SECTION # Disclaimer Regarding Projections. Buyer may be in possession of certain projections and other forecasts regarding Seller, the Acquired Assets, the Assumed Liabilities and the Facility, including projected financial statements, cash flow items and other data of Seller and the Facility and certain business plan information of Seller and the Facility. Buyer acknowledges that there are substantial uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly are not relying on them, that Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and Buyer shall not have any claim against anyone with respect thereto. Accordingly, Buyer acknowledges that, without limiting the generality of [Section 4.10], neither Seller nor any of its Affiliates, Representatives, agents or advisors has made any representation or warranty with respect to such projections and other forecasts and plans.

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 materially misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable on the date of such projections (it being understood and agreed that forecasts, estimates and projections as to future events are not to be viewed as facts or guaranties of future performance, that actual results during the period or periods covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such representations, forecasts, estimates or projections will in fact be realized).

"Projections" means Parent's forecasted # balance sheets, # profit and loss statements, and # cash flow statements, all prepared on a basis consistent with Parent's historical financial statements, together with appropriate supporting details and a statement of underlying assumptions.

This Memorandum contains forward-looking statements concerning the Company’s and management’s plans, intentions, strategies, expectations, predictions, financial projections and beliefs concerning the Company’s future activities and results of operations and other future events and conditions. Actual results, events or conditions could differ materially from those projected by the Company due to a variety of factors, some of which are beyond the control of the Company. See “Forward-Looking Statements” and “Risk Factors — Projections.”

receipt by Lender of such financial information, projections, budgets, business plans, cash flows and such other information as Lender may reasonably request, and Lender must be reasonably satisfied that such information fairly presents the business and financial condition of Borrower and does not contain material misstatements or omissions of material facts.

The Borrower has heretofore delivered to the Agents and the ​ the forecasts of financial performance of the Borrower and its Subsidiaries for various periods ending ​ through to the fiscal year ended ​ (the “Projections”) and the assumptions upon which the Projections are based. The Projections have been prepared in good faith by the Loan Parties and based upon # the assumptions stated therein (which assumptions are believed by the Loan Parties to be reasonable at the time of delivery thereof and on the Closing Date), # accounting principles consistent with the Historical Audited Financial Statements delivered pursuant to ‎[Section 3.04(a)] and management’s historical adjustments thereto, in each case consistently applied throughout the fiscal years covered thereby, and # the information reasonably available to, or in the possession or control of, the Loan Parties as of the date of delivery thereof and on the Closing Date (it being recognized by the Agents and the ​ that # the Projections are not to be viewed as facts or a guarantee of performance and are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and # no assurance can be given that any particular financial projection will be realized, and that actual results during the period or periods covered by the Projections may differ from the projected results, and such differences may be material).

“Projections” means Borrowers’ forecasted # balance sheets, # profit and loss statements, # cash flow statements, and # Excess Availability, all prepared on a basis consistent with Borrowers’ historical financial statements, together with appropriate supporting details and a statement of underlying assumptions.

We use these parameters only for the purposes stated above. You should not draw any inference whatsoever from these parameters about our future financial performance. You should not take these parameters as projections or guidance of any kind.

Financial Covenants. Failure by any Borrower or any Guarantor to comply with any financial covenant set forth in [Section 8.4];

Financial Statements. Deliver to the Administrative Agent, who will deliver the same to each Lender, in form and detail reasonably satisfactory to the Administrative Agent: