ENVIRONMENTAL LAWS APPLICABLE TO THE
COMPANY AND ITS MATERIAL SUBSIDIARIES ARE UNLIKELY TO HAVE A MATERIAL ADVERSE
EFFECT.
31
SECTION 4.8
TAXES. UNITED STATES FEDERAL
INCOME TAX RETURNS OF THE COMPANY AND ITS MATERIAL SUBSIDIARIES HAVE BEEN CLOSED
THROUGH THE FISCAL YEAR ENDED DECEMBER 31, 2002. ALL UNITED STATES FEDERAL
INCOME TAX RETURNS AND ALL OTHER MATERIAL TAX RETURNS WHICH ARE REQUIRED TO BE
FILED HAVE BEEN FILED BY OR ON BEHALF OF THE COMPANY AND ITS MATERIAL
SUBSIDIARIES AND ALL TAXES DUE WITH RESPECT TO THE COMPANY AND ITS MATERIAL
SUBSIDIARIES PURSUANT TO SUCH RETURNS AND ALL MATERIAL TAXES DUE PURSUANT TO ANY
ASSESSMENT RECEIVED BY THE COMPANY OR ANY OF ITS MATERIAL SUBSIDIARIES HAVE BEEN
PAID, EXCEPT THOSE ASSESSMENTS BEING CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS AND WHERE (IN THE OPINION OF THE COMPANY) ADEQUATE CHARGES, ACCRUALS
OR RESERVES HAVE BEEN ESTABLISHED ON THE BOOKS OF THE COMPANY AND ITS
SUBSIDIARIES, AS APPLICABLE.
SECTION 4.9
FULL DISCLOSURE. ALL WRITTEN
FACTUAL INFORMATION HERETOFORE FURNISHED BY THE COMPANY TO THE ADMINISTRATIVE
AGENT OR ANY LENDER FOR PURPOSES OF OR IN CONNECTION WITH THIS CREDIT AGREEMENT
AND THE INFORMATION MEMORANDUM WAS TRUE AND ACCURATE IN ALL MATERIAL RESPECTS ON
THE DATE AS OF WHICH SUCH INFORMATION WAS STATED OR CERTIFIED.
SECTION 4.10
INVESTMENT COMPANY ACT. NONE OF THE
BORROWERS IS REQUIRED TO BE REGISTERED AS AN "INVESTMENT COMPANY" WITHIN THE
MEANING OF THE INVESTMENT COMPANY ACT OF 1940.
SECTION 4.11
FEDERAL RESERVE REGULATIONS.
(A)
NOT MORE THAN 25% OF THE VALUE (AS
DETERMINED BY ANY REASONABLE METHOD) OF THE ASSETS SUBJECT TO ANY RESTRICTION ON
(I) LIENS SET FORTH IN SECTION 6.5 OR (II) SALE OR OTHER DISPOSITION SET FORTH
IN SECTION 6.6 IS REPRESENTED BY MARGIN STOCK.
(B)
NO PART OF THE PROCEEDS OF ANY LOAN WILL BE
USED, WHETHER IMMEDIATELY, INCIDENTALLY OR ULTIMATELY, (I) TO DIRECTLY OR
INDIRECTLY PURCHASE, ACQUIRE OR CARRY ANY MARGIN STOCK, (II) DIRECTLY OR
INDIRECTLY FOR ANY PURPOSE THAT ENTAILS A VIOLATION OF, OR THAT IS INCONSISTENT
WITH REGULATIONS U OR X, OR (III) TO MAKE A PERSONAL LOAN TO ANY DIRECTOR OR
EXECUTIVE OFFICER OF ANY BORROWER OR ANY SUBSIDIARY IN VIOLATION OF SECTION 402
OF THE SARBANES OXLEY ACT OF 2002.
ARTICLE 5.
CONDITIONS
SECTION 5.1
EFFECTIVE DATE. THE OBLIGATIONS
OF THE LENDERS TO MAKE LOANS HEREUNDER SHALL NOT BECOME EFFECTIVE UNTIL THE DATE
ON WHICH EACH OF THE FOLLOWING CONDITIONS IS SATISFIED (OR WAIVED IN ACCORDANCE
WITH SECTION 10.2):
(A)
CREDIT AGREEMENT. THE ADMINISTRATIVE AGENT
(OR ITS COUNSEL) SHALL HAVE RECEIVED FROM EACH PARTY HERETO EITHER (I) A
COUNTERPART OF THIS CREDIT AGREEMENT SIGNED ON BEHALF OF SUCH PARTY OR (II)
WRITTEN EVIDENCE SATISFACTORY TO THE ADMINISTRATIVE AGENT (WHICH MAY INCLUDE
FACSIMILE TRANSMISSION OF A SIGNED SIGNATURE PAGE OF THIS CREDIT AGREEMENT) THAT
SUCH PARTY HAS SIGNED A COUNTERPART OF THIS CREDIT AGREEMENT.
(B)
LEGAL OPINIONS. THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED FAVORABLE WRITTEN OPINIONS (ADDRESSED TO THE CREDIT PARTIES
AND DATED THE EFFECTIVE DATE) FROM (I) MARY J. MCGINN,