EXTEND CREDIT TO OTHERS FOR THE
PURPOSE OF PURCHASING OR CARRYING, ANY MARGIN STOCK IN VIOLATION OF REGULATIONS
T, U AND X.
SECTION 5.09.
TAXES.
EACH CREDIT PARTY AND ITS SUBSIDIARIES HAVE FILED ALL
FEDERAL AND OTHER MATERIAL TAX RETURNS AND REPORTS REQUIRED TO BE FILED, AND
HAVE PAID ALL FEDERAL AND OTHER TAXES, ASSESSMENTS, FEES AND OTHER GOVERNMENTAL
CHARGES LEVIED OR IMPOSED UPON THEM OR THEIR PROPERTIES, INCOME OR ASSETS
OTHERWISE DUE AND PAYABLE,
55
EXCEPT THOSE WHICH ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS
AND FOR WHICH ADEQUATE RESERVES HAVE BEEN PROVIDED IN ACCORDANCE WITH GAAP.
SECTION 5.10.
FINANCIAL CONDITION.
(A)
THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF FINANCIAL
CONDITION OF THE COMPANY AND ITS SUBSIDIARIES, AND THE RELATED CONSOLIDATED
STATEMENTS OF OPERATIONS, SHAREHOLDERS' EQUITY AND CASH FLOWS (I) AS OF AND FOR
THE FISCAL YEAR ENDED JANUARY 31, 2002, AND (II) AS OF AND FOR THE FISCAL
QUARTER AND THE PORTION OF THE FISCAL YEAR ENDED BY APRIL 30, 2002:
(A) WERE
PREPARED IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED THROUGHOUT THE PERIOD
COVERED THEREBY, EXCEPT AS OTHERWISE EXPRESSLY NOTED THEREIN; AND (B) ARE
COMPLETE AND ACCURATE IN ALL MATERIAL RESPECTS AND FAIRLY PRESENT, IN ALL
MATERIAL RESPECTS, THE FINANCIAL CONDITION OF THE COMPANY AND ITS CONSOLIDATED
SUBSIDIARIES AS OF THE DATE THEREOF AND RESULTS OF OPERATIONS FOR THE PERIOD
COVERED THEREBY.
(B)
SINCE JANUARY 31, 2002, THERE HAS BEEN NO MATERIAL ADVERSE EFFECT.
(C)
EACH FOREIGN BORROWER IS "SOLVENT" WITHIN THE MEANING GIVEN SUCH
TERM OR SIMILAR TERMS UNDER LAWS APPLICABLE TO SUCH PERSON, IF ANY, PROHIBITING
SUCH PERSON FROM BORROWING THE LOAN FROM THE LENDERS REQUESTED BY OR OUTSTANDING
TO SUCH PERSON OR PROHIBITING THE LENDERS FROM MAKING SUCH LOAN TO SUCH PERSON
(OR ANY SUCH LAWS THAT LIMIT OR RESTRICT THE LENDERS' RIGHTS TO ENFORCE THEIR
RIGHTS AND REMEDIES UNDER BOTH THIS AGREEMENT AND THE GUARANTY) ON ACCOUNT OF
SUCH PERSON'S FINANCIAL CONDITION AT THE TIME SUCH LOAN IS MADE.
SECTION 5.11.
ENVIRONMENTAL MATTERS.
TO THE KNOWLEDGE OF THE RESPONSIBLE
OFFICERS OF THE COMPANY, THE ON-GOING OPERATIONS OF THE COMPANY AND EACH OF ITS
SUBSIDIARIES COMPLY IN ALL RESPECTS WITH ALL ENVIRONMENTAL LAWS, EXCEPT SUCH
NON-COMPLIANCE WHICH WOULD NOT REASONABLY BE LIKELY TO HAVE A MATERIAL ADVERSE
EFFECT.
TO THE KNOWLEDGE OF THE RESPONSIBLE OFFICERS OF THE COMPANY, THE
COMPANY AND EACH OF ITS SUBSIDIARIES HAVE OBTAINED ALL LICENSES, PERMITS,
AUTHORIZATIONS AND REGISTRATIONS REQUIRED UNDER ANY ENVIRONMENTAL LAW
("ENVIRONMENTAL PERMITS") NECESSARY FOR ITS ORDINARY COURSE OPERATIONS, ALL SUCH
ENVIRONMENTAL PERMITS ARE IN GOOD STANDING, AND THE COMPANY AND EACH OF ITS
SUBSIDIARIES ARE IN COMPLIANCE WITH ALL MATERIAL TERMS AND CONDITIONS OF SUCH
ENVIRONMENTAL PERMITS, EXCEPT WHERE THE FAILURE TO OBTAIN OR MAINTAIN SUCH
ENVIRONMENTAL PERMITS OR SUCH NONCOMPLIANCE WOULD NOT BE REASONABLY LIKELY TO
HAVE A MATERIAL ADVERSE EFFECT.
SECTION 5.12.
SUBSIDIARIES.
AS OF THE EFFECTIVE DATE, THE COMPANY HAS NO
SUBSIDIARIES OTHER THAN THOSE SPECIFICALLY DISCLOSED ON SCHEDULE 5.12.
SECTION 5.13.
INSURANCE.
THE MATERIAL REAL PROPERTIES OF THE COMPANY AND ITS