ANY CONSENT OR APPROVAL OF ANY GOVERNMENTAL AGENCY OR AUTHORITY
(OTHER THAN ANY CONSENT OR APPROVAL WHICH HAS BEEN OBTAINED AND IS IN FULL FORCE
AND EFFECT), (B) CONFLICT WITH (I) ANY PROVISION OF LAW, (II) THE CHARTER,
BY-LAWS OR OTHER ORGANIZATIONAL DOCUMENTS OF ANY LOAN PARTY OR (III) ANY
AGREEMENT, INDENTURE, INSTRUMENT OR OTHER DOCUMENT, OR ANY JUDGMENT, ORDER OR
DECREE, WHICH IS BINDING UPON ANY LOAN PARTY OR ANY OF THEIR RESPECTIVE
PROPERTIES OR (C) REQUIRE, OR RESULT IN, THE CREATION OR IMPOSITION OF ANY LIEN
ON ANY ASSET OF ANY LOAN PARTY (OTHER THAN LIENS IN FAVOR OF AGENT, FOR THE
RATABLE BENEFIT OF AGENT AND THE LENDERS, CREATED PURSUANT TO THE COLLATERAL
DOCUMENTS).
9.3
VALIDITY AND BINDING NATURE.
EACH OF THIS AGREEMENT AND EACH
OTHER LOAN DOCUMENT TO WHICH ANY LOAN PARTY IS A PARTY IS THE LEGAL, VALID AND
BINDING OBLIGATION OF SUCH PERSON, ENFORCEABLE AGAINST SUCH PERSON IN ACCORDANCE
WITH ITS TERMS, SUBJECT TO BANKRUPTCY, INSOLVENCY AND SIMILAR LAWS AFFECTING THE
ENFORCEABILITY OF CREDITORS' RIGHTS GENERALLY AND TO GENERAL PRINCIPLES OF
EQUITY.
9.4
FINANCIAL CONDITION.
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS OF THE COMPANY AND ITS SUBSIDIARIES AS AT DECEMBER 29, 2007 AND THE
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY AND THE SUBSIDIARIES
AS AT MARCH 29, 2008, COPIES OF EACH OF WHICH HAVE BEEN DELIVERED TO AGENT AND
EACH LENDER, WERE PREPARED IN ACCORDANCE WITH GAAP (SUBJECT, IN THE CASE OF SUCH
UNAUDITED STATEMENTS, TO THE ABSENCE OF FOOTNOTES AND TO NORMAL YEAR-END
ADJUSTMENTS) AND PRESENT FAIRLY THE CONSOLIDATED FINANCIAL CONDITION OF THE
COMPANY AND ITS SUBSIDIARIES AS AT SUCH DATES AND THE RESULTS OF THEIR
OPERATIONS FOR THE PERIODS THEN ENDED.
9.5
NO MATERIAL ADVERSE CHANGE.
SINCE DECEMBER 29, 2007, THERE HAS
BEEN NO MATERIAL ADVERSE CHANGE IN THE FINANCIAL CONDITION, OPERATIONS, ASSETS,
BUSINESS, PROPERTIES OR PROSPECTS OF THE LOAN PARTIES TAKEN AS A WHOLE.
9.6
LITIGATION AND CONTINGENT LIABILITIES.
NO LITIGATION (INCLUDING
DERIVATIVE ACTIONS), ARBITRATION PROCEEDING OR GOVERNMENTAL INVESTIGATION OR
PROCEEDING IS PENDING OR, TO THE KNOWLEDGE OF ANY LOAN PARTY, THREATENED AGAINST
ANY LOAN PARTY WHICH MIGHT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT, EXCEPT AS SET FORTH IN SCHEDULE 9.6.
OTHER THAN ANY LIABILITY INCIDENT
TO SUCH LITIGATION OR PROCEEDINGS, NO LOAN PARTY HAS ANY MATERIAL CONTINGENT
LIABILITIES NOT LISTED ON SCHEDULE 9.6 OR PERMITTED BY SECTION 11.1.
9.7
OWNERSHIP OF PROPERTIES; LIENS.
EACH LOAN PARTY OWNS GOOD AND, IN
THE CASE OF REAL PROPERTY,
MARKETABLE TITLE TO ALL OF ITS PROPERTIES AND
ASSETS, REAL AND PERSONAL, TANGIBLE AND
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intangible, of any nature whatsoever (including patents, trademarks, trade
names, service marks and copyrights), free and clear of all Liens, charges and
claims (including infringement claims with respect to patents, trademarks,
service marks, copyrights and the like) except as permitted by Section 11.2 and
listed in Schedule 9.7.
9.8
EQUITY OWNERSHIP; SUBSIDIARIES.
ALL ISSUED AND OUTSTANDING
CAPITAL SECURITIES OF EACH LOAN PARTY ARE DULY AUTHORIZED AND VALIDLY ISSUED,
FULLY PAID, NON-ASSESSABLE, AND FREE AND CLEAR OF