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DISCLOSED THEREIN IS MODIFIED OR SUPERSEDED, AS THE CASE MAY BE, BY INFORMATION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 OF THIS AGREEMENT, THE NOTES OR ANY OTHER LOAN DOCUMENT,
EXCEPT AS DISCLOSED IN ITEM 6.7 ("LITIGATION") OF THE DISCLOSURE SCHEDULE.
SECTION 6.8.
SUBSIDIARIES.
THE BORROWER HAS NO SUBSIDIARIES, EXCEPT THOSE
SUBSIDIARIES
(A)
WHICH ARE IDENTIFIED IN ITEM 6.8 ("EXISTING
SUBSIDIARIES AS OF THE EFFECTIVE DATE") OF THE DISCLOSURE SCHEDULE; OR
(B)
WHICH ARE HEREAFTER ACQUIRED OR FORMED.
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IT BEING UNDERSTOOD THAT SUBSIDIARIES MAY MERGE, CONSOLIDATE, LIQUIDATE AND SELL
ASSETS AS PERMITTED PURSUANT TO SECTION 7.2.4.
SECTION 6.9.
OWNERSHIP OF PROPERTIES.
THE BORROWER AND EACH OF ITS
SUBSIDIARIES HAS GOOD AND MARKETABLE TITLE TO ALL OF ITS TANGIBLE PROPERTIES AND
ASSETS, REAL AND PERSONAL, OF ANY NATURE WHATSOEVER, FREE AND CLEAR OF ALL
LIENS, CHARGES OR CLAIMS EXCEPT AS PERMITTED PURSUANT TO SECTION 7.2.3 OR LIENS,
CHARGES OR CLAIMS THAT WILL NOT HAVE A MATERIAL ADVERSE EFFECT; AND THE BORROWER
HAS DULY REGISTERED IN THE U.S. ALL TRADEMARKS REQUIRED FOR THE CONDUCT OF ITS
BUSINESS IN THE U.S., OTHER THAN THOSE AS TO WHICH THE LACK OF PROTECTION, OR
FAILURE TO REGISTER, WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
SECTION 6.10.
TAXES.
THE BORROWER AND EACH OF ITS SUBSIDIARIES HAS FILED ALL
FEDERAL AND ALL OTHER MATERIAL INCOME TAX RETURNS AND REPORTS REQUIRED BY LAW TO
HAVE BEEN FILED BY IT AND HAS PAID ALL TAXES AND GOVERNMENTAL CHARGES THEREBY
SHOWN TO BE OWING, EXCEPT ANY SUCH TAXES OR CHARGES WHICH ARE BEING DILIGENTLY
CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND FOR WHICH ADEQUATE
RESERVES IN ACCORDANCE WITH GAAP SHALL HAVE BEEN