CONDEMNATION PROCEEDING AFFECTING
ANY MATERIAL PROPERTY OR ANY SALE OR DISPOSITION THEREOF IN LIEU OF
CONDEMNATION.
(D)
IMMEDIATELY FOLLOWING THE CONSUMMATION OF THE TRANSACTIONS, NONE OF THE
PARENT, THE BORROWER OR ANY OF THE SUBSIDIARIES IS OBLIGATED UNDER ANY RIGHT OF
FIRST REFUSAL, OPTION OR OTHER CONTRACTUAL RIGHT TO SELL, ASSIGN OR OTHERWISE
DISPOSE OF ANY MATERIAL PROPERTY OR ANY INTEREST THEREIN.
SECTION 3.08.
SUBSIDIARIES.
THE PARENT DOES NOT HAVE ANY SUBSIDIARIES
OTHER THAN THE BORROWER AND SUBSIDIARIES OF THE BORROWER.
SCHEDULE 3.08 SETS
FORTH AS OF THE CLOSING DATE A LIST OF ALL SUBSIDIARIES OF THE PARENT AND THE
PERCENTAGE OWNERSHIP INTEREST OF THE PARENT THEREIN. THE SHARES OF CAPITAL STOCK
OR OTHER OWNERSHIP INTERESTS SO INDICATED ON SCHEDULE 3.08 ARE FULLY PAID AND
NON-ASSESSABLE AND ARE OWNED BY THE PARENT, DIRECTLY OR INDIRECTLY, FREE AND
CLEAR OF ALL LIENS.
SECTION 3.09.
LITIGATION; COMPLIANCE WITH LAWS.
(A)
THERE ARE NO
ACTIONS, SUITS OR PROCEEDINGS AT LAW OR IN EQUITY OR BY OR BEFORE ANY
GOVERNMENTAL AUTHORITY NOW PENDING OR, TO THE KNOWLEDGE OF THE PARENT OR THE
BORROWER, THREATENED AGAINST THE PARENT, THE BORROWER OR ANY SUBSIDIARY OR ANY
BUSINESS, PROPERTY OR RIGHTS OF ANY SUCH PERSON (I) THAT PURPORT TO AFFECT OR
PERTAIN TO ANY LOAN DOCUMENT OR THE TRANSACTIONS OR (II) EXCEPT AS SET FORTH ON
SCHEDULE 3.09, AS TO WHICH THERE IS A REASONABLE POSSIBILITY OF AN ADVERSE
DETERMINATION AND THAT, IF ADVERSELY
36
DETERMINED, COULD REASONABLY BE EXPECTED, INDIVIDUALLY OR IN THE AGGREGATE, TO
RESULT IN A MATERIAL ADVERSE EFFECT.
(B)
NONE OF THE PARENT, THE BORROWER OR ANY OF THE SUBSIDIARIES OR ANY OF
THEIR RESPECTIVE MATERIAL PROPERTIES IS IN VIOLATION OF, NOR WILL THE CONTINUED
OPERATION OF THEIR MATERIAL PROPERTIES AS CURRENTLY OPERATED VIOLATE, ANY
APPLICABLE LAW, RULE OR REGULATION (INCLUDING ANY ZONING, BUILDING, ORDINANCE,
CODE OR APPROVAL OR ANY BUILDING PERMITS) OR ANY RESTRICTIONS OF RECORD OR
AGREEMENTS AFFECTING THE PROPERTIES, OR IS IN DEFAULT WITH RESPECT TO ANY
JUDGMENT, WRIT, INJUNCTION, DECREE OR ORDER OF ANY GOVERNMENTAL AUTHORITY.
SECTION 3.10.
AGREEMENTS.
OTHER THAN AS COULD NOT REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT, NONE OF THE PARENT, THE
BORROWER OR ANY OF THE SUBSIDIARIES IS IN DEFAULT UNDER ANY INDENTURE OR OTHER
AGREEMENT OR INSTRUMENT EVIDENCING INDEBTEDNESS, OR ANY OTHER MATERIAL AGREEMENT
OR INSTRUMENT TO WHICH IT IS A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTIES OR
ASSETS ARE BOUND.
SECTION 3.11.
FEDERAL RESERVE REGULATIONS.
(A)
NONE OF THE PARENT,
THE BORROWER OR ANY OF THE SUBSIDIARIES IS ENGAGED PRINCIPALLY, OR AS ONE OF ITS
IMPORTANT ACTIVITIES, IN THE BUSINESS OF EXTENDING CREDIT FOR THE PURPOSE OF
BUYING OR CARRYING MARGIN STOCK.
(B)
NO PART OF THE PROCEEDS OF ANY LOAN WILL BE USED TO PURCHASE OR CARRY ANY
MARGIN STOCK OR TO EXTEND CREDIT TO OTHERS FOR THE PURPOSE OF PURCHASING OR
CARRYING ANY MARGIN STOCK IN VIOLATION OF REGULATION U OR REGULATION X ISSUED BY
THE BOARD.
SECTION 3.12.
INVESTMENT COMPANY ACT.