NINE-MONTH PERIOD ENDED JULY 31, 2006 (SUBJECT IN EACH CASE TO NORMAL YEAR-END
AUDIT ADJUSTMENTS).
DURING THE PERIOD FROM JULY 31, 2006 TO AND INCLUDING THE
CLOSING DATE, EXCEPT AS SET FORTH ON SCHEDULE 5.05, THERE HAS BEEN NO SALE,
TRANSFER OR OTHER DISPOSITION BY PARENT HOLDINGS OR ANY OF ITS CONSOLIDATED
SUBSIDIARIES OF ANY MATERIAL PART OF THE BUSINESS OR PROPERTY (OTHER THAN SALES
OF INVENTORY IN THE ORDINARY COURSE OF BUSINESS) OF PARENT HOLDINGS AND ITS
CONSOLIDATED SUBSIDIARIES, TAKEN AS A WHOLE, AND NO PURCHASE OR OTHER
ACQUISITION BY THEM OF ANY BUSINESS OR PROPERTY (INCLUDING ANY EQUITY INTERESTS
OF ANY OTHER PERSON) OTHER THAN THE MERGER MATERIAL IN RELATION TO THE
CONSOLIDATED FINANCIAL CONDITION OF PARENT HOLDINGS AND ITS
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CONSOLIDATED SUBSIDIARIES, TAKEN AS A WHOLE, WHICH IS NOT REFLECTED IN THE
FOREGOING FINANCIAL STATEMENTS OR IN THE NOTES THERETO.
(C)
MATERIAL ADVERSE CHANGE.
SINCE OCTOBER 31, 2005, THERE HAS BEEN
NO CHANGE, OCCURRENCE OR DEVELOPMENT EITHER INDIVIDUALLY OR IN THE AGGREGATE,
THAT HAS HAD OR COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(D)
PRO-FORMA BALANCE SHEET.
THE CONSOLIDATED BALANCE SHEET OF PARENT
HOLDINGS AND ITS CONSOLIDATED SUBSIDIARIES AS OF APRIL 30, 2006, PREPARED ON A
PRO-FORMA BASIS GIVING EFFECT TO THE CONSUMMATION OF THE TRANSACTION, HAS
HERETOFORE BEEN FURNISHED TO EACH LENDER AS PART OF THE PRE-COMMITMENT
INFORMATION.
SUCH PRO-FORMA BALANCE SHEET HAS BEEN PREPARED IN GOOD FAITH BY
THE BORROWER, BASED ON THE ASSUMPTIONS STATED THEREIN (WHICH ASSUMPTIONS ARE
BELIEVED BY THE BORROWER ON THE DATE HEREOF AND ON THE CLOSING DATE TO BE
REASONABLE AND FAIR IN LIGHT OF CURRENT CONDITIONS AND FACTS THEN KNOWN TO THE
BORROWER), IS BASED ON THE BEST INFORMATION AVAILABLE TO THE BORROWER AS OF THE
DATE OF DELIVERY THEREOF, ACCURATELY REFLECTS ALL MATERIAL ADJUSTMENTS REQUIRED
TO BE MADE TO GIVE EFFECT TO THE TRANSACTION AND PRESENTS FAIRLY ON A PRO-FORMA
BASIS THE ESTIMATED CONSOLIDATED FINANCIAL POSITION OF PARENT HOLDINGS AND ITS
CONSOLIDATED SUBSIDIARIES AS OF APRIL 30, 2006 ASSUMING THAT THE TRANSACTION HAD
ACTUALLY OCCURRED ON THAT DATE.
(E)
PROJECTIONS.
THE PROJECTIONS PREPARED AS PART OF, AND INCLUDED
IN, THE PRE-COMMITMENT INFORMATION (WHICH INCLUDE PROJECTED BALANCE SHEETS AND
INCOME AND CASH FLOW STATEMENTS ON A QUARTERLY BASIS THROUGH OCTOBER 31, 2007
AND ON AN ANNUAL BASIS FOR EACH FISCAL YEAR THEREAFTER UNTIL THE RESPECTIVE
MATURITY DATES OF THE LOANS) HAVE BEEN PREPARED ON A BASIS CONSISTENT WITH THE
FINANCIAL STATEMENTS REFERRED TO IN SUBSECTION (A) ABOVE AND ARE BASED ON GOOD
FAITH ESTIMATES AND ASSUMPTIONS STATED THEREIN MADE BY MANAGEMENT OF THE
BORROWER (WHICH ASSUMPTIONS ARE FAIR IN LIGHT OF THEN EXISTING CONDITIONS).
ON
THE CLOSING DATE, SUCH MANAGEMENT BELIEVES THAT SUCH PROJECTIONS ARE REASONABLE
AND ATTAINABLE, IT BEING RECOGNIZED BY THE LENDERS, HOWEVER, THAT PROJECTIONS AS
TO FUTURE EVENTS ARE NOT TO BE VIEWED AS FACTS AND 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.
(F)