Common use of Complete Disclosure Clause in Contracts

Complete Disclosure. All factual information (taken as a whole) furnished by or on behalf of Loan Parties or their Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement, the other Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of Loan Parties or their Subsidiaries in writing to Agent or any Lender will be, true and accurate in all material respects on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On the Closing Date, the Closing Date Projections represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent Loan Parties' good faith estimate of their and their Subsidiaries' future performance for the periods covered thereby based upon assumptions believed by Loan Parties to be reasonable at the time of the delivery thereof to Agent (it being understood that such projections and forecasts are subject to uncertainties and contingencies, many of which are beyond the control of Loan Parties and their Subsidiaries and no assurances can be given that such projections or forecasts will be realized). Notwithstanding the foregoing, no representation and warranty is made with respect to, and no reliance should be given to, any financial statements of Parent filed prior to the date hereof that were restated by the financial statements contained in Parent's Annual Report on Form 10-K with respect to its fiscal year ended October 31, 2006 and in the Parent's Quarterly Report on Form 10-Q with respect to its first quarter ended on January 31, 2007, without giving effect to such restatement. None of Parent's Subsidiaries is currently required to file any forms, reports or other documents with the SEC.

Complete Disclosure. All factual information (taken as a whole) furnished by or on behalf of a Loan Parties Party or their its Subsidiaries in writing to Administrative Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement, the other Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of a Loan Parties Party or their its Subsidiaries in writing to Administrative Agent or any Lender will be, true and accurate accurate, in all material respects respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On the Closing Date, The Projections that were most recently delivered to Administrative Agent (and were accepted by Administrative Agent) prior to the Closing Date Projections represent, and represent Borrower’s good faith estimate as of the date on which any other Projections are delivered to Agent, such additional Projections represent Closing Date of the Loan Parties' good faith estimate of their ’ and their Subsidiaries' Subsidiaries future performance for the periods covered thereby based upon assumptions believed by Borrower to be reasonable as of the Closing Date (it being understood that such Projections are subject to uncertainties and contingencies which are beyond the control of the Loan Parties and their Subsidiaries, and no assurances can be given that such Projections will be realized). As of the date on which any other Projections are delivered to Administrative Agent, such additional Projections represent Borrower’s good faith estimate of the Loan Parties’ and their Subsidiaries future performance for the periods covered thereby based upon assumptions believed by Borrower to be reasonable at the time of the delivery thereof to Administrative Agent (it being understood that such projections and forecasts Projections are subject to uncertainties and contingencies, many of contingencies which are beyond the control of the Loan Parties and their Subsidiaries Subsidiaries, and no assurances can be given that such projections or forecasts Projections will be realized). Notwithstanding the foregoing, no representation and warranty is made with respect to, and no reliance should be given to, any financial statements of Parent filed prior to the date hereof that were restated by the financial statements contained in Parent's Annual Report on Form 10-K with respect to its fiscal year ended October 31, 2006 and in the Parent's Quarterly Report on Form 10-Q with respect to its first quarter ended on January 31, 2007, without giving effect to such restatement. None of Parent's Subsidiaries is currently required to file any forms, reports or other documents with the SEC.

Complete Disclosure. All written factual information (taken as a wholewhole (other than materials marked as drafts and forward-looking information and projections and information of a general economic nature and general information about Borrower’s industry) furnished by or on behalf of Loan Parties a Credit Party or their its Subsidiaries in writing to the Administrative Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Credit Documents) for purposes of or in connection with this Agreement, Agreement or the other Loan Credit Documents, or any transaction contemplated herein or therein is, and all other such written factual information (taken as a wholewhole (other than materials marked as drafts and forward-looking information and projections and information of a general economic nature and general information about Borrower’s industry) hereafter furnished by or on behalf of Loan Parties a Credit Party or their its Subsidiaries for purposes of or pursuant to the terms of this Agreement or the other Credit Documents in writing to the Administrative Agent or any Lender will be, true and accurate accurate, in all material respects respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On The Projections delivered to the Closing DateAdministrative Agent on August 20, the Closing Date Projections 2020 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent Loan Parties' represent, on a consolidated basis, Borrower’s good faith estimate estimate, on the date such Projections are delivered, of their the Credit Parties’ and their Subsidiaries' ’ future performance for the periods covered thereby based upon assumptions believed by Loan Parties the Borrower to be reasonable at the time of the delivery thereof to the Administrative Agent (it being understood that such projections and forecasts Projections are subject to uncertainties and contingencies, many of which are beyond the control of Loan the Credit Parties and their Subsidiaries and Subsidiaries, that no assurances can be given that such projections or forecasts Projections will be realized, and that actual results may differ in a material manner from such Projections). Notwithstanding As of the foregoingClosing Date, no representation and warranty is made with respect to, and no reliance should be given to, any financial statements all of Parent filed prior to the date hereof that were restated by the financial statements contained in Parent's Annual Report on Form 10-K with respect to its fiscal year ended October 31, 2006 and information included in the Parent's Quarterly Report on Form 10-Q with respect to its first quarter ended on January 31, 2007, without giving effect to such restatement. None of Parent's Subsidiaries Beneficial Ownership Certification is currently required to file any forms, reports or other documents with the SECtrue and correct in all material respects.

Complete Disclosure. All factual information (taken as a wholewhole (other than forward-looking information and projections and information of a general economic nature and general information about the industry of any Loan Party or its Subsidiaries) furnished by or on behalf of a Loan Parties Party or their its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan DocumentsDocuments or Parent’s Exchange Act filings) for purposes of or in connection with this Agreement, Agreement or the other Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a wholewhole (other than forward-looking information and projections and information of a general economic nature and general information about the industry of any Loan Party or its Subsidiaries) hereafter furnished by or on behalf of a Loan Parties Party or their its Subsidiaries in writing to Agent or any Lender will be, true and accurate accurate, in all material respects respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On the Closing DateThe Projections delivered to Agent on November 13, the Closing Date Projections 2019 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent represent, Borrowers’ good faith estimate, on the date such Projections are delivered, of the Loan Parties' good faith estimate of their ’ and their Subsidiaries' ’ future performance for the periods covered thereby based upon assumptions believed by Loan Parties Borrowers to be reasonable at the time of the delivery thereof to Agent (it being understood that such projections and forecasts Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Subsidiaries Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ good faith estimate, projections or forecasts will based on methods and assumptions which Borrowers believed to be realizedreasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). Notwithstanding As of the foregoingClosing Date, no representation and warranty is made with respect to, and no reliance should be given to, any financial statements of Parent filed prior to the date hereof that were restated by the financial statements contained in Parent's Annual Report on Form 10-K with respect to its fiscal year ended October 31, 2006 and information included in the Parent's Quarterly Report on Form 10-Q with respect to its first quarter ended on January 31, 2007, without giving effect to such restatement. None of Parent's Subsidiaries Beneficial Ownership Certification is currently required to file any forms, reports or other documents with the SECtrue and correct in all respects.

Complete Disclosure. All factual information (taken as a wholewhole (other than forward-looking information and projections and information of a general economic nature and general information about Borrowers’ industry) furnished by or on behalf of a Loan Parties Party or their its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement, Agreement or the other Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a wholewhole (other than forward-looking information and projections and information of a general economic nature and general information about Borrowers’ industry) hereafter furnished by or on behalf of a Loan Parties Party or their its Subsidiaries in writing to Agent or any Lender will be, true and accurate accurate, in all material respects respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On the Closing DateThe Projections delivered to Agent on April 24, the Closing Date Projections 2016 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent represent, Borrowers’ good faith estimate, on the date such Projections are delivered, of the Loan Parties' good faith estimate of their ’ and their Subsidiaries' ’ future performance for the periods covered thereby based upon assumptions believed by Loan Parties Borrowers to be reasonable at the time of the delivery thereof to Agent (it being understood that such projections and forecasts Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Subsidiaries Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ good faith estimate, projections or forecasts will based on methods and assumptions which Borrowers believed to be realized). Notwithstanding reasonable at the foregoingtime such Projections were prepared, no representation and warranty is made with respect toare not to be viewed as facts, and no reliance should be given to, any financial statements of Parent filed prior to that actual results during the date hereof that were restated period or periods covered by the financial statements contained in Parent's Annual Report on Form 10-K with respect to its fiscal year ended October 31, 2006 and in the Parent's Quarterly Report on Form 10-Q with respect to its first quarter ended on January 31, 2007, without giving effect to such restatement. None of Parent's Subsidiaries is currently required to file any forms, reports Projections may differ materially from projected or other documents with the SECestimated results).

Complete Disclosure. All factual information (taken as a wholewhole (other than forward-looking information and projections and information of a general economic nature and general information about Borrowers’ industry) furnished by or on behalf of a Loan Parties Party or their its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement, Agreement or the other Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a wholewhole (other than forward-looking information and projections and information of a general economic nature and general information about Borrowers’ industry) hereafter furnished by or on behalf of a Loan Parties Party or their its Subsidiaries in writing to Agent or any Lender will be, true and accurate accurate, in all material respects respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On the Closing DateThe Projections delivered to Agent on August 22, the Closing Date Projections 2023 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent represent, Borrowers’ good faith estimate, on the date such Projections are delivered, of the Loan Parties' good faith estimate of their ’ and their Subsidiaries' ’ future performance for the periods covered thereby based upon assumptions believed by Loan Parties Borrowers to be reasonable at the time of the delivery thereof to Agent (it being understood that such projections and forecasts Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Subsidiaries Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ good faith estimate, projections or forecasts will based on methods and assumptions which Borrowers believed to be realizedreasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). Notwithstanding As of the foregoingClosing Date, no representation and warranty is made with respect to, and no reliance should be given to, any financial statements of Parent filed prior to the date hereof that were restated by the financial statements contained in Parent's Annual Report on Form 10-K with respect to its fiscal year ended October 31, 2006 and information included in the Parent's Quarterly Report on Form 10-Q with respect to its first quarter ended on January 31, 2007, without giving effect to such restatement. None of Parent's Subsidiaries Beneficial Ownership Certification is currently required to file any forms, reports or other documents with the SECtrue and correct in all respects.

Complete Disclosure. All material factual information (taken as other than forward-looking information and projections and information of a wholegeneral economic nature and general information about the industry of any Loan Party or any of its Subsidiaries) furnished by or on behalf of a Loan Parties Party or their its Subsidiaries in writing to Administrative Agent and the BXC Representative or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement, Agreement or the other Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a wholewhole (other than forward-looking information and projections and information of a general economic nature and general information about the industry of any Loan Party or any of its Subsidiaries) hereafter furnished by or on behalf of a Loan Parties Party or their its Subsidiaries in writing to Agent Administrative Agent, the BXC Representative or any Lender will be, true and accurate accurate, in all material respects respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any material fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On The Projections delivered to the Closing DateBXC Representative on April 20, the Closing Date Projections 2021 represent, and as of the date on which any other Projections are delivered to Agentthe Administrative Agent and the BXC Representative, such additional Projections represent represent, Xxxxxxxx’s good faith estimate, on the date such Projections are delivered, of the Loan Parties' good faith estimate of their ’ and their Subsidiaries' ’ future performance for the periods covered thereby based upon assumptions believed by Loan Parties Borrower to be reasonable at the time of the delivery thereof to the Administrative Agent and the BXC Representative (it being understood that such projections and forecasts Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Subsidiaries Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Xxxxxxxx’s good faith estimate, projections or forecasts will based on methods and assumptions which Borrower believed to be realizedreasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). Notwithstanding As of the foregoingClosing Date, no representation and warranty is made with respect to, and no reliance should be given to, any financial statements of Parent filed prior to the date hereof that were restated by the financial statements contained in Parent's Annual Report on Form 10-K with respect to its fiscal year ended October 31, 2006 and information included in the Parent's Quarterly Report on Form 10-Q with respect to its first quarter ended on January 31, 2007, without giving effect to such restatement. None of Parent's Subsidiaries Beneficial Ownership Certification is currently required to file any forms, reports or other documents with the SECtrue and correct in all respects.

Complete Disclosure. All factual information (taken as a wholewhole (other than forward-looking information, pro formas and projections and information of a general economic nature and general information about Borrower’s industry) furnished by or on behalf of a Loan Parties Party or their its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement, Agreement or the other Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a wholewhole (other than forward-looking information, pro formas and projections and information of a general economic nature and general information about Borrower’s industry) hereafter furnished by or on behalf of a Loan Parties Party or their its Subsidiaries in writing to Agent or any Lender will be, true and accurate accurate, in all material respects respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any material fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On The Projections delivered to Agent on February 6, 2014 are, as of the Closing Date, and any other Projections, pro formas and other forward-looking information related to the Closing Date Projections representLoan Parties delivered to Agent shall be, and as of the date on which any other Projections are delivered to Agentof delivery thereof, such additional Projections represent Loan Parties' Borrower’s good faith estimate of their the Loan Parties’ and their Subsidiaries' ’ future performance for the periods covered thereby and based upon assumptions believed by Loan Parties Borrower to be reasonable at the time of the delivery thereof to Agent (it being understood that such projections Projections, pro formas and forecasts forward looking information are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Subsidiaries Subsidiaries, and no assurances can be given that such Projections, pro formas and forward looking information will be realized, and although reflecting Borrower’s good faith estimate, projections or forecasts will based on methods and assumptions which Borrower believed to be realized). Notwithstanding reasonable at the foregoingtime such Projections, no representation pro formas and warranty is made with respect toforward looking information were prepared, are not to be viewed as facts, and no reliance should be given to, any financial statements of Parent filed prior to that actual results during the date hereof that were restated period or periods covered by the financial statements contained in Parent's Annual Report on Form 10-K with respect to its fiscal year ended October 31Projections, 2006 pro formas and in the Parent's Quarterly Report on Form 10-Q with respect to its first quarter ended on January 31, 2007, without giving effect to such restatement. None of Parent's Subsidiaries is currently required to file any forms, reports forward looking information may differ materially from projected or other documents with the SECestimated results).

Complete Disclosure. All factual information (taken as a wholewhole (other than forward-looking information and projections and information of a general economic nature and general information about the industry of any Loan Party or its Subsidiaries) furnished by or on behalf of a Loan Parties Party or their its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan DocumentsDocuments or Parent's Exchange Act filings) for purposes of or in connection with this Agreement, Agreement or the other Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a wholewhole (other than forward-looking information and projections and information of a general economic nature and general information about the industry of any Loan Party or its Subsidiaries) hereafter furnished by or on behalf of a Loan Parties Party or their its Subsidiaries in writing to Agent or any Lender will be, true and accurate accurate, in all material respects respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On the Closing DateThe Projections delivered to Agent on or about January 19, the Closing Date Projections 2022 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent represent, Borrowers' good faith estimate, on the date such Projections are delivered, of the Loan Parties' good faith estimate of their and their Subsidiaries' future performance for the periods covered thereby based upon assumptions believed by Loan Parties Borrowers to be reasonable at the time of the delivery thereof to Agent (it being understood that such projections and forecasts Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Subsidiaries Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers' good faith estimate, projections or forecasts will based on methods and assumptions which Borrowers believed to be realizedreasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). Notwithstanding As of the foregoingClosing Date, no representation and warranty is made with respect to, and no reliance should be given to, any financial statements of Parent filed prior to the date hereof that were restated by the financial statements contained in Parent's Annual Report on Form 10-K with respect to its fiscal year ended October 31, 2006 and information included in the Parent's Quarterly Report on Form 10-Q with respect to its first quarter ended on January 31, 2007, without giving effect to such restatement. None of Parent's Subsidiaries Beneficial Ownership Certification is currently required to file any forms, reports or other documents with the SECtrue and correct in all respects.

Complete Disclosure. All factual information (taken as a wholewhole (other than forward-looking information and projections and information of a general economic nature and general information about Loan Parties’ industry) furnished by or on behalf of a Loan Parties Party or their its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement, Agreement or the other Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a wholewhole (other than forward-looking information and projections and information of a general economic nature and general information about Loan Parties’ industry) hereafter furnished by or on behalf of a Loan Parties Party or their its Subsidiaries in writing to Agent or any Lender will be, true and accurate accurate, in all material respects respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On the Closing DateThe Projections delivered to Agent on May 21, the Closing Date Projections 2014 represent, and as of the date on which any other Projections are subsequently delivered to Agent, such additional Projections represent represent, Loan Parties' ’ good faith estimate estimate, on the date such Projections are delivered, of their the Loan Parties’ and their Subsidiaries' ’ future performance for the periods covered thereby based upon assumptions believed by Loan Parties to be reasonable at the time of the delivery thereof to Agent (it being understood that such projections and forecasts Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Subsidiaries Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Loan Parties’ good faith estimate, projections or forecasts will based on methods and assumptions which Loan Parties believed to be realized). Notwithstanding reasonable at the foregoingtime such Projections were prepared, no representation and warranty is made with respect toare not to be viewed as facts, and no reliance should be given to, any financial statements of Parent filed prior to that actual results during the date hereof that were restated period or periods covered by the financial statements contained in Parent's Annual Report on Form 10-K with respect to its fiscal year ended October 31, 2006 and in the Parent's Quarterly Report on Form 10-Q with respect to its first quarter ended on January 31, 2007, without giving effect to such restatement. None of Parent's Subsidiaries is currently required to file any forms, reports Projections may differ materially from projected or other documents with the SECestimated results).

Complete Disclosure. All factual information (taken as a wholewhole (other than forward-looking information and projections and information of a general economic nature and general information about Borrowers’ industry) furnished by or on behalf of a Loan Parties Party or their its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement, Agreement or the other Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a wholewhole (other than forward-looking information and projections and information of a general economic nature and general information about Borrowers’ industry) hereafter furnished by or on behalf of a Loan Parties Party or their its Subsidiaries in writing to Agent or any Lender will be, true and accurate accurate, in all material respects respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On the Closing Date, The Projections delivered to Agent prior to the Closing Date Projections represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent represent, Borrowers’ good faith estimate, on the date such Projections are delivered, of the Loan Parties' good faith estimate of their ’ and their Subsidiaries' ’ future performance for the periods covered thereby based upon assumptions believed by Loan Parties Borrowers to be reasonable at the time of the delivery thereof to Agent (it being understood that such projections and forecasts Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Subsidiaries Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ good faith estimate, projections or forecasts will based on methods and assumptions which Borrowers believed to be realized). Notwithstanding reasonable at the foregoingtime such Projections were prepared, no representation and warranty is made with respect toare not to be viewed as facts, and no reliance should be given to, any financial statements of Parent filed prior to that actual results during the date hereof that were restated period or periods covered by the financial statements contained in Parent's Annual Report on Form 10-K with respect to its fiscal year ended October 31, 2006 and in the Parent's Quarterly Report on Form 10-Q with respect to its first quarter ended on January 31, 2007, without giving effect to such restatement. None of Parent's Subsidiaries is currently required to file any forms, reports Projections may differ materially from projected or other documents with the SECestimated results).

Complete Disclosure. All factual information (taken as a wholewhole (other than forward-looking information and projections (including Projections) and information of a general economic nature and general information about Borrowers’ industry) furnished by or on behalf of a Loan Parties Party or their its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement, Agreement or the other Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a wholewhole (other than forward-looking information and projections (including Projections) and information of a general economic nature and general information about Borrowers’ industry) hereafter furnished by or on behalf of a Loan Parties Party or their its Subsidiaries in writing to Agent or any Lender will be, true and accurate accurate, in all material respects respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On the Closing DateThe Projections delivered to Agent on April 17, the Closing Date Projections 2019 represent, and as of the date on which any other Projections are delivered to AgentAgent after the Amendment No.3 Effective Date, such additional Projections represent represent, Borrowers’ good faith estimate, on the date such Projections are delivered, of the Loan Parties' good faith estimate of their ’ and their Subsidiaries' ’ future performance for the periods covered thereby based upon assumptions believed by Loan Parties Borrowers to be reasonable at the time of the delivery thereof to Agent (it being understood that such projections and forecasts Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Subsidiaries Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ good faith estimate, projections or forecasts will based on methods and assumptions which Borrowers believed to be realized). Notwithstanding reasonable at the foregoingtime such Projections were prepared, no representation and warranty is made with respect toare not to be viewed as facts, and no reliance should be given to, any financial statements of Parent filed prior to that actual results during the date hereof that were restated period or periods covered by the financial statements contained in Parent's Annual Report on Form 10-K with respect to its fiscal year ended October 31, 2006 and in the Parent's Quarterly Report on Form 10-Q with respect to its first quarter ended on January 31, 2007, without giving effect to such restatement. None of Parent's Subsidiaries is currently required to file any forms, reports Projections may differ materially from projected or other documents with the SECestimated results).

Complete Disclosure. All factual information (taken as a wholewhole (other than forward-looking information and projections and information of a general economic nature and general information about Borrowers’ industry) furnished by or on behalf of a Loan Parties Party or their its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement, Agreement or the other Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a wholewhole (other than forward-looking information and projections and information of a general economic nature and general information about Borrowers’ industry) hereafter furnished by or on behalf of a Loan Parties Party or their its Subsidiaries in writing to Agent or any Lender will be, true and accurate accurate, in all material respects respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On the Closing DateThe Projections delivered to Agent on May 16, the Closing Date Projections 2017 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent will represent, Borrowers’ good faith estimate, on the date such Projections are delivered, of the Loan Parties' good faith estimate of their ’ and their Subsidiaries' ’ future performance for the periods covered thereby based upon assumptions believed by Loan Parties Borrowers to be reasonable at the time of the delivery thereof to Agent (it being understood that such projections and forecasts Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Subsidiaries Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ good faith estimate, projections or forecasts will based on methods and assumptions which Borrowers believed to be realized). Notwithstanding reasonable at the foregoingtime such Projections were prepared, no representation and warranty is made with respect toare not to be viewed as facts, and no reliance should be given to, any financial statements of Parent filed prior to that actual results during the date hereof that were restated period or periods covered by the financial statements contained in Parent's Annual Report on Form 10-K with respect to its fiscal year ended October 31, 2006 and in the Parent's Quarterly Report on Form 10-Q with respect to its first quarter ended on January 31, 2007, without giving effect to such restatement. None of Parent's Subsidiaries is currently required to file any forms, reports Projections may differ materially from projected or other documents with the SECestimated results).

Complete Disclosure. All factual information (taken as a wholewhole (other than forward-looking information and projections and information of a general economic nature and general information about Borrowers' industry) furnished by or on behalf of a Loan Parties Party or their its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement, Agreement or the other Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a wholewhole (other than forward-looking information and projections and information of a general economic nature and general information about Borrowers' industry) hereafter furnished by or on behalf of a Loan Parties Party or their its Subsidiaries in writing to Agent or any Lender will be, true and accurate accurate, in all material respects respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On the Closing DateThe Projections delivered to Agent on August 12, the Closing Date Projections 2021 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent represent, Borrowers' good faith estimate, on the date such Projections are delivered, of the Loan Parties' good faith estimate of their and their Subsidiaries' future performance for the periods covered thereby based upon assumptions believed by Loan Parties Borrowers to be reasonable at the time of the delivery thereof to Agent (it being understood that such projections and forecasts Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Subsidiaries Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers' good faith estimate, projections or forecasts will based on methods and assumptions which Borrowers believed to be realizedreasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). Notwithstanding As of the foregoingClosing Date, no representation and warranty is made with respect to, and no reliance should be given to, any financial statements of Parent filed prior to the date hereof that were restated by the financial statements contained in Parent's Annual Report on Form 10-K with respect to its fiscal year ended October 31, 2006 and information included in the Parent's Quarterly Report on Form 10-Q with respect to its first quarter ended on January 31, 2007, without giving effect to such restatement. None of Parent's Subsidiaries Beneficial Ownership Certification is currently required to file any forms, reports or other documents with the SECtrue and correct in all respects.

Complete Disclosure. All written factual information (taken as a wholewhole (other than materials marked as drafts and forward-looking information and projections and information of a general economic nature and general information about Borrower’s industry) furnished by or on behalf of Loan Parties a Credit Party or their its Subsidiaries in writing to the Administrative Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Credit Documents) for purposes of or in connection with this Agreement, Agreement or the other Loan Credit Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a wholewhole (other than materials marked as drafts and forward-looking information and projections and information of a general economic nature and general information about Borrower’s industry) hereafter furnished by or on behalf of Loan Parties a Credit Party or their its Subsidiaries in writing to the Administrative Agent or any Lender will be, true and accurate accurate, in all material respects respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On The Projections delivered to the Closing DateAdministrative Agent on April 17, the Closing Date Projections 2012 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent Loan Parties' represent, on a consolidated basis, Borrower’s good faith estimate estimate, on the date such Projections are delivered, of their the Credit Parties’ and their Subsidiaries' ’ future performance for the periods covered thereby based upon assumptions believed by Loan Parties the Borrower to be reasonable at the time of the delivery thereof to the Administrative Agent (it being understood that such projections and forecasts Projections are subject to uncertainties and contingencies, many of which are beyond the control of Loan the Credit Parties and their Subsidiaries and Subsidiaries, that no assurances can be given that such projections or forecasts Projections will be realized). Notwithstanding the foregoing, no representation and warranty is made with respect to, and no reliance should be given to, any financial statements of Parent filed prior to the date hereof that were restated by the financial statements contained actual results may differ in Parent's Annual Report on Form 10-K with respect to its fiscal year ended October 31, 2006 and in the Parent's Quarterly Report on Form 10-Q with respect to its first quarter ended on January 31, 2007, without giving effect to a material manner from such restatement. None of Parent's Subsidiaries is currently required to file any forms, reports or other documents with the SECProjections).

Complete Disclosure. All factual information (taken as a wholewhole (other than forward-looking information and projections and information of a general economic nature and general information about Parent’s industry) furnished by or on behalf of a Loan Parties Party or their its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement, Agreement or the other Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a wholewhole (other than forward-looking information and projections and information of a general economic nature and general information about Parent’s industry) hereafter furnished by or on behalf of a Loan Parties Party or their its Subsidiaries in writing to Agent or any Lender will be, true and accurate accurate, in all material respects respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On the Closing DateThe Projections delivered to Agent on March 14, the Closing Date Projections 2012 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent represent, Parent’s good faith estimate, on the date such Projections are delivered, of the Loan Parties' good faith estimate of their ’ and their Subsidiaries' ’ future performance for the periods covered thereby based upon assumptions believed by Loan Parties Parent to be reasonable at the time of the delivery thereof to Agent (it being understood that such projections and forecasts Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Subsidiaries Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Parent’s good faith estimate, projections or forecasts will based on methods and assumptions which Parent believed to be realized). Notwithstanding reasonable at the foregoingtime such Projections were prepared, no representation and warranty is made with respect toare not to be viewed as facts, and no reliance should be given to, any financial statements of Parent filed prior to that actual results during the date hereof that were restated period or periods covered by the financial statements contained in Parent's Annual Report on Form 10-K with respect to its fiscal year ended October 31, 2006 and in the Parent's Quarterly Report on Form 10-Q with respect to its first quarter ended on January 31, 2007, without giving effect to such restatement. None of Parent's Subsidiaries is currently required to file any forms, reports Projections may differ materially from projected or other documents with the SECestimated results).

Complete Disclosure. All factual information (taken as a wholewhole (other than forward-looking information and projections and information of a general economic nature and general information about Borrowers’ industry) furnished by or on behalf of a Loan Parties Party or their its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement, Agreement or the other Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a wholewhole (other than forward-looking information and projections and information of a general economic nature and general information about Borrowers’ industry) hereafter furnished by or on behalf of a Loan Parties Party or their its Subsidiaries in writing to Agent or any Lender will be, true and accurate accurate, in all material respects respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On the Closing DateThe Projections delivered to Agent on November 13, the Closing Date Projections 2020 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent represent, Borrowers’ good faith estimate, on the date such Projections are delivered, of the Loan Parties' good faith estimate of their ’ and their Subsidiaries' ’ future performance for the periods covered thereby based upon assumptions believed by Loan Parties Borrowers to be reasonable at the time of the delivery thereof to Agent (it being understood that such projections and forecasts Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Subsidiaries Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ good faith estimate, projections or forecasts will based on methods and assumptions which Borrowers believed to be realizedreasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). Notwithstanding As of the foregoingClosing Date, no representation and warranty is made with respect to, and no reliance should be given to, any financial statements of Parent filed prior to the date hereof that were restated by the financial statements contained in Parent's Annual Report on Form 10-K with respect to its fiscal year ended October 31, 2006 and information included in the Parent's Quarterly Report on Form 10-Q with respect to its first quarter ended on January 31, 2007, without giving effect to such restatement. None of Parent's Subsidiaries Beneficial Ownership Certification is currently required to file any forms, reports or other documents with the SECtrue and correct in all respects.

