THE COMPARABLE PERIOD OF THE PRECEDING FISCAL YEAR, IN
EACH CASE, CERTIFIED BY THE CHIEF FINANCIAL OFFICER OF BORROWERS.
SUCH
FINANCIAL STATEMENTS AND ALL FINANCIAL STATEMENTS DELIVERED PURSUANT TO
SECTIONS 5.01(A), (B) AND (C) HAVE BEEN PREPARED IN ACCORDANCE WITH GAAP AND
PRESENT FAIRLY AND ACCURATELY THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS
AND CASH FLOWS OF BORROWERS AS OF THE DATES AND FOR THE PERIODS TO WHICH THEY
RELATE.
66
(B)
NO LIABILITIES.
EXCEPT AS SET FORTH IN THE FINANCIAL STATEMENTS
REFERRED TO IN SECTION 3.04(A), THERE ARE NO LIABILITIES OF ANY COMPANY OF ANY
KIND, WHETHER ACCRUED, CONTINGENT, ABSOLUTE, DETERMINED, DETERMINABLE OR
OTHERWISE, WHICH COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
CHANGE IN THE BUSINESS, PROPERTY, RESULTS OF OPERATIONS, PROSPECTS OR CONDITION,
FINANCIAL OR OTHERWISE, OF SUCH COMPANY, AND THERE IS NO EXISTING CONDITION,
SITUATION OR SET OF CIRCUMSTANCES WHICH COULD REASONABLY BE EXPECTED TO RESULT
IN SUCH A LIABILITY, OTHER THAN LIABILITIES UNDER THE LOAN DOCUMENTS.
SINCE
MARCH 31, 2006, THERE HAS BEEN NO EVENT, CHANGE, CIRCUMSTANCE OR OCCURRENCE
THAT, INDIVIDUALLY OR IN THE AGGREGATE, HAS HAD OR COULD REASONABLY BE EXPECTED
TO RESULT IN A MATERIAL ADVERSE CHANGE IN THE BUSINESS, PROPERTY, RESULTS OF
OPERATIONS, PROSPECTS OR CONDITION, FINANCIAL OR OTHERWISE, OF SUCH COMPANY.
(C)
FORECASTS.
THE FORECASTS OF FINANCIAL PERFORMANCE OF THE US
BORROWER AND ITS SUBSIDIARIES FURNISHED TO THE LENDERS HAVE BEEN PREPARED IN
GOOD FAITH BY SUCH BORROWERS AND BASED ON ASSUMPTIONS BELIEVED BY THE US
BORROWER TO BE REASONABLE.
SECTION 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 COLLATERAL LIENS AND, IN
THE CASE OF ALL OTHER MATERIAL PROPERTY, PERMITTED LIENS AND MINOR
IRREGULARITIES OR DEFICIENCIES IN TITLE THAT, INDIVIDUALLY OR 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 SUCH
COMPANIES (INCLUDING, WITHOUT LIMITATION, THOSE LICENSED, LEASED, OR WHICH, BY
CONTRACT, THE COMPANIES ARE ENTITLED TO UTILIZE), TAKEN AS A WHOLE, (I) IS IN
GOOD OPERATING ORDER, CONDITION AND REPAIR (ORDINARY WEAR AND TEAR EXCEPTED) AND
(II) CONSTITUTES ALL THE PROPERTY WHICH IS REQUIRED FOR THE BUSINESS AND
OPERATIONS OF SUCH 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 SUCH COMPANY AS OF THE DATE HEREOF
AND DESCRIBES THE TYPE OF INTEREST THEREIN HELD BY SUCH COMPANY AND WHETHER SUCH
OWNED REAL PROPERTY IS LEASED BY SUCH COMPANY TO A PERSON 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