PENSION PLAN, INCURRED ANY WITHDRAWAL LIABILITY
WITH RESPECT TO ANY SUCH PLAN OR RECEIVED NOTICE OF ANY CLAIM OR DEMAND FOR
WITHDRAWAL LIABILITY OR PARTIAL WITHDRAWAL LIABILITY FROM ANY SUCH PLAN, AND NO
CONDITION HAS OCCURRED WHICH, IF CONTINUED, COULD RESULT IN A WITHDRAWAL OR
PARTIAL WITHDRAWAL FROM ANY SUCH PLAN, AND NO CREDIT PARTY NOR ANY MEMBER OF THE
CONTROLLED GROUP HAS RECEIVED ANY NOTICE THAT ANY MULTIEMPLOYER PENSION PLAN IS
IN REORGANIZATION, THAT INCREASED CONTRIBUTIONS MAY BE REQUIRED TO AVOID A
REDUCTION IN PLAN BENEFITS OR THE IMPOSITION OF ANY EXCISE TAX, THAT ANY SUCH
PLAN IS OR HAS BEEN FUNDED AT A RATE LESS THAN THAT REQUIRED UNDER SECTION 412
OF THE CODE, THAT ANY SUCH PLAN IS OR MAY BE TERMINATED, OR THAT ANY SUCH PLAN
IS OR MAY BECOME INSOLVENT.
SECTION 3.15
BROKERS.
EXCEPT AS SET FORTH IN THE INFORMATION
CERTIFICATE, NO BROKER, FINDER OR OTHER INTERMEDIARY HAS BROUGHT ABOUT THE
OBTAINING, MAKING OR CLOSING OF THE TRANSACTIONS CONTEMPLATED BY THE OPERATIVE
DOCUMENTS, AND NO CREDIT PARTY HAS OR WILL HAVE ANY
OBLIGATION TO ANY PERSON IN RESPECT OF ANY FINDER'S OR BROKERAGE FEES IN
CONNECTION HEREWITH OR THEREWITH.
SECTION 3.16
RELATED TRANSACTIONS.
BUT FOR THE FUNDING OF THE LOANS
HEREUNDER, ALL CONDITIONS PRECEDENT (INCLUDING ALL FILINGS WITH GOVERNMENTAL
AUTHORITIES AND ALL CONSENTS) HAVE BEEN FULLY SATISFIED.
THE TRANSACTIONS
CONTEMPLATED BY THE EQUITY DOCUMENTS AND THE SUBORDINATED DEBT DOCUMENTS TO BE
CONSUMMATED ON OR PRIOR TO THE DATE HEREOF HAVE BEEN SO CONSUMMATED (INCLUDING
WITHOUT LIMITATION THE DISBURSEMENT AND TRANSFER OF ALL FUNDS IN CONNECTION
THEREWITH) IN ALL MATERIAL RESPECTS PURSUANT TO THE PROVISIONS OF THE APPLICABLE
OPERATIVE DOCUMENTS, TRUE AND COMPLETE COPIES OF WHICH HAVE BEEN DELIVERED TO
AGENT, AND IN COMPLIANCE WITH ALL APPLICABLE PROVISIONS OF LAW.
SECTION 3.17
EMPLOYMENT, EQUITYHOLDERS AND SUBSCRIPTION AGREEMENTS.
EXCEPT FOR THE OPERATIVE DOCUMENTS AND THE OTHER AGREEMENTS SET FORTH IN THE
INFORMATION CERTIFICATE, AS OF THE CLOSING DATE THERE ARE NO (I) EMPLOYMENT
AGREEMENTS COVERING THE MANAGEMENT OF ANY CREDIT PARTY, (II) COLLECTIVE
BARGAINING AGREEMENTS OR OTHER LABOR AGREEMENTS COVERING ANY EMPLOYEES OF ANY
CREDIT PARTY, (III) AGREEMENTS FOR MANAGERIAL, CONSULTING OR SIMILAR SERVICES TO
WHICH ANY CREDIT PARTY IS A PARTY OR BY WHICH IT IS BOUND OR (IV) AGREEMENTS
REGARDING ANY CREDIT PARTY, ITS ASSETS OR OPERATIONS OR ANY INVESTMENT THEREIN
TO WHICH ANY OF ITS EQUITYHOLDERS IS A PARTY OR BY WHICH IT IS BOUND.
SECTION 3.18
COMPLIANCE WITH ENVIRONMENTAL REQUIREMENTS; NO HAZARDOUS
MATERIALS.
EXCEPT IN EACH CASE AS SET FORTH ON THE INFORMATION CERTIFICATE:
(A)
NO HAZARDOUS MATERIALS ARE LOCATED ON ANY PROPERTIES NOW OR
PREVIOUSLY OWNED, LEASED OR OPERATED BY ANY CREDIT PARTY OR HAVE BEEN RELEASED
INTO THE ENVIRONMENT, OR DEPOSITED, DISCHARGED, PLACED OR DISPOSED OF AT, ON,
UNDER OR NEAR ANY OF SUCH PROPERTIES IN A MANNER THAT WOULD REQUIRE THE TAKING
OF ANY ACTION UNDER ANY ENVIRONMENTAL LAW OR WHICH COULD REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT.
NO PORTION OF ANY SUCH PROPERTY IS BEING