THE BORROWER OF THIS AGREEMENT, THE NOTES AND EACH OTHER LOAN
DOCUMENT EXECUTED OR TO BE EXECUTED BY IT, ARE WITHIN THE BORROWER'S CORPORATE
POWERS, HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION, AND DO NOT
(A)
CONTRAVENE THE BORROWER'S ORGANIC DOCUMENTS;
(B)
CONTRAVENE ANY CONTRACTUAL RESTRICTION, LAW OR GOVERNMENTAL
REGULATION OR COURT DECREE OR ORDER BINDING ON OR AFFECTING THE BORROWER AND ITS
SUBSIDIARIES; OR
(C)
RESULT IN, OR REQUIRE THE CREATION OR IMPOSITION OF, ANY LIEN ON
ANY OF THE BORROWER'S PROPERTIES.
SECTION 6.3.
GOVERNMENT APPROVAL REGULATION, ETC.
NO AUTHORIZATION OR APPROVAL
OR OTHER ACTION BY, AND NO NOTICE TO OR FILING WITH, ANY GOVERNMENTAL AUTHORITY
OR REGULATORY BODY OR OTHER PERSON IS REQUIRED FOR THE DUE EXECUTION, DELIVERY
OR PERFORMANCE BY THE BORROWER OF THIS AGREEMENT, THE NOTES OR ANY OTHER LOAN
DOCUMENT.
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.
SECTION 6.4.
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.
SECTION 6.5.
FINANCIAL INFORMATION.
THE CONSOLIDATED BALANCE SHEETS OF THE
BORROWER AND ITS SUBSIDIARIES AS AT NOVEMBER 30, 2000, AND THE RELATED
CONSOLIDATED STATEMENTS OF EARNINGS AND CASH FLOW OF THE BORROWER AND ITS
SUBSIDIARIES, COPIES OF WHICH HAVE BEEN FURNISHED TO THE 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.
SECTION 6.6.
NO MATERIAL ADVERSE CHANGE.
SINCE THE DATE OF THE FINANCIAL
STATEMENTS DESCRIBED IN SECTION 6.5 (EXCEPT TO THE EXTENT THE INFORMATION
DISCLOSED THEREIN IS MODIFIED OR
45
superseded, as the case may be, by information in the Borrower's quarterly
report on Form 10-Q for the quarter ended February 28, 2001) 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.
SECTION 6.7.
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