CONSISTENT WITH ALL
APPLICABLE LAWS, STATUTES AND REGULATIONS.
NO PART OF THE PROCEEDS RECEIVED
FROM THE BORROWER FROM THE LOANS WILL BE USED DIRECTLY OR INDIRECTLY FOR THE
PURPOSE OF PURCHASING OR CARRYING, OR FOR THE PAYMENT IN WHOLE OR IN PART OF
DEBT WHICH WAS INCURRED FOR THE PURPOSE OF PURCHASING OR CARRYING, ANY MARGIN
STOCK AS SUCH TERM IS DEFINED IN REGULATION U.
SECTION 3.14.
NAME CHANGES.
THE NAME OF THE BORROWER FIRST SET FORTH
ABOVE IS ITS TRUE, CORRECT AND COMPLETE NAME.
AS OF THE DATE HEREOF, EXCEPT AS
DISCLOSED ON SCHEDULE 3.14, THE BORROWER HAS NOT, WITHIN THE FIVE-YEAR PERIOD
IMMEDIATELY PRECEDING THE DATE HEREOF, CHANGED ITS NAME, BEEN THE SURVIVING
ENTITY OF A MERGER OR CONSOLIDATION, OR ACQUIRED ALL OR SUBSTANTIALLY ALL OF THE
ASSETS OF ANY PERSON.
SECTION 3.15.
CONDITION OF ASSETS; PERMITS; ETC.
ALL OF THE ASSETS AND
PROPERTIES OF THE BORROWER AND EACH SUBSIDIARY WHICH ARE REASONABLY NECESSARY
FOR THE OPERATION OF ITS BUSINESS ARE IN GOOD WORKING ORDER AND CONDITION,
ORDINARY WEAR AND TEAR EXCEPTED, AND ARE ABLE TO PERFORM THE FUNCTION FOR WHICH
THEY ARE CURRENTLY BEING USED. THE BORROWER AND EACH SUBSIDIARY POSSESSES ALL
PERMITS, LICENSES, CONSENTS AND APPROVALS OF GOVERNMENTAL AND REGULATORY
AUTHORITIES AND OTHER PERSONS NECESSARY TO CONDUCT ITS BUSINESS.
SECTION 3.16.
ERISA/PENSION PLANS.
(A)
NEITHER THE BORROWER NOR ANY
SUBSIDIARY OF THE BORROWER MAINTAINS OR CONTRIBUTES TO ANY BENEFIT PLAN OTHER
THAN THOSE LISTED ON SCHEDULE 3.16.
(B)
EACH BENEFIT PLAN IS IN SUBSTANTIAL COMPLIANCE WITH THE APPLICABLE
PROVISIONS OF ERISA AND THE CODE AND OTHER APPLICABLE LAWS, AND NEITHER THE
BORROWER NOR ANY SUBSIDIARY OF THE BORROWER HAS RECEIVED ANY NOTICE ASSERTING
THAT ANY BENEFIT PLAN IS NOT IN COMPLIANCE WITH ERISA OR SUCH PROVISIONS OF THE
CODE OR OTHER APPLICABLE LAWS.
(C)
EACH BENEFIT PLAN WHICH IS INTENDED TO BE TAX-QUALIFIED HAS BEEN
DETERMINED BY THE IRS TO BE QUALIFIED UNDER SECTION 401(A) OF THE CODE AND THE
REGULATIONS PROMULGATED THEREUNDER AND NEITHER THE BORROWER NOR ANY SUBSIDIARY
OF THE BORROWER KNOWS OR HAS REASON TO KNOW WHY EACH SUCH BENEFIT PLAN SHOULD
NOT AT ALL TIMES CONTINUE TO BE SO QUALIFIED, AND EACH TRUST RELATED TO SUCH
BENEFIT PLAN HAS BEEN DETERMINED TO BE EXEMPT FROM FEDERAL INCOME TAX UNDER
SECTION 501(A) OF THE CODE.
(D)
NEITHER THE BORROWER NOR ANY SUBSIDIARY OF THE BORROWER HAS
ENGAGED IN ANY PROHIBITED TRANSACTION FOR WHICH AN EXEMPTION IS NOT AVAILABLE OR
HAS NOT BEEN PREVIOUSLY OBTAINED FROM THE DEPARTMENT OF LABOR IN CONNECTION WITH
WHICH THE BORROWER OR ANY SUBSIDIARY OF THE BORROWER COULD BE SUBJECT TO EITHER
A CIVIL PENALTY ASSESSED PURSUANT TO SECTION 502(I) OF ERISA OR TAX IMPOSED BY
SECTION 4975 OF THE CODE.
(E)
NEITHER THE BORROWER NOR ANY ERISA AFFILIATE MAINTAINS, SPONSORS,
CONTRIBUTES OR IS OTHERWISE OBLIGATED TO CONTRIBUTE TO, OR DURING THE THREE (3)
YEARS ENDING ON THE DATE HEREOF, HAS MAINTAINED, SPONSORED, CONTRIBUTED TO OR
WAS OBLIGATED TO CONTRIBUTE TO, ANY PLAN.
(F)
NO WELFARE PLAN WHICH THE