SUBSIDIARIES ENJOYS PEACEFUL AND
UNDISTURBED POSSESSION UNDER ALL SUCH LEASES, OTHER THAN LEASES IN RESPECT OF
WHICH THE FAILURE TO ENJOY PEACEFUL AND UNDISTURBED POSSESSION COULD NOT
REASONABLY BE EXPECTED TO HAVE, INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL
ADVERSE EFFECT.
(C)
EACH OF HOLDINGS, THE COMPANY AND THE
MATERIAL SUBSIDIARIES OWNS OR POSSESSES, OR COULD OBTAIN OWNERSHIP OR POSSESSION
OF, ON TERMS NOT MATERIALLY ADVERSE TO IT, ALL PATENTS, TRADEMARKS, SERVICE
MARKS, TRADE NAMES, COPYRIGHTS, LICENSES AND RIGHTS WITH RESPECT THERETO
NECESSARY FOR THE PRESENT CONDUCT OF ITS BUSINESS, WITHOUT ANY KNOWN CONFLICT
WITH THE RIGHTS OF OTHERS, AND FREE FROM ANY BURDENSOME RESTRICTIONS, EXCEPT
WHERE SUCH CONFLICTS AND RESTRICTIONS COULD NOT REASONABLY BE EXPECTED TO HAVE,
INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT.
(D)
AS OF THE RESTATEMENT EFFECTIVE DATE, NONE
OF HOLDINGS, THE COMPANY AND THE MATERIAL SUBSIDIARIES HAS RECEIVED ANY NOTICE
OF ANY PENDING OR CONTEMPLATED CONDEMNATION PROCEEDING AFFECTING ANY OF THE
MORTGAGED PROPERTIES OR ANY SALE OR DISPOSITION THEREOF IN LIEU OF CONDEMNATION
THAT REMAINS UNRESOLVED AS OF THE RESTATEMENT EFFECTIVE DATE.
(E)
NONE OF HOLDINGS, THE COMPANY AND THE
MATERIAL SUBSIDIARIES IS OBLIGATED ON THE RESTATEMENT EFFECTIVE DATE UNDER ANY
RIGHT OF FIRST REFUSAL, OPTION OR OTHER CONTRACTUAL RIGHT TO SELL, ASSIGN OR
OTHERWISE DISPOSE OF ANY MORTGAGED PROPERTY OR ANY INTEREST THEREIN, EXCEPT AS
PERMITTED UNDER SECTION 6.02 OR 6.05.
SECTION 3.08
Subsidiaries.
(a)
On the Restatement Effective Date, after
giving effect to the Transaction, the corporate structure of Parent and its
Subsidiaries is in all material respects as set forth on Schedule 3.08(a).
(B)
SCHEDULE 3.08(B) SETS FORTH AS OF THE
RESTATEMENT EFFECTIVE DATE THE NAME AND JURISDICTION OF INCORPORATION, FORMATION
OR ORGANIZATION OF EACH MATERIAL SUBSIDIARY AND, AS TO EACH SUCH MATERIAL
SUBSIDIARY, THE PERCENTAGE OF EACH CLASS OF EQUITY INTERESTS OWNED BY HOLDINGS
OR BY ANY SUCH MATERIAL SUBSIDIARY, SUBJECT TO SUCH CHANGES AS ARE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(C)
AS OF THE RESTATEMENT EFFECTIVE DATE, THERE
ARE NO OUTSTANDING SUBSCRIPTIONS, OPTIONS, WARRANTS, CALLS, RIGHTS OR OTHER
SIMILAR AGREEMENTS OR COMMITMENTS (OTHER THAN STOCK OPTIONS GRANTED TO EMPLOYEES
OR DIRECTORS AND DIRECTORS' QUALIFYING SHARES) OF ANY NATURE RELATING TO ANY
EQUITY INTERESTS OF PARENT, HOLDINGS, THE COMPANY OR ANY OF THE MATERIAL
SUBSIDIARIES, EXCEPT AS SET FORTH ON SCHEDULE 3.08(C).
(D)
EXCEPT TO THE EXTENT, IF ANY, SPECIFIED FOR
A SUBSIDIARY IN SCHEDULE 1.01(H), EACH SUBSIDIARY LISTED ON SCHEDULE 1.01(H)
OWNS NO PROPERTY OTHER THAN ANY DE MINIMUS ASSETS AND CONDUCTS NO BUSINESS OTHER
THAN DE MINIMUS BUSINESS.
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SECTION 3.09
Litigation; Compliance with Laws.
(a)
Except as set forth on
Schedule 3.09, there are no actions, suits, investigations or proceedings at law
or in equity or by or on behalf of any Governmental Authority or in arbitration
now pending, or, to the knowledge of Holdings or the Company, threatened in
writing against or affecting Holdings or the Company or any of their
Subsidiaries or any business, property or rights of any such person which