OF REDUCING OR RETIRING ANY INDEBTEDNESS WHICH WAS
ORIGINALLY INCURRED TO PURCHASE OR CARRY, ANY MARGIN STOCK OR FOR ANY OTHER
PURPOSE WHICH MIGHT CONSTITUTE THE TRANSACTIONS CONTEMPLATED HEREBY A "PURPOSE
CREDIT" WITHIN THE MEANING OF SAID REGULATION U, OR CAUSE THIS AGREEMENT TO
VIOLATE REGULATION U, REGULATION T, REGULATION X, OR ANY OTHER REGULATION OF THE
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM OR THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED.
IF REQUESTED BY THE AGENT, THE BORROWER WILL PROMPTLY
FURNISH THE AGENT WITH A STATEMENT IN CONFORMITY WITH THE REQUIREMENTS OF
FEDERAL RESERVE FORM U-1 REFERRED TO IN SAID REGULATION U.
3.16.
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974.
SCHEDULE
3.16
ATTACHED HERETO SETS FORTH A TRUE, CORRECT AND COMPLETE LIST OF ALL EMPLOYEE
BENEFIT PLANS AND ARRANGEMENTS OF THE BORROWER, INCLUDING, WITHOUT LIMITATION,
ALL PENSION, PROFIT SHARING OR SIMILAR PLANS PROVIDING FOR A PROGRAM OF DEFERRED
COMPENSATION TO ANY EMPLOYEE OR ANY PLAN SUBJECT TO THE PROVISIONS OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA").
THE
TERMS USED IN THIS SUBSECTION 3.16 AND IN SUBSECTION 5.1 AND SUBSECTION 6.10 OF
THIS AGREEMENT SHALL HAVE THE MEANINGS ASSIGNED THERETO IN THE APPLICABLE
PROVISIONS OF ERISA AND THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"IRC"), AND THE TERM "AFFILIATED COMPANY" SHALL MEAN THE BORROWER AND ALL
CORPORATIONS, PARTNERSHIPS, TRADES OR BUSINESSES (WHETHER OR NOT INCORPORATED)
WHICH CONSTITUTE A CONTROLLED GROUP OF CORPORATIONS WITH THE BORROWER, A GROUP
OF AFFILIATED SERVICE GROUP OR OTHER AFFILIATED GROUP, WITHIN THE MEANING OF
SECTION 414(B), SECTION 414(C), SECTION 414(M) OR SECTION 414(O), RESPECTIVELY,
OF THE IRC, OR SECTION 4001 OF ERISA.
THE BORROWER AND EACH EMPLOYEE BENEFIT
PLAN SPONSORED BY AN AFFILIATED COMPANY AND, TO THE BEST OF THE BORROWER'S
KNOWLEDGE, EACH MULTI-EMPLOYER PLAN (AS DEFINED IN SECTION 4001(A)(3) OF ERISA)
TO WHICH ANY AFFILIATED COMPANY MAKES CONTRIBUTIONS, ARE IN MATERIAL COMPLIANCE
WITH APPLICABLE PROVISIONS OF ERISA AND THE IRC.
NO AFFILIATED COMPANY HAS
INCURRED ANY MATERIAL LIABILITY TO THE PENSION BENEFIT GUARANTY CORPORATION
("PBGC") OR ANY EMPLOYEE BENEFIT PLAN ON ACCOUNT OF ANY FAILURE TO MEET THE
CONTRIBUTION REQUIREMENTS OF ANY SUCH PLAN, MINIMUM FUNDING REQUIREMENTS OR
PROHIBITED TRANSACTIONS UNDER ERISA OR THE IRC, TERMINATION OF A SINGLE EMPLOYER
PLAN, PARTIAL OR COMPLETE WITHDRAWAL FROM A MULTI-EMPLOYER PLAN, OR THE
INSOLVENCY, REORGANIZATION OR TERMINATION OF ANY MULTI-EMPLOYER PLAN, AND NO
EVENT HAS OCCURRED OR CONDITIONS EXIST WHICH PRESENT A MATERIAL RISK THAT ANY
AFFILIATED COMPANY WILL INCUR ANY MATERIAL LIABILITY ON ACCOUNT OF ANY OF THE
FOREGOING CIRCUMSTANCES.
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT WILL NOT RESULT IN ANY PROHIBITED TRANSACTION UNDER ERISA OR THE
IRC FOR WHICH AN EXEMPTION IS NOT AVAILABLE.
3.17.
RESERVED.
3.18.
ENVIRONMENTAL MATTERS.
NEITHER THE BORROWER NOR ANY US SUBSIDIARY
HAS EVER CAUSED OR PERMITTED ANY HAZARDOUS MATERIAL TO BE DISPOSED OF ON OR
UNDER ANY REAL PROPERTY OWNED, LEASED OR OPERATED BY THE BORROWER AND/OR ANY US
SUBSIDIARY IN MATERIAL VIOLATION OF APPLICABLE LAW AND