BEEN IN VIOLATION OF THE FAIR LABOR
STANDARDS ACT OR ANY OTHER APPLICABLE REQUIREMENT OF LAW DEALING WITH SUCH
MATTERS; AND (C) ALL PAYMENTS DUE FROM ANY GROUP MEMBER ON ACCOUNT OF EMPLOYEE
HEALTH AND WELFARE INSURANCE HAVE BEEN PAID OR ACCRUED AS A LIABILITY ON THE
BOOKS OF THE RELEVANT GROUP MEMBER.
3.13
ERISA.
NEITHER A REPORTABLE EVENT NOR AN
"ACCUMULATED FUNDING DEFICIENCY" (WITHIN THE MEANING OF SECTION 412 OF THE CODE
OR SECTION 302 OF ERISA) HAS OCCURRED DURING THE FIVE-YEAR PERIOD PRIOR TO THE
DATE ON WHICH THIS REPRESENTATION IS MADE OR DEEMED MADE WITH RESPECT TO ANY
PLAN, AND EACH PLAN HAS COMPLIED IN ALL MATERIAL RESPECTS WITH THE APPLICABLE
PROVISIONS OF ERISA AND THE CODE.
NO TERMINATION OF A SINGLE EMPLOYER PLAN HAS
OCCURRED, AND NO LIEN IN FAVOR OF THE PBGC OR A PLAN HAS ARISEN, DURING SUCH
FIVE-YEAR PERIOD.
THE PRESENT VALUE OF ALL ACCRUED BENEFITS UNDER EACH SINGLE
EMPLOYER PLAN (BASED ON THOSE ASSUMPTIONS USED TO FUND SUCH PLANS) DID NOT, AS
OF THE LAST ANNUAL VALUATION DATE PRIOR TO THE DATE ON WHICH THIS REPRESENTATION
IS MADE OR DEEMED MADE, EXCEED THE VALUE OF THE ASSETS OF SUCH PLAN ALLOCABLE TO
SUCH ACCRUED BENEFITS BY A MATERIAL AMOUNT.
NEITHER THE BORROWER NOR ANY
COMMONLY CONTROLLED ENTITY HAS HAD A COMPLETE OR PARTIAL WITHDRAWAL FROM ANY
MULTIEMPLOYER PLAN THAT HAS RESULTED OR COULD REASONABLY BE EXPECTED TO RESULT
IN A MATERIAL LIABILITY UNDER ERISA, AND NEITHER THE BORROWER NOR ANY COMMONLY
CONTROLLED ENTITY WOULD BECOME SUBJECT TO ANY MATERIAL LIABILITY UNDER ERISA IF
THE BORROWER OR ANY SUCH COMMONLY CONTROLLED ENTITY WERE TO WITHDRAW COMPLETELY
FROM ALL MULTIEMPLOYER PLANS AS OF THE VALUATION DATE MOST CLOSELY PRECEDING THE
DATE ON WHICH THIS REPRESENTATION IS MADE OR DEEMED MADE.
NO SUCH MULTIEMPLOYER
PLAN IS IN REORGANIZATION OR INSOLVENT.
3.14
INVESTMENT COMPANY ACT; OTHER REGULATIONS.
NO
LOAN PARTY IS AN "INVESTMENT COMPANY", OR A COMPANY "CONTROLLED" BY AN
"INVESTMENT COMPANY", WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940,
AS AMENDED.
NO LOAN PARTY IS SUBJECT TO REGULATION UNDER ANY REQUIREMENT OF LAW
(OTHER THAN REGULATION X OF THE BOARD) THAT LIMITS ITS ABILITY TO INCUR
INDEBTEDNESS.
3.15
USE OF PROCEEDS.
THE PROCEEDS OF THE REVOLVING
LOANS SHALL BE USED FOR GENERAL CORPORATE PURPOSES, INCLUDING ACQUISITIONS.
3.16
ENVIRONMENTAL MATTERS.
THE BORROWER AND EACH
SUBSIDIARY HAS COMPLIED WITH ALL APPLICABLE ENVIRONMENTAL LAWS, EXCEPT TO THE
EXTENT THAT THE FAILURE TO SO COMPLY COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
THE BORROWER'S AND THE SUBSIDIARIES' FACILITIES DO NOT
CONTAIN ANY HAZARDOUS WASTES, HAZARDOUS SUBSTANCES, HAZARDOUS MATERIALS, TOXIC
SUBSTANCES OR TOXIC POLLUTANTS REGULATED UNDER ANY ENVIRONMENTAL LAW, IN
VIOLATION OF ANY SUCH LAW, OR ANY RULES OR
23
regulations promulgated pursuant thereto, except for violations that could not
reasonably be expected to have a Material Adverse Effect. The Borrower is aware
of no events, conditions or circumstances involving environmental pollution or
contamination or public or employee health or safety, in each