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
28
DATE ON WHICH THIS REPRESENTATION IS MADE OR DEEMED MADE.
NO SUCH MULTIEMPLOYER
PLAN IS IN REORGANIZATION OR INSOLVENCY.
SECTION 3.09.
ACCURACY OF INFORMATION.
NONE OF THE REPORTS,
FINANCIAL STATEMENTS, CERTIFICATES OR OTHER INFORMATION FURNISHED BY OR ON
BEHALF OF THE BORROWER TO THE ADMINISTRATIVE AGENT OR ANY LENDER IN CONNECTION
WITH THE NEGOTIATION OF THIS AGREEMENT OR DELIVERED HEREUNDER BY THE BORROWER
(AS SUBSEQUENTLY MODIFIED, SUPERSEDED OR SUPPLEMENTED BY OTHER INFORMATION SO
FURNISHED), CONTAINS, WHEN TAKEN AS A WHOLE, ANY MATERIAL MISSTATEMENT OF FACT
OR OMITS TO STATE ANY MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS THEREIN, IN
THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
TO
THE EXTENT ANY OF THE REPRESENTATIONS OR WARRANTIES IN THIS SECTION 3.09 RELATE
TO INFORMATION PROVIDED OR PREPARED BY KINKO'S ON OR PRIOR TO THE DATE OF
CONSUMMATION OF THE KINKO'S ACQUISITION, SUCH REPRESENTATIONS AND WARRANTIES
SHALL BE SUBJECT TO THE QUALIFICATION THAT THEY ARE MADE BY THE BORROWER SUBJECT
TO THE ACTUAL KNOWLEDGE OF ITS SENIOR FINANCIAL OFFICERS (IT BEING UNDERSTOOD
THAT IN GIVING SUCH REPRESENTATIONS AND WARRANTIES WITH RESPECT TO KINKO'S, THE
BORROWER IS NOT UNDERTAKING ANY DILIGENCE OR INQUIRY WITH RESPECT TO KINKO'S IN
ADDITION TO THAT CONDUCTED BY THE BORROWER IN DETERMINING TO ACQUIRE KINKO'S).
SECTION 3.10.
REGULATION U.
MARGIN STOCK CONSTITUTES LESS THAN
25% OF THE AGGREGATE VALUE (DETERMINED IN ACCORDANCE WITH REGULATION U), ON A
CONSOLIDATED BASIS, OF THE PROPERTY AND ASSETS OF THE BORROWER AND ITS
SUBSIDIARIES THAT IS SUBJECT TO THE PROVISIONS OF ARTICLE 6 (INCLUDING
SECTION 6.01).
SECTION 3.11.
COMPLIANCE WITH LAWS AND AGREEMENTS.
THE BORROWER
AND EACH OF ITS SIGNIFICANT SUBSIDIARIES IS IN COMPLIANCE WITH ALL LAWS,
REGULATIONS AND ORDERS OF ANY GOVERNMENTAL AUTHORITY APPLICABLE TO IT OR ITS
PROPERTY AND ALL INDENTURES, AGREEMENTS AND OTHER INSTRUMENTS BINDING UPON IT OR
ITS PROPERTY, EXCEPT WHERE THE FAILURE TO DO SO, INDIVIDUALLY OR IN THE
AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT.
NO DEFAULT HAS OCCURRED AND IS CONTINUING.
SECTION 3.12.
PROPERTIES; LIENS.
THE BORROWER AND EACH OF THE
SIGNIFICANT SUBSIDIARIES HAS GOOD TITLE TO, OR VALID LEASEHOLD INTERESTS IN, ALL
ITS REAL