Common use of Financial Condition; No Material Adverse Change Clause in Contracts

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operations, shareholders’ equity and cash flows as of and for the fiscal year ended April 25, 2014, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter ended July 25, 2014, signed by its chief financial officer. Such financial statements present fairly, in all material respects, 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, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders Lenders: (i) its consolidated balance sheet and consolidated statements of operationsincome, shareholdersstockholders’ equity and cash flows as of and for the fiscal year ended April 25September 28, 20142013, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter ended July 25Initial Closing Date, 2014, signed by its chief the other financial officerstatements described in clause (i) of Section 4.02(d) below. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries the Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to year-end audit adjustments and the absence of footnotes and consolidated statements of stockholders’ equity in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) and the Administrative Agent copies of its consolidated balance sheet and statements of operations, shareholdersstockholders’ equity and cash flows (i) as of and for the fiscal year ended April 25December 31, 20142010, reported on audited by PricewaterhouseCoopers Ernst & Young LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows if available, as of and for the fiscal quarter and the portions of the fiscal year ended July 25March 31, 20142011, signed certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (ab) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operationsincome, shareholders’ equity retained earnings and cash flows (i) as of and for the fiscal year ended April 25October 31, 20142017, reported on audited by PricewaterhouseCoopers KPMG LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter quarters and the portion of the fiscal year ended January 31, 2018, April 30, 2018 and July 2531, 20142018, signed certified by one of its chief financial officerFinancial Officers. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and sheet, statements of operationsincome, shareholders’ stockholders equity and cash flows and pro forma information as of and for the fiscal year ended April 2528, 20141996, reported on by PricewaterhouseCoopers Xxxxxx Xxxxxxxx LLP, independent public accountants, accountants and (ii) its consolidated balance sheet and sheet, statements of operations income, stockholders equity and cash flows and pro forma information as of and for the three fiscal quarter periods ended July 25January 26, 2014, signed by its chief financial officer1997. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operationsincome, shareholders’ stockholders equity and cash flows (i) as of and for the fiscal quarter (except for the statement of cash flows) and the portion of the fiscal year ended March 31, 2011, certified by its Financial Officer and (ii) as of and for the fiscal year ended April 25June 30, 20142011, reported on by PricewaterhouseCoopers Ernst & Young LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter ended July 25, 2014, signed by its chief financial officer. Such The above financial statements present fairly, fairly in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, GAAP subject to year-end audit adjustments and the absence of complete footnotes in the case of the statements referred to in clause (iii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operations, shareholders’ equity and cash flows as of and for the fiscal year ended April 25December 31, 20142005, reported on audited by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, auditors and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter ended July 25March 31, 20142006, signed certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to publicly filed with the Lenders (i) Securities and Exchange Commission via the XXXXX filing system its consolidated balance sheet and statements of operationsincome, shareholders’ stockholders equity and cash flows (i) as of and for the fiscal year ended April 25December 31, 20142010, reported on by PricewaterhouseCoopers KPMG LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended July 25June 30, 20142011, signed certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operationsincome, shareholders’ stockholders equity and cash flows (i) as of and for the fiscal year ended April 25December 31, 20141997, reported on by PricewaterhouseCoopers LLPCoopers & Lybrxxx X.X.P., independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended July 25September 30, 20141998, signed certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operations, shareholders’ ' equity and cash flows as of and for the fiscal year ended April 25December 31, 20142000, reported on audited by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountantsauditors, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter ended July 25March 31, 20142001, signed certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet statement of financial position, and statements of operationsearnings, changes in shareholders’ equity and cash flows (i) as of and for the fiscal year ended April 25December 30, 20142005, reported on by PricewaterhouseCoopers Ernst & Young LLP, independent public accountants, and (ii) its consolidated balance sheet and except for statements of operations and cash flows changes in shareholders’ equity, as of and for the fiscal quarter ended July 25March 31, 20142006, signed certified by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operations, shareholdersstockholders’ equity and comprehensive income (loss), and cash flows (i) as of and for the fiscal year ended April 25December 31, 20142009, reported on by PricewaterhouseCoopers LLP, the Borrower’s independent public accountants, accountants and certified by its chief financial officer and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended July 25March 31, 20142010, signed certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject subject, in the case of unaudited financial statements, to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) abovefootnotes.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operations, shareholders’ equity and cash flows as of and for the fiscal year ended April 25December 31, 20142003, reported on audited by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountantsauditors, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter ended July 25March 31, 20142004, signed certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operationsincome, shareholders’ stockholders equity and cash flows (i) as of and for the fiscal year ended April 25December 31, 20142009, reported on by PricewaterhouseCoopers KPMG LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended July 25June 30, 20142010, signed certified by its chief financial officerofficer in accordance with the requirements of the Securities and Exchange Commission. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operations, shareholders’ ' equity and cash flows as of and for the fiscal year ended April 2527, 20142001, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter quarters ended July 2527, 20142001 and October 26, 2001, signed by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The ------------------------------------------------ Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operationsincome, shareholders’ stockholders equity and cash flows (i) as of and for the fiscal year ended April 25December 31, 20141997, reported on by PricewaterhouseCoopers PricewaterhouseCoopers, LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended July 25June 30, 20141998, signed certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.. -----------

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operationsincome, shareholders’ stockholders' equity and cash flows (i) as of and for the fiscal year ended April 25March 30, 20141998, reported on by PricewaterhouseCoopers LLPArthxx Xxxexxxx XXX, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended July 25December 28, 20141998, signed certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operationsincome, shareholders’ stockholders equity and cash flows (i) as of and for the fiscal year ended April 25December 27, 20142009, reported on by PricewaterhouseCoopers Xxxxx Xxxxxxxx, LLP, independent public accountants, certified by its chief financial officer and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended July 25October 3, 2014, signed 2010 certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its Subsidiaries on a consolidated subsidiaries basis as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operationsincome, shareholders’ stockholders equity and cash flows (i) as of and for the fiscal year ended April 25December 31, 20142001, reported on with an unqualified audit opinion issued by PricewaterhouseCoopers LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended July 25September 30, 20142002, signed certified by its chief financial officer, treasurer or controller. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operationsincome, shareholders’ stockholders equity and cash flows (i) as of and for the fiscal year ended April 25December 31, 20141995, reported on by PricewaterhouseCoopers LLPCoopers & Xxxxxxx L.L.P., independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended July 25September 7, 20141996, signed certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position condition and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Domestic Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operationsincome, shareholders’ stockholders equity and cash flows (i) as of and for the fiscal year ended April 25[October 31, 20141997], reported on by PricewaterhouseCoopers Ernst & Young LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended [July 2531, 20141998], signed certified by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Domestic Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operationsincome, shareholders’ stockholders equity and cash flows (A) as of and for each of the fiscal year Fiscal Years ended April 25December 31, 20142003, December 31, 2004 and December 31, 2005, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (iiB) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter Fiscal Quarter and the portion of the Fiscal Year ended July 25September 30, 20142006, signed certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (iiB) above.