Complete Disclosure. All material factual information (taken as other than forward-looking information and projections and information of a wholegeneral economic nature and general information about the industry of any Loan Party or any of its Subsidiaries) furnished by or on behalf of a Loan Parties Party or their its Subsidiaries in writing to Administrative Agent and the BXC Representative or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement, Agreement or the other Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a wholewhole (other than forward-looking information and projections and information of a general economic nature and general information about the industry of any Loan Party or any of its Subsidiaries) hereafter furnished by or on behalf of a Loan Parties Party or their its Subsidiaries in writing to Agent Administrative Agent, the BXC Representative or any Lender will be, true and accurate accurate, in all material respects respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any material fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On The Projections delivered to the Closing DateBXC Representative on April 20, the Closing Date Projections 2021 represent, and as of the date on which any other Projections are delivered to Agentthe Administrative Agent and the BXC Representative, such additional Projections represent represent, Borrower’s good faith estimate, on the date such Projections are delivered, of the Loan Parties' good faith estimate of their ’ and their Subsidiaries' ’ future performance for the periods covered thereby based upon assumptions believed by Loan Parties Borrower to be reasonable at the time of the delivery thereof to the Administrative Agent and the BXC Representative (it being understood that such projections and forecasts Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Subsidiaries Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrower’s good faith estimate, projections or forecasts will based on methods and assumptions which Borrower believed to be realizedreasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). Notwithstanding As of the foregoingClosing Date, no representation and warranty is made with respect to, and no reliance should be given to, any financial statements of Parent filed prior to the date hereof that were restated by the financial statements contained in Parent's Annual Report on Form 10-K with respect to its fiscal year ended October 31, 2006 and information included in the Parent's Quarterly Report on Form 10-Q with respect to its first quarter ended on January 31, 2007, without giving effect to such restatement. None of Parent's Subsidiaries Beneficial Ownership Certification is currently required to file any forms, reports or other documents with the SECtrue and correct in all respects.

Complete Disclosure. All factual information (taken as a wholewhole (other than forward- looking information and projections and information of a general economic nature and general information about the industry of any Loan Party or its Subsidiaries) furnished by or on behalf of a Loan Parties Party or their its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement, Agreement or the other Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a wholewhole (other than forward-looking information and projections and information of a general economic nature and general information about the industry of any Loan Party or its Subsidiaries) hereafter furnished by or on behalf of a Loan Parties Party or their its Subsidiaries DB1/ 133650928.13 79 in writing to Agent or any Lender will be, true and accurate accurate, in all material respects respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On the Closing DateThe Projections delivered to Agent on November 9, the Closing Date Projections 2022, represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent represent, Borrowers’ good faith estimate, on the date such Projections are delivered, of the Loan Parties' good faith estimate of their ’ and their Subsidiaries' ’ future performance for the periods covered thereby based upon assumptions believed by Loan Parties Borrowers to be reasonable at the time of the delivery thereof to Agent (it being understood that such projections and forecasts Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Subsidiaries Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ good faith estimate, projections or forecasts will based on methods and assumptions which Borrowers believed to be realizedreasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). Notwithstanding As of the foregoingClosing Date, no representation and warranty is made with respect to, and no reliance should be given to, any financial statements of Parent filed prior to the date hereof that were restated by the financial statements contained in Parent's Annual Report on Form 10-K with respect to its fiscal year ended October 31, 2006 and information included in the Parent's Quarterly Report on Form 10-Q with respect to its first quarter ended on January 31, 2007, without giving effect to such restatementBeneficial Ownership Certification is true and correct in all respects. None of Parent's Subsidiaries is currently required to file any forms, reports or other documents with the SEC.4.13

Complete Disclosure. All factual information (taken as a wholewhole (other than forward-looking information and projections and information of a general economic nature and general information about Borrowers' industry) furnished by or on behalf of a Loan Parties Party or their its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement, Agreement or the other Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a wholewhole (other than forward-looking information and projections and information of a general economic nature and general information about Borrowers' industry) hereafter furnished by or on behalf of a Loan Parties Party or their its Subsidiaries in writing to Agent or any Lender will be, true and accurate accurate, in all material respects respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On the Closing DateThe Projections delivered to Agent on January 20, the Closing Date Projections 2016 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent represent, Borrowers' good faith estimate, on the date such Projections are delivered, of the Loan Parties' good faith estimate of their and their Subsidiaries' future performance for the periods covered thereby based upon assumptions believed by Loan Parties Borrowers to be reasonable at the time of the delivery thereof to Agent (it being understood that such projections and forecasts Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Subsidiaries Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers' good faith estimate, projections or forecasts will based on methods and assumptions which Borrowers believed to be realized). Notwithstanding reasonable at the foregoingtime such Projections were prepared, no representation and warranty is made with respect toare not to be viewed as facts, and no reliance should be given to, any financial statements of Parent filed prior to that actual results during the date hereof that were restated period or periods covered by the financial statements contained in Parent's Annual Report on Form 10-K with respect to its fiscal year ended October 31, 2006 and in the Parent's Quarterly Report on Form 10-Q with respect to its first quarter ended on January 31, 2007, without giving effect to such restatement. None of Parent's Subsidiaries is currently required to file any forms, reports Projections may differ materially from projected or other documents with the SECestimated results).

