III
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to the Lenders that:
SECTION 3.01.
ORGANIZATION; POWERS.
EACH OF THE BORROWER AND THE SUBSIDIARIES
IS DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
JURISDICTION OF ITS ORGANIZATION, HAS ALL REQUISITE POWER AND AUTHORITY TO CARRY
ON ITS BUSINESS AS NOW CONDUCTED AND, EXCEPT WHERE THE FAILURE TO DO SO,
INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO RESULT IN
A MATERIAL ADVERSE EFFECT, IS QUALIFIED TO DO BUSINESS IN, AND IS IN GOOD
STANDING IN, EVERY JURISDICTION WHERE SUCH QUALIFICATION IS REQUIRED.
SECTION 3.02.
AUTHORIZATION; ENFORCEABILITY.
THE TRANSACTIONS TO BE ENTERED
INTO BY EACH LOAN PARTY ARE WITHIN SUCH LOAN PARTY'S CORPORATE POWERS AND HAVE
BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE AND, IF REQUIRED, STOCKHOLDER
ACTION.
THIS AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY THE BORROWER AND
CONSTITUTES, AND EACH OTHER SENIOR LOAN DOCUMENT TO WHICH ANY LOAN PARTY IS TO
BE A PARTY, WHEN EXECUTED AND DELIVERED BY SUCH LOAN PARTY, WILL CONSTITUTE, A
LEGAL, VALID AND BINDING OBLIGATION OF THE BORROWER OR SUCH LOAN PARTY (AS THE
CASE MAY BE), ENFORCEABLE AGAINST IT 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 AND EXCEPT FILINGS NECESSARY TO PERFECT
LIENS CREATED UNDER THE SENIOR LOAN DOCUMENTS, (B) WILL NOT VIOLATE ANY
APPLICABLE LAW OR REGULATION OR THE CHARTER, BY-LAWS OR OTHER ORGANIZATIONAL
DOCUMENTS OF THE BORROWER OR ANY OF THE SUBSIDIARIES OR ANY ORDER OF ANY
GOVERNMENTAL AUTHORITY, (C) WILL NOT VIOLATE OR RESULT IN A DEFAULT UNDER ANY
INDENTURE, AGREEMENT OR OTHER INSTRUMENT EVIDENCING OR GOVERNING INDEBTEDNESS OR
ANY OTHER MATERIAL AGREEMENT BINDING UPON THE BORROWER OR ANY SUBSIDIARY OR ITS
ASSETS, OR GIVE RISE TO A RIGHT THEREUNDER TO REQUIRE ANY PAYMENT TO BE MADE BY
THE BORROWER OR ANY SUBSIDIARY, AND (D) WILL NOT RESULT IN THE CREATION OR
IMPOSITION OF ANY LIEN ON ANY ASSET OF THE BORROWER OR ANY SUBSIDIARY, EXCEPT
LIENS CREATED UNDER THE SENIOR LOAN DOCUMENTS AND THE SECOND PRIORITY COLLATERAL
DOCUMENTS.
SECTION 3.04.
FINANCIAL CONDITION; NO MATERIAL ADVERSE CHANGE.
(A)
THE
BORROWER HAS HERETOFORE FURNISHED TO THE LENDERS ITS CONSOLIDATED BALANCE SHEET
AND STATEMENTS OF INCOME, STOCKHOLDERS EQUITY AND CASH FLOWS AS OF AND FOR THE
FISCAL YEAR ENDED MARCH 3, 2007, REPORTED ON BY DELOITTE & TOUCHE LLP.
SUCH
FINANCIAL STATEMENTS PRESENT FAIRLY THE FINANCIAL POSITION AND RESULTS OF
OPERATIONS AND CASH FLOWS OF THE BORROWER AND ITS CONSOLIDATED SUBSIDIARIES AS
OF SUCH DATES AND FOR SUCH PERIODS IN ACCORDANCE WITH GAAP.
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(B)
EXCEPT AS