OR DECREE OF ANY GOVERNMENTAL
AUTHORITY TO WHICH THE BORROWER OR ANY OF ITS PROPERTIES IS
SUBJECT; OR
(IV) RESULT IN THE
CREATION OR IMPOSITION OF ANY LIEN UPON ANY OF THE PROPERTY OF THE
BORROWER; AND
(D)
DO NOT REQUIRE THE
CONSENT, AUTHORIZATION BY OR APPROVAL OF OR NOTICE TO OR FILING OR REGISTRATION
WITH ANY GOVERNMENTAL AUTHORITY OR ANY OTHER PERSON OTHER THAN THOSE WHICH HAVE
BEEN DULY OBTAINED, MADE OR GIVEN.
SECTION 4.03.
ENFORCEABLE
OBLIGATIONS.
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS HAVE BEEN DULY
EXECUTED AND DELIVERED BY THE BORROWER.
THIS AGREEMENT AND EACH OTHER LOAN
DOCUMENT ARE LEGAL, VALID AND BINDING OBLIGATIONS OF 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.
92
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 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 27, 2003, AND AS OF THE LAST DAY OF THE FISCAL QUARTERS OF THE
BORROWER ENDED ON DECEMBER 27, 2003 AND MARCH 27, 2004, 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