3.05
PROPERTIES.
(A)
GENERALLY. EACH COMPANY HAS GOOD TITLE TO, OR VALID LEASEHOLD
INTERESTS IN, ALL ITS PROPERTY MATERIAL TO ITS BUSINESS, FREE AND CLEAR OF ALL
LIENS EXCEPT FOR, IN THE CASE OF COLLATERAL, PERMITTED LIENS AND, IN THE CASE OF
ALL OTHER MATERIAL PROPERTY, PERMITTED LIENS AND MINOR IRREGULARITIES OR
DEFICIENCIES IN TITLE THAT, IN THE AGGREGATE, DO NOT INTERFERE WITH ITS ABILITY
TO CONDUCT ITS BUSINESS AS CURRENTLY CONDUCTED OR TO UTILIZE SUCH PROPERTY FOR
ITS INTENDED PURPOSE. THE PROPERTY OF THE COMPANIES, TAKEN AS A WHOLE, (I) IS IN
GOOD OPERATING ORDER, CONDITION AND REPAIR (ORDINARY WEAR AND TEAR AND CASUALTY
AND CONDEMNATION EXCEPTED WITH RESPECT TO WHICH THE ADMINISTRATIVE AGENT HAS
BEEN MADE AWARE) AND (II) CONSTITUTES ALL THE PROPERTY WHICH IS REQUIRED FOR THE
BUSINESS AND OPERATIONS OF THE COMPANIES AS PRESENTLY CONDUCTED.
(B)
REAL PROPERTY. SCHEDULES 8(A) AND 8(B) TO THE PERFECTION
CERTIFICATE DATED THE CLOSING DATE CONTAIN A TRUE AND COMPLETE LIST OF EACH
INTEREST IN REAL PROPERTY (I) OWNED BY ANY COMPANY AS OF THE CLOSING DATE AND
DESCRIBES THE TYPE OF INTEREST THEREIN HELD BY SUCH COMPANY AND WHETHER SUCH
OWNED REAL PROPERTY IS LEASED AND IF LEASED WHETHER THE UNDERLYING LEASE
CONTAINS ANY OPTION TO PURCHASE ALL OR ANY PORTION OF SUCH REAL PROPERTY OR ANY
INTEREST THEREIN OR CONTAINS ANY RIGHT OF FIRST REFUSAL RELATING TO ANY SALE OF
SUCH REAL PROPERTY OR ANY PORTION THEREOF OR INTEREST THEREIN AND (II) LEASED,
SUBLEASED OR OTHERWISE OCCUPIED OR UTILIZED BY ANY COMPANY, AS LESSEE,
SUBLESSEE, FRANCHISEE OR LICENSEE, AS OF THE CLOSING DATE AND DESCRIBES THE TYPE
OF INTEREST THEREIN HELD BY SUCH COMPANY AND, IN EACH OF THE CASES DESCRIBED IN
CLAUSES (I) AND (II) OF THIS SECTION 3.05(B), WHETHER ANY LEASE REQUIRES THE
CONSENT OF THE LANDLORD OR TENANT THEREUNDER, OR OTHER PARTY THERETO, TO THE
TRANSACTIONS. SCHEDULE 8(B) TO THE PERFECTION CERTIFI-
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cate also lists each unexercised option to purchase Real Property which option
is owned by any Company.
(C)
NO CASUALTY EVENT. NO COMPANY HAS RECEIVED ANY NOTICE OF, NOR HAS
ANY ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF, THE OCCURRENCE OR PENDENCY OR
CONTEMPLATION OF ANY CASUALTY EVENT AFFECTING ALL OR ANY PORTION OF ITS
PROPERTY. NO MORTGAGE ENCUMBERS IMPROVED REAL PROPERTY THAT IS LOCATED IN AN
AREA THAT HAS BEEN IDENTIFIED BY THE SECRETARY OF HOUSING AND URBAN DEVELOPMENT
AS AN AREA HAVING SPECIAL FLOOD HAZARDS WITHIN THE MEANING OF THE NATIONAL FLOOD
INSURANCE ACT OF 1968 UNLESS FLOOD INSURANCE AVAILABLE UNDER SUCH ACT HAS BEEN
OBTAINED IN ACCORDANCE WITH SECTION 5.04.
(D)
COLLATERAL. EACH LOAN PARTY OWNS OR HAS RIGHTS TO USE ALL OF THE
COLLATERAL AND ALL RIGHTS WITH RESPECT TO ANY OF THE FOREGOING USED IN,
NECESSARY FOR OR MATERIAL TO SUCH LOAN PARTY'S BUSINESS AS CURRENTLY CONDUCTED.
THE USE BY SUCH LOAN PARTY OF SUCH COLLATERAL AND ALL SUCH RIGHTS WITH RESPECT
TO THE FOREGOING DO NOT INFRINGE ON THE RIGHTS OF ANY PERSON OTHER THAN SUCH
INFRINGEMENT WHICH