Financial Condition; No Material Adverse Change. (a) The Borrower Holdings has heretofore furnished to the Lenders (i) its consolidated balance sheet sheets and statements of operations, shareholdersstockholders’ equity and cash flows as of and for the fiscal year ended April 25January 28, 20142012, reported on by PricewaterhouseCoopers KPMG LLP, independent public accountants, accountants and (ii) its consolidated balance sheet sheets and statements of operations and cash flows as of and for the fiscal quarter and the 39 weeks ended July 25October 27, 20142012, signed certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Holdings and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-normal year end audit adjustments and the absence of certain footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operationsincome, shareholders’ stockholders equity and cash flows (i) as of and for the fiscal year ended April 25December 31, 20142011, reported on by PricewaterhouseCoopers KPMG LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended July 25June 30, 20142012, signed certified by its chief financial officerofficer in accordance with the requirements of the Securities and Exchange Commission. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Holdings and the Borrower has have heretofore furnished to the Lenders (i) its audited consolidated balance sheet sheets and related statements of operations, shareholders’ stockholders' equity and cash flows (i) as of and for the fiscal year ended April 25December 31, 20142002, reported on by PricewaterhouseCoopers LLPL.L.P., independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter ended July 25March 31, 20142003, signed certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings and the Borrower and its each of their consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operationsincome, shareholders’ equity holders equity and cash flows (i) as of and for the 2000, 2001 and 2002 fiscal year ended April 25, 2014, years reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for (x) the fiscal quarter ended July 25May 31, 20142003, signed and (y) the fiscal month ended June 30, 2003, in each case certified by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments in the case of quarterly statements, normal quarter-end adjustments in the case of monthly statements and the absence of footnotes in the case of the all statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operations, shareholders’ equity and cash flows as of and for the fiscal year ended April 2528, 20142006, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter quarters ended July 2528, 20142006 and October 27, 2006, signed by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its (i) its consolidated balance sheet and consolidated statements of operationsincome, shareholdersstockholders’ equity and cash flows as of and for the fiscal year years ended April 25December 31, 2012, 2013 and 2014, reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, accountants and (ii) its consolidated balance sheet and statements of operations and cash flows as of and FOCUS-II Reports for the fiscal quarter quarters ended July 25March 31, 2015, December 31, 2014, signed by its chief financial officerSeptember 30, 2014, June 30, 2014 and March 31, 2014. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet statement of financial position, and statements of operationsearnings, changes in shareholders’ equity and cash flows (i) as of and for the fiscal year ended April 25December 26, 2014, reported on by PricewaterhouseCoopers Ernst & Young LLP, independent public accountants, and (ii) its consolidated balance sheet and except for statements of operations and cash flows changes in shareholders’ equity, as of and for the fiscal quarter ended July 25March 27, 20142015, signed certified by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operationsincome, shareholders’ stockholders' equity and cash flows (i) as of and for the fiscal year ended April 25December 31, 20141997, reported on by PricewaterhouseCoopers KPMG Peat Marwick LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended July 25September 30, 20141998, signed certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its the consolidated balance sheet and the related statements of operationsincome, shareholdersstockholders’ equity and cash flows (i) as of and for the fiscal year years ended April 25December 31, 20142002, December 31, 2003 and December 31, 2004, reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended July 25March 31, 20142005, signed certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its the Borrower’s consolidated balance sheet and consolidated statements of operationsincome, shareholdersstockholders’ equity and cash flows (i) as of and for the fiscal year ended April 25December 31, 20142006, reported on by PricewaterhouseCoopers Ernst & Young LLP, independent registered public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended July 25March 31, 20142007, signed certified by its chief financial officer. Such financial statements present fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operations, shareholders’ ' equity and cash flows as of and for the fiscal year ended April 2527, 20142001, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter ended July 25June 30, 20142001, signed by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet statement of financial position, and statements of operationsearnings, changes in shareholders’ ' equity and cash flows (i) as of and for the fiscal year ended April 25December 28, 20142001, reported on by PricewaterhouseCoopers Xxxxx & Young LLP, independent public accountants, and (ii) its consolidated balance sheet and except for statements of operations and cash flows changes in shareholders' equity, as of and for the fiscal quarter ended July 25March 29, 20142002, signed certified by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operationsincome, shareholders’ stockholders equity and cash flows (i) as of and for the