FORMA FINANCIAL STATEMENTS.
BORROWER HAS HERETOFORE DELIVERED
TO THE LENDERS CERTAIN OF BORROWER'S UNAUDITED PRO FORMA CONSOLIDATED BALANCE
SHEET AND STATEMENTS OF INCOME AND CASH FLOWS INFORMATION AND PRO FORMA EBITDA,
AS OF AND FOR THE TWELVE-MONTH PERIOD ENDED SEPTEMBER 30, 2006, AFTER GIVING
EFFECT TO THE TRANSACTIONS AS IF THEY HAD OCCURRED ON SUCH DATE IN THE CASE OF
THE BALANCE SHEET AND AS OF THE BEGINNING OF ALL PERIODS PRESENTED IN THE CASE
OF THE STATEMENTS OF INCOME AND CASH FLOWS.
SUCH PRO FORMA FINANCIAL STATEMENTS
HAVE BEEN PREPARED IN GOOD FAITH BY THE LOAN PARTIES, BASED ON THE ASSUMPTIONS
STATED THEREIN (WHICH ASSUMPTIONS ARE BELIEVED BY THE LOAN PARTIES ON THE DATE
HEREOF AND ON THE CLOSING DATE TO BE REASONABLE), ACCURATELY REFLECT ALL
ADJUSTMENTS REQUIRED TO BE MADE TO GIVE EFFECT TO THE TRANSACTIONS, AND IN
ACCORDANCE WITH REGULATION S-X AND AS OTHERWISE DESCRIBED
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THEREIN, AND PRESENT FAIRLY IN ALL MATERIAL RESPECTS THE PRO FORMA CONSOLIDATED
FINANCIAL POSITION AND RESULTS OF OPERATIONS OF BORROWER AS OF SUCH DATE AND FOR
SUCH PERIODS, ASSUMING THAT THE TRANSACTIONS HAD OCCURRED AT SUCH DATES.
(D)
FORECASTS.
THE FORECASTS OF FINANCIAL PERFORMANCE OF BORROWER AND
ITS SUBSIDIARIES FURNISHED TO THE LENDERS HAVE BEEN PREPARED IN GOOD FAITH BY
BORROWER AND BASED ON ASSUMPTIONS BELIEVED BY 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, PERMITTED 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 THE COMPANIES, 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 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 LOAN PARTY AS OF THE DATE HEREOF AND
DESCRIBES THE TYPE OF INTEREST THEREIN HELD BY SUCH LOAN PARTY 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 LOAN PARTY, AS LESSEE,
SUBLESSEE, FRANCHISEE OR LICENSEE, AS OF THE DATE HEREOF AND DESCRIBES THE TYPE
OF INTEREST THEREIN HELD BY SUCH LOAN PARTY AND, IN EACH OF THE CASES DESCRIBED
IN CLAUSES (I) AND (II) OF THIS SECTION 3.05(B), WHETHER