THE
BORROWER, ENFORCEABLE AGAINST THE BORROWER IN ACCORDANCE WITH THEIR RESPECTIVE
TERMS EXCEPT AS SUCH ENFORCEMENT MAY BE LIMITED BY APPLICABLE BANKRUPTCY,
INSOLVENCY, REORGANIZATION OR OTHER SIMILAR LAWS OR EQUITABLE PRINCIPLES
RELATING TO OR LIMITING CREDITORS' RIGHTS GENERALLY.
SECTION 4.04.
TAXES.
THE BORROWER 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 MATERIAL TAXES AND ASSESSMENTS PAYABLE BY THEM, TO THE
EXTENT THE SAME HAVE BECOME DUE AND PAYABLE AND BEFORE THEY HAVE BECOME
DELINQUENT, EXCEPT THOSE WHICH ARE CURRENTLY BEING CONTESTED IN GOOD FAITH BY
APPROPRIATE PROCEEDINGS AND FOR WHICH
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adequate reserves have been provided in accordance with GAAP, provided the
non‐payment thereof has no reasonable likelihood of having a Material Adverse
Effect.
The Borrower does not know of any proposed material tax assessment
against the Borrower or any of its Subsidiaries and in the opinion of the
Borrower, all potential tax liabilities are adequately provided for on the books
of the Borrower and its Subsidiaries.
The statute of limitations for assessment
or collection of Federal income tax has expired for all Federal income tax
returns filed by the Borrower for all tax years up to and including the tax year
ended in March 1992.
SECTION 4.05.
FINANCIAL MATTERS.
(A)
THE CONSOLIDATED BALANCE SHEET OF THE
BORROWER AND ITS SUBSIDIARIES AS OF THE LAST DAY OF THE FISCAL YEAR OF THE
BORROWER ENDED ON SEPTEMBER 28, 2002, AND AS OF THE LAST DAY OF THE FISCAL
QUARTER OF THE BORROWER ENDED ON MARCH 29, 2003, AND THE RELATED CONSOLIDATED
STATEMENTS OF INCOME, SHAREHOLDERS' EQUITY AND CASH FLOWS OF THE BORROWER AND
ITS SUBSIDIARIES FOR SUCH FISCAL YEAR AND QUARTERS, WITH, IN THE CASE OF SAID
FISCAL YEAR, REPORTS THEREON BY ERNST & YOUNG LLP:
(I) ARE COMPLETE, ACCURATE AND FAIRLY PRESENT THE FINANCIAL CONDITION OF THE
BORROWER AND ITS SUBSIDIARIES AS OF THE RESPECTIVE DATES THEREOF AND FOR THE
RESPECTIVE PERIODS COVERED THEREBY;
(II) WERE PREPARED IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED THROUGHOUT THE
PERIODS COVERED THEREBY, EXCEPT AS SET FORTH IN THE NOTES THERETO; AND
(III) OTHER THAN AS DISCLOSED IN SCHEDULE 4.05(A), SHOW ALL MATERIAL
INDEBTEDNESS AND OTHER LIABILITIES, DIRECT OR CONTINGENT, OF THE BORROWER AND
ITS CONSOLIDATED SUBSIDIARIES AS OF THE DATES THEREOF, INCLUDING LIABILITIES FOR
TAXES, MATERIAL COMMITMENTS AND LONG‐TERM LEASES.
(B)
AS OF THE EFFECTIVE DATE, SINCE SEPTEMBER 28, 2002, WITH RESPECT TO THE
BORROWER AND ITS SUBSIDIARIES, THERE HAS BEEN NO MATERIAL ADVERSE EFFECT AND NO
DEVELOPMENT WHICH HAS ANY REASONABLE LIKELIHOOD OF HAVING A MATERIAL ADVERSE
EFFECT.
(C)
THE BORROWER IS, AND THE BORROWER AND ITS SUBSIDIARIES ARE, ON A
CONSOLIDATED BASIS, SOLVENT.
SECTION 4.06.
LITIGATION.
AS OF THE EFFECTIVE DATE, THERE ARE NO ACTIONS,
SUITS, PROCEEDINGS, CLAIMS OR DISPUTES PENDING, OR TO THE BEST KNOWLEDGE OF THE
BORROWER, THREATENED, AGAINST THE BORROWER OR ANY OF ITS SUBSIDIARIES BEFORE ANY
COURT OR OTHER GOVERNMENTAL AUTHORITY OR ANY ARBITRATOR THAT HAVE A REASONABLE
LIKELIHOOD OF