Common use of Representations, Warranties and Agreements of the Company and the Guarantor Clause in Contracts

Representations, Warranties and Agreements of the Company and the Guarantor. The Company and the Guarantor jointly and severally represent and warrant to, and agree with, the Holders that: (a) Pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Guarantor has filed with the Securities and Exchange Commission (the "SEC") an Annual Report on Form 10-K for the year ended August 28, 2003, a Quarterly Report on Form 10-Q for the quarter ended November 28, 2003, a Quarterly Report on Form 10-Q for the quarter ended February 28, 2004 and a Current Report on Form 8-K dated March 4, 2004 (collectively, and including the exhibits thereto, the "Exchange Act Documents"), and all such Exchange Act Documents complied in all material respects with the requirements of the Exchange Act and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time they were filed with the SEC, in light of the circumstances under which they were made, not misleading. (b) Except as qualified in the Exchange Act Documents, the audited and unaudited financial statements and schedules included in the Exchange Act Documents, present fairly in all material respects the consolidated financial position of the Guarantor, the Company and its subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Guarantor, the Company and its subsidiaries for the periods specified; such financial statements and schedules have been prepared in conformity with generally accepted accounting principles applied on a consistent basis during the periods involved. (c) Each of the Company and the Guarantor is in good standing under the laws of the jurisdiction in which it is chartered or organized and is duly qualified to do business as a foreign corporation under the laws of each jurisdiction which requires such qualification wherein it owns or leases material properties or conducts material business, except in such jurisdictions in which the failure to be so incorporated or organized and validly existing or to so qualify, in the aggregate, would not have a Material Adverse Effect. As used in this Agreement, the term "Material Adverse Effect" shall mean when used in respect of any matter to the Company or the Guarantor a material adverse effect on the business, condition (financial or otherwise), properties or results of operations of the Company, the Guarantor and the Company's subsidiaries, considered as one enterprise, or would materially adversely affect the ability of the Company or the Guarantor to perform its obligations under the Operative Documents.

Representations, Warranties and Agreements of the Company and the Guarantor. The Company (as to itself) and the Guarantor (as to the Company and itself) jointly and severally represent and represent, warrant to, and agree with, the Holders that: (a) Pursuant to The Guarantor and the Company meet the requirements for the use of Form F-3 under the Securities Exchange Act of 19341933, as amended (the "Exchange Securities Act"), and the Guarantor has filed with rules and regulations promulgated thereunder (the "Rules and Regulations") by the Securities and Exchange Commission (the "SECCommission") an Annual Report ). A registration statement on Form 10F-3 (File No. 333-K for 98517) with respect to the year ended August 28, 2003, a Quarterly Report on Form 10-Q for Securities and the quarter ended November 28, 2003, a Quarterly Report on Form 10-Q for the quarter ended February 28, 2004 and a Current Report on Form 8-K dated March 4, 2004 (collectively, and including the exhibits thereto, the "Exchange Act Documents"), and all such Exchange Act Documents complied in all material respects with the requirements of the Exchange Act and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time they were Guarantees has been filed with the SECCommission and has become effective under the Securities Act. The Indenture has been qualified under the Trust Indenture Act of 1939, in light as amended (the "Trust Indenture Act"). Copies of the circumstances under which they were made, not misleading. (b) Except as qualified in Registration Statement and the Exchange Act Documents, the audited and unaudited financial statements and schedules included in the Exchange Act Documents, present fairly in all material respects the consolidated financial position of the Guarantor, amendments to such Registration Statement have been delivered by the Company and its subsidiaries as of to the dates indicated and the consolidated results of operations and cash flows of the Guarantor, the Company and its subsidiaries for the periods specified; such financial statements and schedules have been prepared in conformity with generally accepted accounting principles applied on a consistent basis during the periods involved. (c) Each of the Company and the Guarantor is in good standing under the laws of the jurisdiction in which it is chartered or organized and is duly qualified to do business as a foreign corporation under the laws of each jurisdiction which requires such qualification wherein it owns or leases material properties or conducts material business, except in such jurisdictions in which the failure to be so incorporated or organized and validly existing or to so qualify, in the aggregate, would not have a Material Adverse EffectUnderwriters. As used in this Agreement, (i) the term "Material Adverse EffectRegistration Statement" shall mean means such registration statement on Form F-3 (File No. 333-98517) when used it became effective under the Securities Act, and as from time to time amended or supplemented thereafter, including the incorporation by reference of certain documents therein and in respect of the Prospectus (as defined below) (or if any matter post-effective amendment to such registration statement has been filed with the Commission prior to the Company execution and delivery of this Agreement, the time the most recent such amendment has been declared effective by the Commission); (ii) "Effective Time" means the date and time as of which such Registration Statement was declared effective by the Commission; (iii) "Effective Date" means the date of the Effective Time; (iv) the "Basic Prospectus" means the prospectus (including all documents incorporated therein by reference) included in the Registration Statement; and (v) the "Prospectus" means the Basic Prospectus together with all documents incorporated by reference therein and any amendments or supplements thereto (including the Prospectus Supplement dated April 28, 2003 (the "Prospectus Supplement")) relating to the Securities, as filed with the Commission pursuant to paragraph (b) of Rule 424 of the Rules and Regulations. Any reference in this Agreement to amending or supplementing the Prospectus shall be deemed to include the filing of materials incorporated by reference, if any, in the Prospectus after the Closing Date (as defined herein) and any reference in this Agreement to any amendment or supplement to the Prospectus shall be deemed to include any such materials incorporated by reference in the Prospectus after the Closing Date (as defined herein). Any reference in this Agreement to any amendment to the Registration Statement shall be deemed to include any annual report of the Guarantor a material adverse effect on filed with the business, condition (financial Commission pursuant to Section 13(a) or otherwise), properties or results of operations 15(d) of the Company, Exchange Act after the Guarantor and Closing Date that is incorporated by reference in the Company's subsidiaries, considered as one enterprise, Registration Statement. The Commission has not issued any order preventing or would materially adversely affect suspending the ability use of the Company or the Guarantor to perform its obligations under the Operative DocumentsProspectus.

Representations, Warranties and Agreements of the Company and the Guarantor. The Company and the Guarantor jointly and severally represent and warrant to, and agree with, the Holders X. Xxxx Price that: (a) Pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Guarantor has filed with the Securities and Exchange Commission (the "SEC") an Annual Report on Form 10-K for the year ended August 28, 2003, a Quarterly Report on Form 10-Q for the quarter ended November 28, 2003, a Quarterly Report on Form 10-Q for the quarter ended February 27, 2004, a Quarterly Report on Form 10-Q for the quarter ended May 28, 2004 and a Current Report on Form 8-K dated March 4, 2004 (collectively, and including the exhibits thereto, the "Exchange Act Documents"), and all such Exchange Act Documents complied in all material respects with the requirements of the Exchange Act and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time they were filed with the SEC, in light of the circumstances under which they were made, not misleading. (b) Except as qualified in the Exchange Act Documents, the audited and unaudited financial statements and schedules included in the Exchange Act Documents, present fairly in all material respects the consolidated financial position of the Guarantor, the Company and its subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Guarantor, the Company and its subsidiaries for the periods specified; such financial statements and schedules have been prepared in conformity with generally accepted accounting principles applied on a consistent basis during the periods involved. (c) Each of the Company and the Guarantor is in good standing under the laws of the jurisdiction in which it is chartered or organized and is duly qualified to do business as a foreign corporation under the laws of each jurisdiction which requires such qualification wherein it owns or leases material properties or conducts material business, except in such jurisdictions in which the failure to be so incorporated or organized and validly existing or to so qualify, in the aggregate, would not have a Material Adverse Effect. As used in this Agreement, the term "Material Adverse Effect" shall mean when used in respect of any matter to the Company or the Guarantor a material adverse effect on the business, condition (financial or otherwise), properties or results of operations of the Company, the Guarantor and the Company's subsidiaries, considered as one enterprise, or would materially adversely affect the ability of the Company or the Guarantor to perform its obligations under the Operative Documents.

Representations, Warranties and Agreements of the Company and the Guarantor. The Company and the Guarantor jointly and severally represent and warrant to, and agree with, the Holders DAM that: (a) Pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Guarantor has filed with the Securities and Exchange Commission (the "SEC") an Annual Report on Form 10-K for the year ended August 28, 2003, a Quarterly Report on Form 10-Q for the quarter ended November 28, 2003, a Quarterly Report on Form 10-Q for the quarter ended February 27, 2004, a Quarterly Report on Form 10-Q for the quarter ended May 28, 2004 and a Current Report on Form 8-K dated March 4, 2004 (collectively, and including the exhibits thereto, the "Exchange Act Documents"), and all such Exchange Act Documents complied in all material respects with the requirements of the Exchange Act and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time they were filed with the SEC, in light of the circumstances under which they were made, not misleading. (b) Except as qualified in the Exchange Act Documents, the audited and unaudited financial statements and schedules included in the Exchange Act Documents, present fairly in all material respects the consolidated financial position of the Guarantor, the Company and its subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Guarantor, the Company and its subsidiaries for the periods specified; such financial statements and schedules have been prepared in conformity with generally accepted accounting principles applied on a consistent basis during the periods involved. (c) Each of the Company and the Guarantor is in good standing under the laws of the jurisdiction in which it is chartered or organized and is duly qualified to do business as a foreign corporation under the laws of each jurisdiction which requires such qualification wherein it owns or leases material properties or conducts material business, except in such jurisdictions in which the failure to be so incorporated or organized and validly existing or to so qualify, in the aggregate, would not have a Material Adverse Effect. As used in this Agreement, the term "Material Adverse Effect" shall mean when used in respect of any matter to the Company or the Guarantor a material adverse effect on the business, condition (financial or otherwise), properties or results of operations of the Company, the Guarantor and the Company's subsidiaries, considered as one enterprise, or would materially adversely affect the ability of the Company or the Guarantor to perform its obligations under the Operative Documents.

Representations, Warranties and Agreements of the Company and the Guarantor. The Company and the Guarantor jointly and severally represent and warrant to, and agree with, the Holders that: (a) Pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Guarantor has filed with the Securities and Exchange Commission (the "SEC") an Annual Report on Form 10-K for the year ended August 28, 2003, a Quarterly Report on Form 10-Q for the quarter ended November 28, 2003, a Quarterly Report on Form 10-Q for the quarter ended February 27, 2004, a Quarterly Report on Form 10-Q for the quarter ended May 28, 2004 and a Current Report on Form 8-K dated March 4, 2004 (collectively, and including the exhibits thereto, the "Exchange Act Documents"), and all such Exchange Act Documents complied in all material respects with the requirements of the Exchange Act and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time they were filed with the SEC, in light of the circumstances under which they were made, not misleading. (b) Except as qualified in the Exchange Act Documents, the audited and unaudited financial statements and schedules included in the Exchange Act Documents, present fairly in all material respects the consolidated financial position of the Guarantor, the Company and its subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Guarantor, the Company and its subsidiaries for the periods specified; such financial statements and schedules have been prepared in conformity with generally accepted accounting principles applied on a consistent basis during the periods involved. (c) Each of the Company and the Guarantor is in good standing under the laws of the jurisdiction in which it is chartered or organized and is duly qualified to do business as a foreign corporation under the laws of each jurisdiction which requires such qualification wherein it owns or leases material properties or conducts material business, except in such jurisdictions in which the failure to be so incorporated or organized and validly existing or to so qualify, in the aggregate, would not have a Material Adverse Effect. As used in this Agreement, the term "Material Adverse Effect" shall mean when used in respect of any matter to the Company or the Guarantor a material adverse effect on the business, condition (financial or otherwise), properties or results of operations of the Company, the Guarantor and the Company's subsidiaries, considered as one enterprise, or would materially adversely affect the ability of the Company or the Guarantor to perform its obligations under the Operative Documents.

Representations, Warranties and Agreements of the Company and the Guarantor. The Company and the Guarantor jointly and severally represent and warrant to, and agree with, the Holders 3V that: (a) Pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Guarantor has filed with the Securities and Exchange Commission (the "SEC") an Annual Report on Form 10-K for the year ended August 28, 2003, a Quarterly Report on Form 10-Q for the quarter ended November 28, 2003, a Quarterly Report on Form 10-Q for the quarter ended February 27, 2004, a Quarterly Report on Form 10-Q for the quarter ended May 28, 2004 and a Current Report on Form 8-K dated March 4, 2004 (collectively, and including the exhibits thereto, the "Exchange Act Documents"), and all such Exchange Act Documents complied in all material respects with the requirements of the Exchange Act and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time they were filed with the SEC, in light of the circumstances under which they were made, not misleading. (b) Except as qualified in the Exchange Act Documents, the audited and unaudited financial statements and schedules included in the Exchange Act Documents, present fairly in all material respects the consolidated financial position of the Guarantor, the Company and its subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Guarantor, the Company and its subsidiaries for the periods specified; such financial statements and schedules have been prepared in conformity with generally accepted accounting principles applied on a consistent basis during the periods involved. (c) Each of the Company and the Guarantor is in good standing under the laws of the jurisdiction in which it is chartered or organized and is duly qualified to do business as a foreign corporation under the laws of each jurisdiction which requires such qualification wherein it owns or leases material properties or conducts material business, except in such jurisdictions in which the failure to be so incorporated or organized and validly existing or to so qualify, in the aggregate, would not have a Material Adverse Effect. As used in this Agreement, the term "Material Adverse Effect" shall mean when used in respect of any matter to the Company or the Guarantor a material adverse effect on the business, condition (financial or otherwise), properties or results of operations of the Company, the Guarantor and the Company's subsidiaries, considered as one enterprise, or would materially adversely affect the ability of the Company or the Guarantor to perform its obligations under the Operative Documents.

Representations, Warranties and Agreements of the Company and the Guarantor. The Company (as to itself) and the Guarantor (as to the Company and itself) jointly and severally represent and represent, warrant to, and agree with, the Holders that: (a) Pursuant to The Guarantor and the Company meet the requirements for the use of Form F-3 under the Securities Exchange Act of 19341933, as amended (the "Exchange “Securities Act"”), and the Guarantor has filed with rules and regulations promulgated thereunder (the “Rules and Regulations”) by the Securities and Exchange Commission (the "SEC") an Annual Report “Commission”). A registration statement on Form 10F-3 (File No. 333-K for 98517) with respect to the year ended August 28, 2003, a Quarterly Report on Form 10-Q for Securities and the quarter ended November 28, 2003, a Quarterly Report on Form 10-Q for the quarter ended February 28, 2004 and a Current Report on Form 8-K dated March 4, 2004 (collectively, and including the exhibits thereto, the "Exchange Act Documents"), and all such Exchange Act Documents complied in all material respects with the requirements of the Exchange Act and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time they were Guarantees has been filed with the SECCommission and has become effective under the Securities Act. The Indenture has been qualified under the Trust Indenture Act of 1939, in light as amended (the “Trust Indenture Act”). Copies of the circumstances under which they were madeRegistration Statement and the amendments to such Registration Statement, not misleading. (b) Except as qualified in the Exchange Act Documents, the audited and unaudited financial statements and schedules included in the Exchange Act Documents, present fairly in all material respects the consolidated financial position of the Guarantor, have been delivered by the Company and its subsidiaries as of to the dates indicated and the consolidated results of operations and cash flows of the Guarantor, the Company and its subsidiaries for the periods specified; such financial statements and schedules have been prepared in conformity with generally accepted accounting principles applied on a consistent basis during the periods involved. (c) Each of the Company and the Guarantor is in good standing under the laws of the jurisdiction in which it is chartered or organized and is duly qualified to do business as a foreign corporation under the laws of each jurisdiction which requires such qualification wherein it owns or leases material properties or conducts material business, except in such jurisdictions in which the failure to be so incorporated or organized and validly existing or to so qualify, in the aggregate, would not have a Material Adverse EffectRepresentatives. As used in this Agreement, (i) the term "Material Adverse Effect" shall mean “Registration Statement” means such registration statement on Form F-3 (File No. 333-98517) when used it became effective under the Securities Act, and as from time to time amended or supplemented thereafter, including the incorporation by reference of certain documents therein and in respect of the Prospectus (as defined below) (or if any matter post-effective amendment to such registration statement has been filed with the Commission prior to the Company execution and delivery of this Agreement, the time the most recent such amendment has been declared effective by the Commission); (ii) “Effective Time” means the date and time as of which such Registration Statement was declared effective by the Commission; (iii) “Effective Date” means the date of the Effective Time; (iv) the “Basic Prospectus” means the prospectus (including all documents incorporated therein by reference) included in the Registration Statement; and (v) the “Prospectus” means the Basic Prospectus together with all documents incorporated by reference therein and any amendments or supplements thereto (including the final Prospectus Supplement dated March 12, 2003 (the “Prospectus Supplement”)) relating to the Securities, as filed with the Commission pursuant to paragraph (b) of Rule 424 of the Rules and Regulations. Any reference in this Agreement to amending or supplementing the Prospectus shall be deemed to include the filing of materials incorporated by reference, if any, in the Prospectus after the Closing Date (as defined herein) and any reference in this Agreement to any amendment or supplement to the Prospectus shall be deemed to include any such materials incorporated by reference in the Prospectus after the Closing Date (as defined herein). Any reference in this Agreement to any amendment to the Registration Statement shall be deemed to include any annual report of the Guarantor a material adverse effect on filed with the business, condition (financial Commission pursuant to Section 13(a) or otherwise), properties or results of operations 15(d) of the Company, Exchange Act after the Guarantor and Closing Date that is incorporated by reference in the Company's subsidiaries, considered as one enterprise, Registration Statement. The Commission has not issued any order preventing or would materially adversely affect suspending the ability use of the Company or the Guarantor to perform its obligations under the Operative DocumentsProspectus.