ALL EQUITY INTERESTS OF EACH COMPANY ARE DULY AND
VALIDLY ISSUED AND ARE FULLY PAID AND NON-ASSESSABLE, AND, OTHER THAN THE EQUITY
INTERESTS OF BORROWER, ARE OWNED BY BORROWER, DIRECTLY OR INDIRECTLY THROUGH
WHOLLY OWNED RESTRICTED SUBSIDIARIES. EACH LOAN PARTY IS THE RECORD AND
BENEFICIAL OWNER OF, AND HAS GOOD AND MARKETABLE TITLE TO, THE EQUITY INTERESTS
PLEDGED BY IT UNDER THE SECURITY AGREEMENT, FREE OF ANY AND ALL LIENS, RIGHTS OR
CLAIMS OF OTHER PERSONS, EXCEPT THE SECURITY INTEREST CREATED BY THE SECURITY
AGREEMENT AND PERMITTED LIENS, AND THERE ARE NO OUTSTANDING WARRANTS, OPTIONS OR
OTHER RIGHTS TO PURCHASE, OR SHAREHOLDER, VOTING TRUST OR SIMILAR AGREEMENTS
OUTSTANDING WITH RESPECT TO, OR PROPERTY THAT IS CONVERTIBLE INTO, OR THAT
REQUIRES THE ISSUANCE OR SALE OF, ANY SUCH EQUITY INTERESTS.
(B)
NO CONSENT OF THIRD PARTIES REQUIRED. EXCEPT AS SET FORTH ON
SCHEDULE 3.07(B), NO CONSENT OF ANY PERSON INCLUDING ANY OTHER GENERAL OR
LIMITED PARTNER, ANY OTHER MEMBER OF A LIMITED LIABILITY COMPANY, ANY OTHER
SHAREHOLDER OR ANY OTHER TRUST BENEFICIARY IS NECESSARY OR REASONABLY DESIRABLE
(FROM THE PERSPECTIVE OF A SECURED PARTY) IN CONNECTION WITH THE CREATION,
PERFECTION OR FIRST PRIORITY STATUS OF THE SECURITY INTEREST OF THE COLLATERAL
AGENT IN ANY EQUITY INTERESTS PLEDGED TO THE COLLATERAL AGENT FOR THE BENEFIT OF
THE SECURED PARTIES UNDER THE SECURITY AGREEMENT OR THE EXERCISE BY THE
COLLATERAL AGENT OF THE VOTING OR OTHER RIGHTS PROVIDED FOR IN THE SECURITY
AGREEMENT OR THE EXERCISE OF REMEDIES IN RESPECT THEREOF.
(C)
ORGANIZATIONAL CHART. AN ACCURATE ORGANIZATIONAL CHART, SHOWING
THE OWNERSHIP STRUCTURE OF BORROWER AND EACH SUBSIDIARY ON THE CLOSING DATE, AND
AFTER GIVING EFFECT TO THE TRANSACTIONS, IS SET FORTH ON SCHEDULE 10(A) TO THE
PERFECTION CERTIFICATE DATED THE CLOSING DATE.
SECTION 3.08
LITIGATION; COMPLIANCE WITH LAWS. THERE ARE NO
ACTIONS, SUITS OR PROCEEDINGS AT LAW OR IN EQUITY BY OR BEFORE ANY GOVERNMENTAL
AUTHORITY NOW PENDING OR, TO THE KNOWLEDGE OF ANY LOAN PARTY, THREATENED AGAINST
OR AFFECTING ANY COMPANY OR ANY BUSINESS, PROPERTY OR RIGHTS OF ANY COMPANY
(I) THAT INVOLVE ANY LOAN DOCUMENT OR ANY OF THE TRANSACTIONS OR ADDITIONAL
TRANSACTIONS OR (II) AS TO WHICH THERE IS A REASONABLE POSSIBILITY OF AN ADVERSE
DETERMINATION AND THAT, IF ADVERSELY DETERMINED, COULD REASONABLY BE EXPECTED,
IN THE AGGREGATE, TO RESULT IN A MATERIAL ADVERSE EFFECT. EXCEPT FOR MATTERS
COVERED BY SECTION 3.18, NO COMPANY OR ANY OF ITS PROPERTY IS IN VIOLATION OF,
NOR WILL THE CONTINUED OPERATION OF ITS PROPERTY AS CURRENTLY CONDUCTED VIOLATE,
ANY REQUIREMENTS OF LAW (INCLUDING ANY ZONING OR BUILDING ORDINANCE, CODE OR
APPROVAL OR ANY BUILDING PERMITS) OR ANY RESTRICTIONS OF RECORD OR AGREEMENTS
AFFECTING ANY COMPANY'S REAL PROPERTY OR IS IN DEFAULT WITH RESPECT TO ANY
REQUIREMENT OF LAW,
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where such violation or default, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect.
SECTION 3.09
AGREEMENTS. NO COMPANY IS IN DEFAULT IN ANY MANNER
UNDER ANY PROVISION OF ANY INDENTURE OR OTHER AGREEMENT OR INSTRUMENT