fiscal year ended April 25January 1, 20142016, reported on by PricewaterhouseCoopers Ernst & Young LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter quarters and the portion of the fiscal year ended April 1, 2016, July 251, 20142016 and October 2, signed 2016, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet statement of financial position, and statements of operationsearnings, changes in shareholders’ equity and cash flows (i) as of and for the fiscal year ended April 25December 31, 20142004, reported on by PricewaterhouseCoopers Ernst & Young LLP, independent public accountants, and (ii) its consolidated balance sheet and except for statements of operations and cash flows changes in shareholders’ equity, as of and for the fiscal quarter ended July 25April 1, 20142005, signed certified by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operationsincome, shareholders’ stockholders equity and cash flows (i) as of and for the fiscal year years ended April 25January 31, 20142014 and January 31, 2015, in each case, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended July 25April 30, 20142015, signed certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders Lender (i) its consolidated balance sheet and statements of operations, shareholders’ equity and cash flows as of and for the fiscal Table of Contents year ended April 25December 31, 20142001, reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter ended July 25September 30, 20142002, signed by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower Holdings has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operationsincome, shareholders’ stockholders' equity and cash flows (i) as of and for the fiscal year ended April 25December 31, 20142010, reported on audited by PricewaterhouseCoopers and accompanied by the opinion of KPMG LLP, independent registered public accountantsaccounting firm, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter quarters and the portion of the fiscal year ended July 25March 31 and June 30, 20142011, signed certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and position, results of operations and cash flows of the Borrower Holdings and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end normal year‑end audit adjustments and the absence of certain footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operations, shareholderscomprehensive income, stockholders’ equity and cash flows (i) as of and for the fiscal year ended April 25December 31, 20142010, reported on audited by PricewaterhouseCoopers and accompanied by the opinion of KPMG LLP, independent registered public accountantsaccounting firm, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended July 25September 30, 20142011, signed certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and position, results of operations and cash flows of the Borrower Company and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments and the absence of certain footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operationsincome, shareholders’ stockholders equity and cash flows flow as of and for the fiscal year ended April 25July 31, 2014, 2017 reported on by PricewaterhouseCoopers Ernst & Young LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations income and cash flows flow as of and for the fiscal quarter and the portion of the fiscal year ended July 25April 30, 20142018, signed in each case certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii‎(ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower Holdings has heretofore furnished to the Lenders (i) its consolidated balance sheet sheets and statements of operations, shareholdersstockholders’ equity and cash flows as of and for the fiscal year ended April 25February 1, 2014, reported on by PricewaterhouseCoopers KPMG LLP, independent public accountants, accountants and (ii) its consolidated balance sheet sheets and statements of operations and cash flows as of and for the fiscal quarter and the 39 weeks ended July 25May 3, 2014, signed certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Holdings and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-normal year end audit adjustments and the absence of certain footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operationsincome, shareholders’ stockholders equity and cash flows (i) as of and for the fiscal year ended April 25December 31, 20142012, reported on by PricewaterhouseCoopers Xxxxx Xxxxxxxx LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended July 25March 31, 20142013, signed certified by its chief financial officer. Such financial statements present fairly, in all material respects, the combined or consolidated, as applicable, financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) aboveunaudited quarterly financial statements.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) Agent its consolidated balance sheet and statements of operationsincome, shareholders’ stockholders equity and cash flows (i) as of and for the fiscal year ended April 25June 30, 20142001, reported on by PricewaterhouseCoopers LLPErnst & Young, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the first nine fiscal quarter months (ended July 25in March 2002) of the fiscal year ending in June, 20142002, signed certified by its chief financial officeran Authorized Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operationsincome, shareholders’ stockholders equity (in the case of annual financial statements only) and cash flows (i) as of and for the fiscal year ended April 2529, 2014, 2016 reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended July 2529, 20142016 and October 28, signed 2016, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders Administrative Agent (ifor delivery to the Lenders) its consolidated balance sheet and statements of operationsincome, shareholders’ stockholders equity and cash flows (i) as of and for the fiscal year ended April 25December 31, 20142013, reported on by PricewaterhouseCoopers LLP, independent public accountants, accountants and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended July 25June 30, 2014, signed certified by its chief financial officer. Such financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Consolidated Subsidiaries as of such dates and for such periods covered thereby in accordance with GAAPGAAP except to the extent provided in the notes thereto, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) aboveunaudited quarterly financial statements.