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 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 DESIRABLE 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)
AN ACCURATE ORGANIZATION CHART, SHOWING THE OWNERSHIP STRUCTURE OF
BORROWER AND EACH SUBSIDIARY ON THE THIRD AMENDMENT AND RESTATEMENT EFFECTIVE
DATE, AND AFTER GIVING EFFECT TO THE TRANSACTION, IS SET FORTH ON
SCHEDULE 3.09(C).
SECTION 3.10.
LITIGATION; COMPLIANCE WITH LAWS.
(A)
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
COMPANY, THREATENED AGAINST OR AFFECTING ANY COMPANY OR ANY BUSINESS, PROPERTY
OR RIGHTS OF ANY SUCH PERSON (I) THAT INVOLVE ANY LOAN DOCUMENT OR THE
TRANSACTIONS OR (II) AS TO WHICH THERE IS A REASONABLE POSSIBILITY OF AN ADVERSE
DETERMINATION AND THAT, IF ADVERSELY DETERMINED, COULD REASONABLY BE EXPECTED,
INDIVIDUALLY OR IN THE AGGREGATE, TO RESULT IN A MATERIAL ADVERSE EFFECT.
(B)
EXCEPT FOR MATTERS COVERED BY SECTION 3.20, NO COMPANY OR ANY OF
ITS PROPERTY IS IN VIOLATION OF, NOR WILL THE CONTINUED OPERATION OF THEIR
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 THE REAL PROPERTY 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 3.11.
AGREEMENTS.
(A)
NO COMPANY IS A PARTY TO ANY AGREEMENT OR INSTRUMENT OR SUBJECT TO
ANY CORPORATE OR OTHER CONSTITUTIONAL RESTRICTION THAT HAS RESULTED OR COULD
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
(B)
NO COMPANY IS IN DEFAULT IN ANY MANNER UNDER ANY PROVISION OF ANY
INDENTURE OR OTHER AGREEMENT OR INSTRUMENT EVIDENCING INDEBTEDNESS, OR ANY OTHER
AGREEMENT OR INSTRUMENT TO WHICH IT IS A PARTY OR BY WHICH IT OR ANY OF ITS
PROPERTY ARE OR MAY BE BOUND, WHERE SUCH DEFAULT COULD REASONABLY BE EXPECTED TO
RESULT IN A MATERIAL ADVERSE EFFECT.
(C)
SCHEDULE 3.11(C) ACCURATELY AND COMPLETELY LISTS ALL MATERIAL
AGREEMENTS (OTHER THAN LEASES OF REAL PROPERTY SET FORTH ON SCHEDULE 3.06(B)) TO
WHICH ANY COMPANY IS A PARTY WHICH ARE IN EFFECT ON THE DATE HEREOF IN
CONNECTION WITH THE OPERATION OF THE BUSINESS CONDUCTED