SECURITIES LAWS.
(E)
SECTION 3.7(E) OF THE DISCLOSURE SCHEDULE
SETS FORTH A TRUE AND COMPLETE LIST OF (X) EACH OF THE SUBSIDIARIES OF THE
COMPANY AND (Y) THE AGGREGATE NUMBER OF AUTHORIZED SHARES OF CAPITAL STOCK OF
SUCH SUBSIDIARY. THE COMPANY OWNS ALL OF THE ISSUED AND OUTSTANDING CAPITAL
STOCK OF THE SUBSIDIARIES, FREE AND CLEAR OF ALL LIENS OTHER THAN LIENS IN FAVOR
OF THE HOLDERS OF THE EXISTING NOTES. ALL OF SUCH SHARES OF CAPITAL STOCK ARE
DULY AUTHORIZED, VALIDLY ISSUED, FULLY PAID AND NON-ASSESSABLE, AND WERE ISSUED
IN COMPLIANCE WITH THE REGISTRATION AND QUALIFICATION REQUIREMENTS OF ALL
APPLICABLE FEDERAL, STATE, PROVINCIAL, AND FOREIGN SECURITIES LAWS. THERE ARE NO
OPTIONS, WARRANTS, CONVERSION PRIVILEGES, SUBSCRIPTION OR PURCHASE RIGHTS OR
OTHER RIGHTS PRESENTLY OUTSTANDING TO PURCHASE OR OTHERWISE ACQUIRE ANY
AUTHORIZED BUT UNISSUED, UNAUTHORIZED OR TREASURY SHARES OF CAPITAL STOCK OR
OTHER SECURITIES OF, OR ANY PROPRIETARY INTEREST IN, ANY OF THE SUBSIDIARIES,
AND THERE IS NO OUTSTANDING SECURITY OF ANY KIND CONVERTIBLE INTO OR
EXCHANGEABLE FOR SUCH SHARES OR PROPRIETARY INTEREST.
Section 3.8
No Default or Breach;
Contractual Obligations; Restrictions on Business.
(A)
EXCEPT AS SET FORTH ON SECTION 3.8(A) OF
THE DISCLOSURE SCHEDULE, NEITHER THE COMPANY NOR ANY SUBSIDIARY HAS RECEIVED
NOTICE OF A DEFAULT AND IS NOT IN MATERIAL DEFAULT UNDER, OR WITH RESPECT TO,
ANY CONTRACTUAL OBLIGATION FILED AS AN EXHIBIT TO OR DESCRIBED IN THE SEC
DOCUMENTS OR WHICH IS OTHERWISE MATERIAL TO THE CONDITION OF THE COMPANY, NOR
DOES ANY CONDITION EXIST THAT WITH NOTICE OR LAPSE OF TIME OR BOTH WOULD
CONSTITUTE A MATERIAL DEFAULT THEREUNDER. ALL OF SUCH CONTRACTUAL OBLIGATIONS
ARE VALID, SUBSISTING, IN FULL FORCE AND EFFECT AND BINDING UPON THE COMPANY OR
SUCH SUBSIDIARY AND THE OTHER PARTIES THERETO, AND THE COMPANY OR SUCH
SUBSIDIARY HAS PAID IN FULL OR ACCRUED ALL AMOUNTS DUE THEREUNDER AND HAS
SATISFIED IN FULL OR PROVIDED FOR ALL OF ITS LIABILITIES AND OBLIGATIONS
THEREUNDER. TO THE KNOWLEDGE OF THE COMPANY, NO OTHER PARTY TO ANY SUCH
CONTRACTUAL OBLIGATION IS IN MATERIAL DEFAULT THEREUNDER, NOR DOES ANY CONDITION
EXIST THAT WITH NOTICE OR LAPSE OF TIME OR BOTH WOULD CONSTITUTE A MATERIAL
DEFAULT BY SUCH OTHER PARTY THEREUNDER. THERE IS NO AGREEMENT (NON-COMPETITION
OR OTHERWISE), COMMITMENT, JUDGMENT, INJUNCTION, ORDER OR DECREE TO WHICH THE
COMPANY OR ANY OF ITS SUBSIDIARIES IS A PARTY OR OTHERWISE BINDING UPON THE
COMPANY OR ANY OF ITS SUBSIDIARIES WHICH HAS OR MAY REASONABLY BE EXPECTED TO
HAVE THE EFFECT OF (I) PROHIBITING OR IMPAIRING (A) ANY BUSINESS PRACTICE OF THE
COMPANY OR ANY OF ITS SUBSIDIARIES, (B) ANY ACQUISITION OF PROPERTY (TANGIBLE OR
INTANGIBLE) BY THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR (C) THE CONDUCT OF
BUSINESS BY THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR (II) OTHERWISE LIMITING
THE FREEDOM OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, TO ENGAGE IN ANY LINE OF
BUSINESS OR TO COMPETE WITH ANY PERSON. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS