BY THE BORROWER AND THE GUARANTOR
OF THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS DO NOT REQUIRE ANY LICENSE,
CONSENT OR APPROVAL OF, REGISTRATION WITH, OR ANY OTHER ACTION BY, ANY
GOVERNMENTAL AUTHORITY.
SECTION 5.04.FINANCIAL STATEMENTS.
(A)
THE CONSOLIDATED BALANCE SHEET OF THE
BORROWER AND ITS SUBSIDIARIES AS OF JUNE 25, 2008 AND THE RELATED CONSOLIDATED
STATEMENTS OF INCOME AND CASH FLOWS OF THE BORROWER AND ITS SUBSIDIARIES FOR THE
FISCAL YEAR THEN ENDED, COPIES OF WHICH HAVE BEEN FURNISHED TO EACH BANK, AS
INCLUDED IN AN SEC FILING WHICH HAS BEEN FURNISHED TO EACH BANK, FAIRLY PRESENT
THE CONSOLIDATED FINANCIAL CONDITION OF THE BORROWER AND ITS SUBSIDIARIES AS OF
SUCH DATE AND THE CONSOLIDATED RESULTS OF OPERATIONS OF THE BORROWER AND ITS
SUBSIDIARIES ENDED ON SUCH DATE, IN ACCORDANCE WITH GAAP, EXCEPT AS DISCLOSED
THEREIN OR ON SCHEDULE V TO THIS AGREEMENT.
(B)
SINCE DECEMBER 24, 2008 AND EXCEPT AS DISCLOSED IN AN SEC FILING WHICH HAS
BEEN DELIVERED TO EACH BANK PRIOR TO THE DATE OF THIS AGREEMENT OR ON A
38
SCHEDULE TO THIS AGREEMENT, NO EVENT WHICH HAS OR WOULD REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT HAS OCCURRED.
SECTION 5.05.LITIGATION.
THERE IS NO PENDING OR, TO THE KNOWLEDGE OF THE
BORROWER OR THE GUARANTOR, THREATENED ACTION OR PROCEEDING AFFECTING THE
BORROWER OR ANY OF ITS SIGNIFICANT SUBSIDIARIES BEFORE ANY COURT, GOVERNMENTAL
AGENCY OR ARBITRATOR, WHICH HAS, OR WOULD REASONABLY BE EXPECTED TO HAVE, A
MATERIAL ADVERSE EFFECT.
SECTION 5.06.MARGIN STOCK; USE OF PROCEEDS.
NEITHER THE BORROWER NOR ANY OF ITS
SUBSIDIARIES IS ENGAGED IN THE BUSINESS OF EXTENDING CREDIT FOR THE PURPOSE OF
PURCHASING OR CARRYING MARGIN STOCK (WITHIN THE MEANING OF REGULATION T, U OR X
ISSUED BY THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM AND EXCEPT IN
CONNECTION WITH EMPLOYEE PLANS DISCLOSED TO THE ADMINISTRATIVE AGENT), AND NO
PROCEEDS OF ANY ADVANCE WILL BE USED FOR THE PURPOSE, WHETHER IMMEDIATE,
INCIDENTAL OR ULTIMATE, OF BUYING OR CARRYING ANY SUCH MARGIN STOCK UNDER SUCH
CIRCUMSTANCES AS TO INVOLVE THE BORROWER, THE GUARANTOR, ANY OF THEIR
SUBSIDIARIES OR ANY BANK IN A VIOLATION OF REGULATION U.
NONE OF THE BORROWER,
THE GUARANTOR OR ANY OF THEIR SUBSIDIARIES WILL USE THE PROCEEDS OF ANY ADVANCE
FOR THE PURPOSE OF ACQUIRING OR ATTEMPTING TO ACQUIRE CONTROL OF ANY PERSON
WHICH IS OBLIGATED TO MAKE SEC FILINGS UNLESS SUCH ACQUISITION OR ATTEMPTED
ACQUISITION (A) IS PURSUANT TO AN AGREEMENT WITH SUCH PERSON, OR (B) IS NOT
RESISTED BY SUCH PERSON.
SECTION 5.07.INVESTMENT COMPANY ACT.
NEITHER THE BORROWER NOR ANY OF ITS
SUBSIDIARIES IS AN "INVESTMENT COMPANY" OR A COMPANY "CONTROLLED" BY AN
"INVESTMENT COMPANY" WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940,
AS AMENDED.
SECTION 5.08.ERISA.
THE BORROWER AND ITS SUBSIDIARIES ARE IN COMPLIANCE WITH
THE APPLICABLE PROVISIONS OF ERISA, EXCEPT TO THE EXTENT THAT NON-COMPLIANCE
THEREUNDER DOES NOT HAVE AND WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
NEITHER THE BORROWER NOR ANY OF ITS SUBSIDIARIES HAS