TIME THIS REPRESENTATION AND WARRANTY IS MADE OR DEEMED MADE,
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
SECTION 3.02
AUTHORIZATION; ENFORCEABILITY.
THE TRANSACTIONS ARE WITHIN
SUCH OBLIGOR'S CORPORATE POWERS AND HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY
CORPORATE AND, IF REQUIRED, STOCKHOLDER ACTION.
THIS AGREEMENT AND EACH OTHER
LOAN DOCUMENT TO WHICH SUCH OBLIGOR IS A PARTY HAS BEEN DULY EXECUTED AND
DELIVERED BY SUCH OBLIGOR AND CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION
OF SUCH OBLIGOR, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, SUBJECT TO APPLICABLE
BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER LAWS AFFECTING
CREDITORS' RIGHTS GENERALLY AND SUBJECT TO GENERAL PRINCIPLES OF EQUITY,
REGARDLESS OF WHETHER CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW.
SECTION 3.03
GOVERNMENTAL APPROVALS; NO CONFLICTS.
THE TRANSACTIONS
(A) DO NOT REQUIRE ANY CONSENT OR APPROVAL OF, REGISTRATION OR FILING WITH, OR
ANY OTHER ACTION BY, ANY GOVERNMENTAL AUTHORITY, EXCEPT SUCH AS HAVE BEEN
OBTAINED OR MADE AND ARE IN FULL FORCE AND EFFECT, (B) WILL NOT VIOLATE,
CONTRAVENE, OR CONSTITUTE A DEFAULT UNDER ANY PROVISION OF (I) ANY APPLICABLE
LAW OR REGULATION, (II) THE CHARTER, BY-LAWS OR OTHER ORGANIZATIONAL DOCUMENTS
OF SUCH OBLIGOR, (III) ANY ORDER, JUDGMENT, DECREE OR INJUNCTION OF ANY
GOVERNMENTAL AUTHORITY, (IV) ANY AGREEMENT OR INSTRUMENT EVIDENCING OR GOVERNING
DEBT OF SUCH OBLIGOR, EXCEPT FOR ANY CONTRAVENTION OR DEFAULT UNDER ANY SUCH
AGREEMENT OR INSTRUMENT EVIDENCING OR GOVERNING SUCH DEBT IN AN AGGREGATE
PRINCIPAL AMOUNT, INDIVIDUALLY OR IN THE AGGREGATE FOR ALL SUCH AGREEMENTS OR
INSTRUMENTS IN RESPECT OF WHICH THERE IS A CONTRAVENTION OR DEFAULT, NOT IN
EXCESS OF $25,000,000 OR (V) ANY OTHER MATERIAL AGREEMENT OR INSTRUMENT BINDING
UPON SUCH OBLIGOR OR ITS ASSETS.
SECTION 3.04
FINANCIAL CONDITION; NO MATERIAL ADVERSE CHANGE.
(A)
THE GUARANTOR HAS HERETOFORE FURNISHED TO THE ADMINISTRATIVE AGENT
(I) ITS CONSOLIDATED BALANCE SHEET AND STATEMENTS OF INCOME, SHAREHOLDERS'
EQUITY AND CASH FLOWS AS OF AND FOR THE FISCAL YEAR ENDED SEPTEMBER 29, 2006,
REPORTED ON BY DELOITTE & TOUCHE LLP, INDEPENDENT PUBLIC ACCOUNTANTS, AND
(II) ITS PRO FORMA CONSOLIDATED STATEMENTS OF INCOME AS OF SUCH DATE AND FOR
SUCH PERIOD AND ITS PRO FORMA CONSOLIDATED BALANCE SHEET AS OF MARCH 30, 2007,
ADJUSTED TO GIVE PRO FORMA EFFECT TO THE CONSUMMATION OF THE SEPARATION
TRANSACTIONS, CERTIFIED BY ITS CHIEF FINANCIAL OFFICER (THE "SEPARATION PRO
FORMAS").
SUCH FINANCIAL STATEMENTS, (A) IN THE CASE OF THE FINANCIAL
STATEMENTS DESCRIBED IN CLAUSE (I), PRESENT FAIRLY, IN ALL MATERIAL RESPECTS,
THE CONSOLIDATED FINANCIAL POSITION AND RESULTS OF OPERATIONS AND CASH FLOWS OF
THE GUARANTOR AS OF SUCH DATE AND FOR SUCH PERIOD IN ACCORDANCE WITH GAAP, AND
(B) IN THE CASE OF THE SEPARATION PRO FORMAS, HAVE BEEN PREPARED IN GOOD FAITH
BY THE GUARANTOR, BASED ON ASSUMPTIONS BELIEVED BY THE GUARANTOR ON THE CLOSING
DATE TO BE REASONABLE UNDER THE CIRCUMSTANCES AND WERE BASED UPON CURRENTLY
AVAILABLE INFORMATION AS OF THE DATE OF DELIVERY), AND REFLECT ON A PRO FORMA
BASIS THE ESTIMATED CONSOLIDATED FINANCIAL POSITION AND RESULTS OF OPERATIONS OF
THE GUARANTOR AND ITS