SUPPORT.
(A)
SCHEDULE 3.08(A) SETS FORTH AS OF THE RESTATEMENT DATE A LIST OF ALL
SUBSIDIARIES (OTHER THAN DESIGNATED REAL ESTATE ASSET SUBSIDIARIES) OF HOLDINGS,
THE PERCENTAGE OWNERSHIP INTEREST OF HOLDINGS, THE BORROWER OR OTHER
SUBSIDIARIES THEREIN AND WHETHER SUCH SUBSIDIARY IS AN INACTIVE SUBSIDIARY.
THE
SHARES OF CAPITAL STOCK OR OTHER OWNERSHIP INTERESTS SO INDICATED ON
SCHEDULE 3.08(A) ARE FULLY PAID AND NON-ASSESSABLE AND ARE OWNED BY HOLDINGS OR
THE BORROWER, DIRECTLY OR INDIRECTLY, FREE AND CLEAR OF ALL LIENS (OTHER THAN
LIENS CREATED UNDER THE SECURITY DOCUMENTS).
(B)
SCHEDULE 3.08(B) SETS FORTH, AS OF THE RESTATEMENT DATE, A TRUE AND CORRECT
DESCRIPTION OF ALL DESIGNATED REAL ESTATE CREDIT SUPPORT.
SECTION 3.09.
LITIGATION; COMPLIANCE WITH LAWS.
(A)
EXCEPT AS SET FORTH ON
SCHEDULE 3.09, THERE ARE NOT ANY ACTIONS, SUITS OR PROCEEDINGS AT LAW OR IN
EQUITY OR BY OR BEFORE ANY GOVERNMENTAL AUTHORITY NOW PENDING OR, TO THE
KNOWLEDGE OF HOLDINGS OR THE BORROWER, THREATENED AGAINST OR AFFECTING HOLDINGS
OR THE BORROWER OR ANY SUBSIDIARY OR ANY BUSINESS, PROPERTY OR RIGHTS OF ANY
SUCH PERSON (I) THAT INVOLVE ANY LOAN DOCUMENT OR THE AMENDMENT TRANSACTIONS OR
(II) THAT COULD REASONABLY BE EXPECTED, INDIVIDUALLY OR IN THE AGGREGATE, TO
RESULT IN A MATERIAL ADVERSE EFFECT.
(B)
SINCE THE RESTATEMENT DATE, THERE HAS BEEN NO CHANGE IN THE STATUS OF THE
MATTERS DISCLOSED ON SCHEDULE 3.09 THAT, INDIVIDUALLY OR IN THE AGGREGATE, HAS
RESULTED IN, OR MATERIALLY INCREASED THE LIKELIHOOD OF, A MATERIAL ADVERSE
EFFECT.
(C)
NONE OF HOLDINGS, THE BORROWER OR ANY OF THE SUBSIDIARIES OR ANY OF THEIR
RESPECTIVE MATERIAL PROPERTIES OR ASSETS IS IN VIOLATION OF, NOR WILL THE
CONTINUED OPERATION OF THEIR MATERIAL PROPERTIES AND ASSETS AS CURRENTLY
CONDUCTED VIOLATE, ANY LAW, RULE OR REGULATION, OR IS IN DEFAULT WITH RESPECT TO
ANY JUDGMENT, WRIT, INJUNCTION, DECREE OR ORDER OF ANY GOVERNMENTAL AUTHORITY,
WHERE SUCH VIOLATION OR DEFAULT COULD REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT.
SECTION 3.10.
AGREEMENTS.
(A)
NONE OF HOLDINGS, THE BORROWER OR ANY OF THE
SUBSIDIARIES IS A PARTY TO ANY AGREEMENT OR INSTRUMENT OR SUBJECT TO ANY
CORPORATE RESTRICTION THAT HAS RESULTED OR COULD REASONABLY BE EXPECTED TO
RESULT IN A MATERIAL ADVERSE EFFECT.
(B)
NONE OF HOLDINGS, THE BORROWER OR ANY OF THE SUBSIDIARIES IS IN DEFAULT IN
ANY MANNER UNDER ANY PROVISION OF ANY INDENTURE OR OTHER AGREEMENT OR INSTRUMENT
EVIDENCING MATERIAL INDEBTEDNESS, OR ANY OTHER MATERIAL AGREEMENT OR INSTRUMENT
TO WHICH IT IS A PARTY OR BY
51
which it or any of its properties or assets are or may be bound, where such
default could reasonably be expected to result in a Material Adverse Effect.
SECTION 3.11.
FEDERAL RESERVE REGULATIONS.
(A)
NONE OF HOLDINGS, 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 OR ANY LETTER OF CREDIT WILL BE USED,