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operationsincome, shareholders’ stockholders equity and cash flows (i) as of and for the fiscal year years ended April 25December 31, 20141996 and December 31, 1997, each reported on by PricewaterhouseCoopers LLPCoopers & Lybrxxx X.X.P., independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended July 25March 31, 20141998, signed certified by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operationsincome, shareholders’ stockholders equity and cash flows (i) as of and for the fiscal year ended April 25December 31, 2014, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended July 25December 31, 2014, signed as filed by its chief financial officerthe Borrower with the SEC under the Securities Exchange Act of 1934. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The ----------------------------------------------- Borrower has heretofore furnished to the Lenders (i) Bank its consolidated balance sheet and statements of operationsincome, shareholders’ stockholders equity and cash flows (i) as of and for the fiscal year Fiscal Year ended April 25December 31, 20142002, reported on by PricewaterhouseCoopers PriceWaterhouseCoopers LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter Fiscal Quarter and the portion of the Fiscal Year ended July 25March 31, 20142003, signed certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) ------------------------------------------------ The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operationsincome, shareholders’ stockholders equity and cash flows (i) as of and for the fiscal year ended April 25September 27, 20141998, reported on by PricewaterhouseCoopers PriceWaterhouseCoopers, LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended July 25June 27, 20141999, signed certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower Holdings has heretofore furnished to the Lenders (i) its consolidated balance sheet sheets and statements of operations, shareholdersstockholders’ equity and cash flows as of and for the fiscal year ended April 25January 29, 20142011, reported on by PricewaterhouseCoopers KPMG LLP, independent public accountants, accountants and (ii) its consolidated balance sheet sheets and statements of operations and cash flows as of and for the fiscal quarter and the 39 weeks ended July 25October 29, 20142011, signed certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Holdings and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-normal year end audit adjustments and the absence of certain footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operationsincome, shareholders’ stockholders equity and cash flows (i) as of and for the fiscal year ended April 25December 31, 20141997, reported on by PricewaterhouseCoopers Xxxxxx Xxxxxxxx LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended July 25June 30, 20141998, signed certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) and the Global Administrative Agent copies of its consolidated balance sheet and statements of operationsincome, shareholders’ stockholders equity and cash flows (i) as of and for the fiscal year ended April 25December 31, 20141999, reported on audited by PricewaterhouseCoopers LLPKPMG Peat Marwick, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended July 25June 30, 20142000, signed certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause CLAUSE (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operationsincome, shareholders’ stockholders equity and cash flows (i) as of and for the fiscal year ended April 25March 31, 2014, 2014 reported on by PricewaterhouseCoopers KPMG LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended July 25June 30, 2014, signed September 30, 2014 and December 31, 2014, in each case certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results 50 of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) (i) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operationsincome, shareholders’ stockholders equity and cash flows (A) as of and for each of the fiscal year Fiscal Years ended April 25December 31, 20142003, December 31, 2004 and December 31, 2005, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (iiB) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter Fiscal Quarter and the portion of the Fiscal Year ended July 25March 31, 20142006, signed certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (iiB) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has had heretofore furnished to the Lenders its (i) its consolidated balance sheet and statements of operationsincome, shareholders’ stockholders equity and cash flows as of and for the fiscal year ended April 25December 31, 20141998, reported on by PricewaterhouseCoopers Pricewaterhouse Coopers, LLP, independent public accountantsaccounts, and (ii) its consolidated balance sheet and statements of operations and cash flows income as of and for the fiscal quarter and the portion of the fiscal year ended July 25March 31, 20141999, signed certified by its chief financial officerofficer or treasurer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operationsincome, shareholders’ stockholders equity and cash flows (i) as of and for the fiscal year ended April 25December 30, 20142012, reported on by PricewaterhouseCoopers PriceWaterhouseCoopers LLP, independent public accountants, certified by its chief financial officer and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended July 25October 6, 2014, signed 2013 certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its Subsidiaries on a consolidated