DELIVERY OR PERFORMANCE BY THE BORROWER OF THIS AGREEMENT,
THE NOTES OR ANY OTHER LOAN DOCUMENT. THE BORROWER MAY, HOWEVER, BE REQUIRED TO
FILE THIS AGREEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
APPLICABLE SECURITIES LAWS AND REGULATIONS. NEITHER THE BORROWER NOR ANY OF ITS
SUBSIDIARIES IS AN "INVESTMENT COMPANY" WITHIN THE MEANING OF THE INVESTMENT
COMPANY ACT OF 1940, AS AMENDED, OR A "HOLDING COMPANY", OR A "SUBSIDIARY
COMPANY" OF A "HOLDING COMPANY", OR AN "AFFILIATE" OF A "HOLDING COMPANY" OR OF
A "SUBSIDIARY COMPANY" OF A "HOLDING COMPANY", WITHIN THE MEANING OF THE PUBLIC
UTILITY HOLDING COMPANY ACT OF 1935, AS AMENDED.
5.04
VALIDITY, ETC.
THIS AGREEMENT CONSTITUTES, AND THE
NOTES AND EACH OTHER LOAN DOCUMENT EXECUTED BY THE BORROWER WILL, ON THE DUE
EXECUTION AND DELIVERY THEREOF, CONSTITUTE, THE LEGAL, VALID AND BINDING
OBLIGATIONS OF THE BORROWER ENFORCEABLE IN ACCORDANCE WITH THEIR RESPECTIVE
TERMS, SUBJECT TO THE EFFECT OF BANKRUPTCY INSOLVENCY, REORGANIZATION,
MORATORIUM OR SIMILAR LAWS AFFECTING THE ENFORCEABILITY OF CREDITORS' RIGHTS
GENERALLY AND BY GENERAL PRINCIPLES OF EQUITY.
5.05
FINANCIAL INFORMATION.
THE CONSOLIDATED BALANCE
SHEETS OF THE BORROWER AND ITS SUBSIDIARIES AS AT NOVEMBER 30, 2003, AND THE
RELATED CONSOLIDATED STATEMENTS OF EARNINGS AND CASH FLOW OF THE BORROWER AND
ITS SUBSIDIARIES, COPIES OF WHICH HAVE BEEN FURNISHED TO THE ADMINISTRATIVE
AGENT AND EACH LENDER, HAVE BEEN PREPARED IN ACCORDANCE WITH GAAP CONSISTENTLY
APPLIED, AND PRESENT FAIRLY IN ALL MATERIAL RESPECTS THE CONSOLIDATED FINANCIAL
CONDITION OF THE BORROWER AND ITS SUBSIDIARIES AS AT THE DATES THEREOF AND THE
RESULTS OF THEIR OPERATIONS FOR THE PERIODS THEN ENDED.
5.06
NO MATERIAL ADVERSE CHANGE.
SINCE THE DATE OF THE
FINANCIAL STATEMENTS DESCRIBED IN SECTION 5.05 (EXCEPT TO THE EXTENT THE
INFORMATION DISCLOSED THEREIN IS MODIFIED OR SUPERSEDED, AS THE CASE MAY BE, BY
INFORMATION IN THE BORROWER'S QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTERS
ENDED FEBRUARY 29, 2004, MAY 31, 2004, AND AUGUST 31, 2004) THERE HAS BEEN NO
MATERIAL ADVERSE CHANGE IN THE FINANCIAL CONDITION, OPERATIONS, ASSETS, BUSINESS
OR PROPERTIES OF THE BORROWER AND ITS SUBSIDIARIES TAKEN AS A WHOLE.
5.07
LITIGATION, LABOR CONTROVERSIES, ETC.
THERE IS NO
PENDING OR, TO THE KNOWLEDGE OF THE BORROWER, THREATENED LITIGATION, ACTION,
PROCEEDING, OR LABOR CONTROVERSY AFFECTING THE BORROWER OR ANY OF ITS
SUBSIDIARIES, OR ANY OF THEIR RESPECTIVE PROPERTIES, BUSINESSES, ASSETS OR
REVENUES, WHICH WILL RESULT IN A MATERIAL ADVERSE EFFECT OR WHICH PURPORTS TO
AFFECT THE LEGALITY, VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT, THE NOTES OR
ANY OTHER LOAN DOCUMENT, EXCEPT AS DISCLOSED IN SCHEDULE 5.07 ("LITIGATION").
5.08
SUBSIDIARIES.
THE BORROWER HAS NO SUBSIDIARIES,
EXCEPT THOSE SUBSIDIARIES
(I)
WHICH ARE IDENTIFIED IN SCHEDULE 5.08;
OR
(II)
WHICH ARE DORMANT OR OTHERWISE NOT
MATERIAL TO THE BUSINESS OF THE BORROWER AND ITS SUBSIDIARIES TAKEN AS A WHOLE;
OR
(III)
WHICH ARE HEREAFTER ACQUIRED OR FORMED.
IT IS UNDERSTOOD THAT SUBSIDIARIES MAY MERGE, CONSOLIDATE, LIQUIDATE AND SELL
ASSETS AS PERMITTED PURSUANT TO SECTION 7.04.
5.09
OWNERSHIP OF PROPERTIES.
THE BORROWER AND EACH OF
ITS SUBSIDIARIES HAS GOOD