AND RELATED PRO FORMA STATEMENTS OF EARNINGS,
SHAREHOLDER'S EQUITY AND CASH FLOWS AS OF JULY 30, 2005, PREPARED GIVING EFFECT
TO THE TRANSACTIONS AS IF THEY HAD OCCURRED, WITH RESPECT TO SUCH BALANCE SHEET,
ON SUCH DATE AND, WITH RESPECT TO SUCH OTHER FINANCIAL STATEMENTS, ON THE FIRST
DAY OF THE 12-MONTH PERIOD ENDING ON SUCH DATE. SUCH PRO FORMA FINANCIAL
STATEMENTS HAVE BEEN PREPARED IN GOOD FAITH BY THE BORROWER, BASED ON THE
ASSUMPTIONS USED TO PREPARE THE PRO FORMA FINANCIAL INFORMATION CONTAINED IN THE
INFORMATION MEMORANDUM (WHICH ASSUMPTIONS ARE BELIEVED BY THE BORROWER ON THE
DATE HEREOF AND ON THE CLOSING DATE TO BE REASONABLE), ARE BASED ON THE BEST
INFORMATION AVAILABLE TO THE BORROWER AS OF THE DATE OF DELIVERY THEREOF,
ACCURATELY REFLECT ALL ADJUSTMENTS REQUIRED TO BE MADE TO GIVE EFFECT TO THE
TRANSACTIONS AND PRESENT FAIRLY ON A PRO FORMA BASIS THE ESTIMATED CONSOLIDATED
FINANCIAL POSITION OF THE BORROWER AND ITS CONSOLIDATED SUBSIDIARIES AS OF SUCH
DATE AND FOR SUCH PERIOD, ASSUMING THAT THE TRANSACTIONS HAD ACTUALLY OCCURRED
AT SUCH DATE OR AT THE BEGINNING OF SUCH PERIOD, AS THE CASE MAY BE.
(C) NO EVENT, CHANGE OR CONDITION HAS OCCURRED THAT HAS HAD, OR WOULD REASONABLY
BE EXPECTED TO HAVE, A MATERIAL ADVERSE EFFECT, SINCE JULY 30, 2005.
SECTION 3.05. PROPERTIES.
(A)
AS OF THE DATE OF THIS AGREEMENT, SCHEDULE
3.05(A) SETS FORTH THE ADDRESS OF EACH PARCEL OF REAL PROPERTY (OR EACH SET OF
PARCELS THAT COLLECTIVELY COMPRISE ONE OPERATING PROPERTY) THAT IS OWNED OR
LEASED BY EACH LOAN PARTY, TOGETHER WITH A LIST OF THE LESSORS WITH RESPECT TO
ALL SUCH LEASED PROPERTY.
SCHEDULE 3.05(A) ALSO IDENTIFIES THE PRINCIPAL PLACE
OF BUSINESS AND CHIEF EXECUTIVE OFFICE OF EACH LOAN PARTY.
THE BOOKS AND
RECORDS OF EACH LOAN PARTY, AND ALL OF THEIR RESPECTIVE CHATTEL PAPER AND
RECORDS OF ACCOUNTS, ARE MAINTAINED EXCLUSIVELY AT SUCH LOCATIONS. THERE IS NO
LOCATION AT WHICH ANY LOAN PARTY HAS ANY COLLATERAL (EXCEPT FOR VEHICLES AND
INVENTORY IN TRANSIT IN THE ORDINARY COURSE OF BUSINESS) OTHER THAN THOSE
LOCATIONS IDENTIFIED ON SCHEDULE 3.05(A).
(B) EACH OF THE BORROWER AND EACH OF THE SUBSIDIARIES HAS GOOD AND INSURABLE FEE
SIMPLE TITLE TO, OR VALID LEASEHOLD INTERESTS IN, OR EASEMENTS OR OTHER LIMITED
PROPERTY INTERESTS IN, ALL ITS REAL PROPERTIES (INCLUDING ALL MORTGAGED
PROPERTIES) AND HAS GOOD AND MARKETABLE TITLE TO ITS PERSONAL PROPERTY AND
ASSETS, IN EACH CASE, EXCEPT FOR DEFECTS IN TITLE THAT DO NOT MATERIALLY
INTERFERE WITH ITS ABILITY TO CONDUCT ITS BUSINESS AS CURRENTLY CONDUCTED OR TO
UTILIZE SUCH PROPERTIES AND ASSETS FOR THEIR INTENDED PURPOSES AND EXCEPT WHERE
THE FAILURE TO HAVE SUCH TITLE WOULD NOT REASONABLY BE EXPECTED TO HAVE,
INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT.
ALL SUCH
PROPERTIES AND ASSETS ARE FREE AND CLEAR OF LIENS, OTHER THAN LIENS (I)
PERMITTED BY SECTION 6.02 OR (II) ARISING BY OPERATION OF LAW (WHICH LIENS, IN
THE CASE OF THIS CLAUSE (II) DO NOT MATERIALLY INTERFERE WITH THE ABILITY OF
HOLDINGS,