subsidiaries basis as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operationsincome, shareholders’ stockholders equity (in the case of clause (i) only) and cash flows (i) as of and for the fiscal year ended April 25March 31, 2014, 2011 reported on by PricewaterhouseCoopers Ernst & Young LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended July 25June 30, 20142011, signed certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operationsincome, shareholders’ stockholders equity and cash flows (i) as of and for the fiscal year ended April 25December 31, 2014, 2015 reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter quarters and the portion of the fiscal year ended July 25March 31, 20142016, signed June 30, 2016 and September 30, 2016, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP except as set forth therein, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has Borrowers have heretofore furnished to the Lenders (i) its the consolidated balance sheet and statements of operationsincome, shareholders’ stockholders equity and cash flows (including consolidating statements and schedules) of the Parent (i) as of and for the fiscal year ended April 25December 31, 20142007, reported on without qualification by PricewaterhouseCoopers Ernst & Young LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter and the nine month period ended July 25September 30, 20142008, signed certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Parent and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet statement of financial position, and statements of operationsearnings, changes in shareholders’ equity and cash flows (i) as of and for the fiscal year ended April 25December 26, 20142003, reported on by PricewaterhouseCoopers Ernst & Young LLP, independent public accountants, and (ii) its consolidated balance sheet and except for statements of operations and cash flows changes in shareholders’ equity, as of and for the fiscal quarter ended July 25March 26, 20142004, signed certified by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Parent Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and consolidated statements of operationsincome, shareholdersstockholders’ equity and cash flows (i) as of and for the fiscal year ended April 25December 31, 20142007, reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter quarters and the portions of the fiscal year ended July 25March 31, 20142008, signed by its chief financial officerand June 30, 2008 (and comparable period for the prior fiscal year). Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Parent Borrower and its consolidated subsidiaries the Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) Administrative Agent and each Lender its consolidated balance sheet and statements of operationsincome, shareholders’ stockholders equity and cash flows (i) as of and for the fiscal year ended April 25December 31, 20142003, reported on by PricewaterhouseCoopers LLPHein & Associates L.L.P., independent indepexxxxt public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended July 25March 31, 20142004, signed certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) aboveunaudited quarterly financial statements.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet statement of financial position, and statements of operationsearnings, changes in shareholders’ equity and cash flows (i) as of and for the fiscal year ended April 25December 27, 20142002, reported on by PricewaterhouseCoopers Ernst & Young LLP, independent public accountants, and (ii) its consolidated balance sheet and except for statements of operations and cash flows changes in shareholders’ equity, as of and for the fiscal quarter ended July 25March 28, 20142003, signed certified by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and consolidated statements of operationsincome, shareholders’ stockholders' equity and cash flows (i) as of and for the fiscal year ended April 25December 31, 20142005, reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended July 25March 31, 20142006 (and comparable period for the prior fiscal year), signed certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries the Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower Each of Parent and the Borrowers has heretofore furnished to the Lenders (i) its consolidated balance sheet sheets and statements of operationsincome, shareholders’ stockholders' equity and cash flows (i) as of and for the fiscal year ended April 25December 31, 20141997, reported on by PricewaterhouseCoopers LLPCoopers & Xxxxxxx L.L.P., independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended July 25March 31, 20141998, signed certified by its chief financial officerFinancial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower each of Parent and its consolidated subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) ----------------------------------------------- The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operationsincome, shareholders’ stockholders' equity and cash flows (i) as of and for the fiscal year ended April 25December 31, 20141998, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter nine month period ended July 25September 30, 20141999, signed certified by its chief financial officera Financial Officer of the Borrower. Such financial statements present fairly, in all material respects, 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, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Each of Holdings and the Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet sheets and statements of operationsincome, shareholders’ stockholders equity and cash flows (i) as of and for the fiscal year ended April 25January 26, 20141997, reported on by PricewaterhouseCoopers LLPPrice Waterhouse, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended July 25November 2, 20141997, signed certified by its chief financial officerFinancial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of each of (A) Holdings and the consolidated Subsidiaries and (B) the Borrower and its the consolidated subsidiaries Borrower Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The ------------------------------------------------ Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operationsincome, shareholders’ stockholders equity and cash flows (i) as of and for the fiscal year ended April 25March 31, 2014, 1996 reported on by PricewaterhouseCoopers LLPXxxxxxx Xxxxx & Co., P.C., independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended July 25December 31, 20141996, signed certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operationsincome, shareholdersstockholders’ equity and cash flows as of and for the fiscal year ended April 25December 31, 20142010, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations income and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended July 25September 30, 20142011, signed certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower Holdings has heretofore furnished to the Lenders its combined balance sheet and combined statements of revenues less direct and allocated expenses before taxes (i) its consolidated balance sheet and statements of operations, shareholders’ equity and cash flows as of and for the fiscal year ended April 25December 31, 20141998, reported on by PricewaterhouseCoopers KPMG LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter quarters and the portions of the fiscal year ended April 3, 1999 and July 253, 20141999, signed in each case certified by its chief financial officer. Such financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of Holdings, the Borrower and its consolidated subsidiaries the Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to publicly filed with the Lenders SEC (i) its consolidated balance sheet and statements of operationsincome, shareholders’ stockholders equity and cash flows flow as of and for the fiscal year ended April 25July 31, 2014, 2022 reported on by PricewaterhouseCoopers Xxxxx & Young LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations income and cash flows flow as of and for the fiscal quarter and the portion of the fiscal year ended July 25January 31, 20142023, signed in each case certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Parent Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operationsincome, shareholders’ stockholders equity and cash flows (i) as of and for the fiscal year ended April 25December 31, 20142001, reported on by PricewaterhouseCoopers LLPXxxxxx Xxxxxxxx, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter quarters and the portion of the fiscal year ended July 25March 31, 20142002, signed June 30, 2002 and September 30, 2002, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Parent Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet statement of financial position, and statements of operationsearnings, changes in shareholders’ ' equity and cash flows (i) as of and for the fiscal year ended April 25December 27, 20141996, reported on by PricewaterhouseCoopers Ernst & Young LLP, independent public accountants, and (ii) its consolidated balance sheet and except for statements of operations and cash flows changes in shareholders' equity, as of and for the fiscal quarter ended July 25March 28, 20141997, signed certified by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet statement of financial position, and statements of operationsearnings, changes in shareholders’ equity and cash flows (i) as of and for the fiscal year ended April 25December 31, 20142010, reported on by PricewaterhouseCoopers Ernst & Young LLP, independent public accountants, and (ii) its consolidated balance sheet and except for statements of operations and cash flows changes in shareholders’ equity, as of and for the fiscal quarter ended July 251, 20142011, signed certified by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has had heretofore furnished to the Lenders its (i) its consolidated balance sheet and statements of operationsincome, shareholders’ stockholders equity and cash flows as of and for the fiscal year ended April 25December 31, 20141998, reported on by PricewaterhouseCoopers Pricewaterhouse Coopers, LLP, independent public accountantsaccounts, and (ii) its consolidated balance sheet and statements of operations and cash flows income as of and for the fiscal quarter and the portion of the fiscal year ended July 25June 30, 20141999, signed certified by its chief financial officerofficer or treasurer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and consolidated statements of operationsincome, shareholders’ stockholders equity and cash flows (i) as of and for the fiscal year ended April 25December 31, 20142009, reported on by PricewaterhouseCoopers LLP, Deloitte & Touche LLP or other independent public accountantsaccountants of nationally recognized standing, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended July 25September 30, 20142010, signed certified by its the Borrower’s chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of such dates date and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operationsincome, shareholders’ stockholders' equity and cash flows (i) as of and for the fiscal year ended April 25December 27, 20142002, reported on by PricewaterhouseCoopers Deloitte and Touche LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended July 25March 28, 20142003, signed certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its the Subsidiaries, on a consolidated subsidiaries basis, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its the audited consolidated balance sheet and related statements of operationsincome, shareholders’ stockholders equity and cash flows of the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended April 25December 31, 20142009, reported on by PricewaterhouseCoopers LLP, independent public accountantsL.L.P., and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter ended July 25June 30, 20142010, signed certified by its chief financial officerFinancial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.