OR MAINTAIN SUCH COLLATERAL WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE,
HAVE A MATERIAL ADVERSE EFFECT.
(C)
PRFS AND EACH PRFS SUBSIDIARY MAINTAIN INSURANCE IN AMOUNTS CONSIDERED BY
PRFS TO BE REASONABLE FOR THEIR RESPECTIVE OPERATIONS, AND SUCH INSURANCE IS
SIMILAR IN SCOPE AND COVERAGE IN ALL MATERIAL RESPECTS TO THAT MAINTAINED BY
OTHER BUSINESSES SIMILARLY SITUATED.
NEITHER PRFS NOR ANY PRFS SUBSIDIARY HAS
RECEIVED NOTICE FROM ANY INSURANCE CARRIER THAT:
(I)
SUCH INSURANCE WILL BE CANCELLED OR THAT COVERAGE THEREUNDER WILL BE
REDUCED OR ELIMINATED; OR
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(II)
PREMIUM COSTS WITH RESPECT TO SUCH INSURANCE WILL BE SUBSTANTIALLY
INCREASED; EXCEPT TO THE EXTENT SUCH CANCELLATION, REDUCTION, ELIMINATION OR
INCREASE WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
(D)
PRFS AND EACH PRFS SUBSIDIARY MAINTAIN SUCH FIDELITY BONDS, DIRECTORS' AND
OFFICERS' LIABILITY INSURANCE AND ERRORS AND OMISSIONS INSURANCE AS MAY BE
CUSTOMARY OR REQUIRED UNDER APPLICABLE LAWS OR REGULATIONS.
3.10 LEGAL PROCEEDINGS.
EXCEPT AS SET FORTH IN PRFS DISCLOSURE SCHEDULE 3.10,
NEITHER PRFS NOR ANY PRFS SUBSIDIARY IS A PARTY TO ANY, AND THERE ARE NO PENDING
OR, TO THE KNOWLEDGE OF PRFS, THREATENED, LEGAL, ADMINISTRATIVE, ARBITRATION OR
OTHER PROCEEDINGS, CLAIMS, ACTIONS, CUSTOMER COMPLAINTS, OR GOVERNMENTAL
INVESTIGATIONS OR INQUIRIES OF ANY NATURE:
(A)
AGAINST PRFS OR ANY PRFS SUBSIDIARY;
(B)
TO WHICH THE ASSETS OF PRFS OR ANY PRFS SUBSIDIARY ARE SUBJECT;
(C)
CHALLENGING THE VALIDITY OR PROPRIETY OF ANY OF THE CONTEMPLATED
TRANSACTIONS; OR
(D)
WHICH COULD MATERIALLY ADVERSELY AFFECT THE ABILITY OF PRFS, BLUE BALL OR
ANY OTHER PRFS SUBSIDIARY TO PERFORM THEIR RESPECTIVE OBLIGATIONS UNDER THIS
AGREEMENT AND THE BANK PLAN OF MERGER; EXCEPT FOR ANY PROCEEDINGS, CLAIMS,
ACTIONS, INVESTIGATIONS, OR INQUIRIES REFERRED TO IN CLAUSES (A) OR (B) OF THIS
SECTION 3.10 WHICH, INDIVIDUALLY OR IN THE AGGREGATE, WOULD NOT HAVE A MATERIAL
ADVERSE EFFECT.
3.11 COMPLIANCE WITH APPLICABLE LAW AND AGREEMENTS.
(A)
PRFS AND EACH PRFS SUBSIDIARY HOLD ALL LICENSES, FRANCHISES, PERMITS AND
AUTHORIZATIONS NECESSARY FOR THE LAWFUL CONDUCT OF THEIR RESPECTIVE BUSINESSES
UNDER, AND HAVE COMPLIED IN ALL MATERIAL RESPECTS WITH, APPLICABLE LAWS,
STATUTES, ORDERS, RULES OR REGULATIONS OF ANY REGULATORY AUTHORITY RELATING TO
THEM, OTHER THAN WHERE SUCH FAILURE TO HOLD OR SUCH NONCOMPLIANCE WILL NEITHER
RESULT IN A LIMITATION IN ANY MATERIAL RESPECT ON THE CONDUCT OF ITS BUSINESSES
OR OTHERWISE HAVE A MATERIAL ADVERSE EFFECT.
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(B)
PRFS AND EACH PRFS SUBSIDIARY HAVE FILED ALL REPORTS, REGISTRATIONS AND
STATEMENTS, TOGETHER WITH ANY AMENDMENTS REQUIRED TO BE MADE WITH RESPECT
THERETO, THAT THEY WERE REQUIRED TO FILE WITH ANY REGULATORY AUTHORITY, AND HAVE
FILED ALL OTHER REPORTS AND STATEMENTS REQUIRED TO BE FILED BY THEM, INCLUDING
WITHOUT LIMITATION ANY REPORT OR STATEMENT REQUIRED TO BE FILED PURSUANT TO THE
LAWS, RULES OR REGULATIONS OF THE UNITED STATES, ANY STATE OR ANY REGULATORY
AUTHORITY, AND HAVE PAID ALL FEES AND ASSESSMENTS DUE AND PAYABLE IN CONNECTION
THEREWITH, EXCEPT WHERE THE FAILURE TO FILE SUCH REPORT, REGISTRATION OR
STATEMENT OR TO PAY SUCH FEES AND ASSESSMENTS, EITHER INDIVIDUALLY OR IN THE
AGGREGATE, WOULD