collectively, as the “Disclosure Documents”; provided that, projections (including the Base Case Model, the Construction Budget, the Project Schedule, the Annual Operating Budget and other projections, estimates, opinions, evaluations, forecasts or other forward looking statements shall not be considered Disclosure Documents), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made (other than made. Except as disclosed in the Disclosure Documents, since March 30, 2016, there has been no change in the financial condition, operations, business or properties of any information Issuer Party except changes that was corrected could not, individually or updated in writing by the Borrower aggregate, reasonably be expected to have a Material Adverse Effect. There is no fact known to any Issuer Party that could reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Administrative Agent and the Lenders prior to the Closing Date)Disclosure Documents. (b) The Projections are based on good faith estimates Base Case Model, the Construction Budget, the Project Schedule, the ROW Schedule and assumptions believed by management of the Borrower to be reasonable as of the date of the Projections, and there are no statements or conclusions in any of the Projections which are based upon or include information known to the Borrower to be misleading in any material respect or which fail to take into account material information regarding the matters reported therein. The Borrower believes that the Projections are reasonable on the Closing Date, it being acknowledged and agreed by the Administrative Agent and the Lenders, however, that other projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by the Projections may differ from the projected results and such differences may be material. (c) Except as expressly set forth in this Section 4.13, neither the Borrower nor any Guarantor makes any representation with respect to any information, projections, forecasts, statements of opinion, expectations or beliefs of any party contained in the Bank Book or delivered provided in connection with the transactions contemplated under by this AgreementAgreement that have been made available to any Purchaser in connection with the Note Documents by the Company or any of the Company’s representatives have been prepared in good faith based upon assumptions believed by the Company to be reasonable at the time of such preparation (it being understood that the Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Issuer Parties, and the Company makes no representation or warranty as to the attainability of the projections or as to whether the projections, the Base Case model, the Construction Budget or the Project Schedule will be achieved).