result in a Material Adverse Effect or (ii) involve this
Agreement, any other Loan Document or the Transactions.
Credit Agreement
- 69 -
(b)
Environmental Matters.
Except as disclosed in the 2004 10-K and in
Schedule 3.06(b) and except with respect to any other matters that, individually
or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect, neither the Company nor any of its Subsidiaries (i) has failed
to comply with any Environmental Law or to obtain, maintain or comply with any
permit, license or other approval required under any Environmental Law, (ii) has
become subject to any Environmental Liability, (iii) has received notice of any
claim with respect to any Environmental Liability or (iv) knows of any basis for
any Environmental Liability.
SECTION 3.07.
INVESTMENT AND HOLDING COMPANY STATUS.
NEITHER THE COMPANY NOR
ANY OF ITS SUBSIDIARIES IS (A) AN "INVESTMENT COMPANY" AS DEFINED IN THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED, THAT IS SUBJECT TO REGISTRATION
UNDER THAT ACT OR (B) A "HOLDING COMPANY" AS DEFINED IN, OR SUBJECT TO
REGULATION UNDER, THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935, AS AMENDED.
SECTION 3.08.
TAXES.
EACH OF THE COMPANY AND ITS SUBSIDIARIES HAS TIMELY FILED
OR CAUSED TO BE FILED ALL TAX RETURNS AND REPORTS REQUIRED TO HAVE BEEN FILED
AND HAS PAID OR CAUSED TO BE PAID ALL U.S. FEDERAL AND OTHER MATERIAL TAXES
REQUIRED TO HAVE BEEN PAID BY IT, EXCEPT (A) TAXES THAT ARE BEING CONTESTED IN
GOOD FAITH BY APPROPRIATE PROCEEDINGS AND FOR WHICH SUCH PERSON HAS SET ASIDE ON
ITS BOOKS ADEQUATE RESERVES OR (B) WHERE THE FAILURE TO DO SO COULD NOT
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
SECTION 3.09.
ERISA.
NO ERISA EVENT HAS OCCURRED OR IS REASONABLY EXPECTED TO
OCCUR THAT, WHEN TAKEN TOGETHER WITH ALL OTHER SUCH ERISA EVENTS FOR WHICH
LIABILITY IS REASONABLY EXPECTED TO OCCUR, COULD REASONABLY BE EXPECTED TO
RESULT IN A MATERIAL ADVERSE EFFECT.
SECTION 3.10.
DISCLOSURE.
THE COMPANY HAS DISCLOSED TO THE LENDERS ALL
AGREEMENTS, INSTRUMENTS AND CORPORATE OR OTHER RESTRICTIONS TO WHICH IT OR ANY
OF ITS SUBSIDIARIES IS SUBJECT, AND ALL OTHER MATTERS KNOWN TO IT, THAT,
INDIVIDUALLY OR IN THE AGGREGATE, COULD REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT.
NONE OF THE REPORTS, FINANCIAL STATEMENTS,
CERTIFICATES OR OTHER INFORMATION FURNISHED BY OR ON BEHALF OF THE COMPANY TO
THE LENDERS IN CONNECTION WITH THE NEGOTIATION OF THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS OR DELIVERED HEREUNDER OR THEREUNDER (AS MODIFIED OR SUPPLEMENTED
BY OTHER INFORMATION SO FURNISHED), WHEN TAKEN AS A WHOLE, CONTAINS 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; PROVIDED THAT (A) WITH RESPECT TO PROJECTED FINANCIAL
INFORMATION, THE COMPANY REPRESENTS ONLY THAT SUCH INFORMATION WAS PREPARED IN
GOOD FAITH BASED UPON ASSUMPTIONS BELIEVED TO BE REASONABLE AT THE TIME AND