Complete Disclosure. All factual information (taken as a wholewhole (other than forward-looking information and projections and information of a general economic nature and general information about Borrowers' industry) furnished by or on behalf of a Loan Parties Party or their its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement, Agreement or the other Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a wholewhole (other than forward-looking information and projections and information of a general economic nature and general information about Borrowers' industry) hereafter furnished by or on behalf of a Loan Parties Party or their its Subsidiaries in writing to Agent or any Lender will be, true and accurate accurate, in all material respects respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On the Closing DateThe Projections delivered to Agent on March 20, the Closing Date Projections 2015 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent represent, Borrowers' good faith estimate, on the date such Projections are delivered, of the Loan Parties' good faith estimate of their and their Subsidiaries' future performance for the periods covered thereby based upon assumptions believed by Loan Parties Borrowers to be reasonable at the time of the delivery thereof to Agent (it being understood that such projections and forecasts Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Subsidiaries Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers' good faith estimate, projections or forecasts will based on methods and assumptions which Borrowers believed to be realized). Notwithstanding reasonable at the foregoingtime such Projections were prepared, no representation and warranty is made with respect toare not to be viewed as facts, and no reliance should be given to, any financial statements of Parent filed prior to that actual results during the date hereof that were restated period or periods covered by the financial statements contained in Parent's Annual Report on Form 10-K with respect to its fiscal year ended October 31, 2006 and in the Parent's Quarterly Report on Form 10-Q with respect to its first quarter ended on January 31, 2007, without giving effect to such restatement. None of Parent's Subsidiaries is currently required to file any forms, reports Projections may differ materially from projected or other documents with the SECestimated results).

Complete Disclosure. All factual information (taken as a wholewhole (other than forward-looking information and projections and information of a general economic nature and general information about Borrowers’ industry) furnished by or on behalf of a Loan Parties Party or their its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement, Agreement or the other Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a wholewhole (other than forward-looking information and projections and information of a general economic nature and general information about Borrowers’ industry) hereafter furnished by or on behalf of a Loan Parties Party or their its Subsidiaries in writing to Agent or any Lender will be, true and accurate accurate, in all material respects respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On the Closing DateThe Projections delivered to Agent on March 2, the Closing Date Projections 2016 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent represent, Borrowers’ good faith estimate, on the date such Projections are delivered, of the Loan Parties' good faith estimate of their ’ and their Subsidiaries' ’ future performance for the periods covered thereby based upon assumptions believed by Loan Parties Borrowers to be reasonable at the time of the delivery thereof to Agent (it being understood that such projections and forecasts Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Subsidiaries Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ good faith estimate, projections or forecasts will based on methods and assumptions which Borrowers believed to be realized). Notwithstanding reasonable at the foregoingtime such Projections were prepared, no representation and warranty is made with respect toare not to be viewed as facts, and no reliance should be given to, any financial statements of Parent filed prior to that actual results during the date hereof that were restated period or periods covered by the financial statements contained in Parent's Annual Report on Form 10-K with respect to its fiscal year ended October 31, 2006 and in the Parent's Quarterly Report on Form 10-Q with respect to its first quarter ended on January 31, 2007, without giving effect to such restatement. None of Parent's Subsidiaries is currently required to file any forms, reports Projections may differ materially from projected or other documents with the SECestimated results).

Complete Disclosure. All material factual information (taken as other than forward-looking information and projections and information of a wholegeneral economic nature and general information about the industry of any Loan Party or any of its Subsidiaries) furnished by or on behalf of a Loan Parties Party or their its Subsidiaries in writing to Administrative Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement, Agreement or the other Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a wholewhole (other than forward-looking information and projections and information of a general economic nature and general information about the industry of any Loan Party or any of its Subsidiaries) hereafter furnished by or on behalf of a Loan Parties Party or their its Subsidiaries in writing to Administrative Agent or any Lender will be, true and accurate accurate, in all material respects respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any material fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On the Closing DateThe Projections delivered to Administrative Agent on August 12, the Closing Date Projections 2019 represent, and as of the date on which any other Projections are delivered to Administrative Agent, such additional Projections represent represent, Borrowers’ good faith estimate, on the date such Projections are delivered, of the Loan Parties' good faith estimate of their ’ and their Subsidiaries' ’ future performance for the periods covered thereby based upon assumptions believed by Loan Parties Borrowers to be reasonable at the time of the delivery thereof to Administrative Agent (it being understood that such projections and forecasts Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Subsidiaries Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ good faith estimate, projections or forecasts will based on methods and assumptions which Borrowers believed to be realizedreasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). Notwithstanding As of the foregoingClosing Date, no representation and warranty is made with respect to, and no reliance should be given to, any financial statements of Parent filed prior to the date hereof that were restated by the financial statements contained in Parent's Annual Report on Form 10-K with respect to its fiscal year ended October 31, 2006 and information included in the Parent's Quarterly Report on Form 10-Q with respect to its first quarter ended on January 31, 2007, without giving effect to such restatement. None of Parent's Subsidiaries Beneficial Ownership Certification is currently required to file any forms, reports or other documents with the SECtrue and correct in all respects.