a result of the Contemplated Transactions, the termination
of which will have a Material Adverse Effect.
(II)
EXCEPT AS OTHERWISE DESCRIBED IN PRFS DISCLOSURE SCHEDULE 3.08(A) OR PRFS
DISCLOSURE SCHEDULE 3.12(A), NO PLAN, EMPLOYMENT AGREEMENT, TERMINATION
AGREEMENT OR SIMILAR AGREEMENT OR ARRANGEMENT TO WHICH PRFS OR ANY PRFS
SUBSIDIARY IS A PARTY OR BY WHICH PRFS OR ANY PRFS SUBSIDIARY MAY BE BOUND:
(A)
CONTAINS PROVISIONS WHICH PERMIT AN EMPLOYEE OR AN INDEPENDENT CONTRACTOR
TO TERMINATE IT WITHOUT CAUSE AND CONTINUE TO ACCRUE FUTURE BENEFITS THEREUNDER;
(B)
PROVIDES FOR ACCELERATION IN THE VESTING OF BENEFITS THEREUNDER UPON THE
OCCURRENCE OF A CHANGE IN OWNERSHIP OR CONTROL OR MERGER OR OTHER ACQUISITION OF
PRFS OR ANY PRFS SUBSIDIARY; OR
(C)
REQUIRES PRFS OR ANY PRFS SUBSIDIARY TO PROVIDE A BENEFIT IN THE FORM OF
PRFS COMMON STOCK OR DETERMINED BY REFERENCE TO THE VALUE OF PRFS COMMON STOCK.
3.09 OWNERSHIP OF PROPERTY; INSURANCE COVERAGE.
(A)
PRFS AND EACH PRFS SUBSIDIARY HAS, AND WILL HAVE AS TO PROPERTY ACQUIRED
AFTER THE DATE HEREOF, GOOD, AND AS TO REAL PROPERTY, MARKETABLE, TITLE TO ALL
MATERIAL ASSETS AND PROPERTIES OWNED BY PRFS OR SUCH PRFS SUBSIDIARY, WHETHER
REAL OR PERSONAL, TANGIBLE OR INTANGIBLE, INCLUDING SECURITIES, ASSETS AND
PROPERTIES REFLECTED IN THE BALANCE SHEETS CONTAINED IN THE PRFS FINANCIALS OR
ACQUIRED SUBSEQUENT THERETO (EXCEPT TO THE EXTENT THAT SUCH SECURITIES ARE HELD
IN ANY FIDUCIARY OR AGENCY CAPACITY AND EXCEPT TO THE EXTENT THAT SUCH ASSETS
AND PROPERTIES HAVE BEEN DISPOSED OF FOR FAIR VALUE, IN THE ORDINARY COURSE OF
BUSINESS, OR HAVE BEEN DISPOSED OF AS OBSOLETE SINCE THE DATE OF SUCH BALANCE
SHEETS), SUBJECT TO NO ENCUMBRANCES, LIENS, MORTGAGES, SECURITY INTERESTS OR
PLEDGES, EXCEPT:
(I)
THOSE ITEMS THAT SECURE LIABILITIES FOR BORROWED MONEY AND THAT ARE
DESCRIBED IN PRFS DISCLOSURE SCHEDULE 3.09(A) OR PERMITTED UNDER ARTICLE V
HEREOF;
28
(II)
STATUTORY LIENS FOR AMOUNTS NOT YET DELINQUENT OR WHICH ARE BEING
CONTESTED IN GOOD FAITH;
(III)
LIENS FOR CURRENT TAXES NOT YET DUE AND PAYABLE;
(IV)
PLEDGES TO SECURE DEPOSITS AND OTHER LIENS INCURRED IN THE ORDINARY COURSE
OF BANKING BUSINESS;
(V)
SUCH IMPERFECTIONS OF TITLE, EASEMENTS AND ENCUMBRANCES, IF ANY, AS ARE NOT
MATERIAL IN CHARACTER, AMOUNT OR EXTENT; AND
(VI)
DISPOSITIONS AND ENCUMBRANCES FOR ADEQUATE CONSIDERATION IN THE ORDINARY
COURSE OF BUSINESS.
PRFS and each PRFS Subsidiary have the right under leases of material properties
used by them in the conduct of their respective businesses to occupy and use all
such properties in all material respects as presently occupied and used by them.
(B)
WITH RESPECT TO ALL AGREEMENTS PURSUANT TO WHICH PRFS OR ANY PRFS
SUBSIDIARY HAS PURCHASED SECURITIES SUBJECT TO AN AGREEMENT TO RESELL, IF ANY,
PRFS OR SUCH PRFS SUBSIDIARY HAS A VALID, PERFECTED FIRST LIEN OR SECURITY
INTEREST IN THE SECURITIES OR OTHER COLLATERAL SECURING THE REPURCHASE
AGREEMENT, AND THE VALUE OF SUCH COLLATERAL EQUALS OR EXCEEDS THE AMOUNT OF THE
DEBT SECURED THEREBY, EXCEPT TO THE EXTENT THAT ANY FAILURE TO OBTAIN SUCH A
LIEN