Common use of Financial Statements; Material Liabilities Clause in Contracts

Financial Statements; Material Liabilities. Prior to the Execution Date, the Company has delivered to each Purchaser copies of the audited consolidated balance sheets of the Company as of January 3, 2010, December 28, 2008 and December 30, 2007, and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended as of January 3, 2010, December 28, 2008 and December 30, 2007, and the unaudited condensed consolidated balance sheet of the Company and its Subsidiaries for the fiscal quarter ended April 4, 2010 and the related condensed consolidated statements of income and cash flows of the Company and its Subsidiaries for such quarter. All of said financial statements and the financial statements delivered pursuant to Section 4.12 hereof (including in each case the related schedules and notes) fairly present, and with respect to the financial statements delivered pursuant to Section 4.12, will fairly present, in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). Except for liabilities incurred in the ordinary course of business since January 3, 2010, the Company, its Material Subsidiaries and the Subsidiary Guarantors do not have any Material liabilities that, as of the Execution Date, are not disclosed on the January 3, 2010 or the April 4, 2010 financial statements and required to be so disclosed, or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. Prior to the Execution Date, the The Company has delivered to each Purchaser copies of the financial statements of the Trust and its Subsidiaries listed on Schedule 5.5, in the case of the Initial Notes, and, in the case of any Series of Shelf Notes, each of the following financial statements identified by a Responsible Officer of the Company, (i) a consolidated audited consolidated balance sheets sheet of the Trust and its Subsidiaries in each of the three fiscal years of the Company most recently completed prior to the date as of January 3which this representation is made or repeated to such Purchaser (other than fiscal years completed within 100 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which audited financial statements have not been released) and consolidated audited statements of income, 2010, December 28, 2008 changes in shareholders’ equity and December 30, 2007, cash flows of the Trust and its Subsidiaries for each such year and (ii) a consolidated balance sheet of the Trust and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which financial statements have not been released) and the related comparable quarterly period in the preceding fiscal year and consolidated statements of income, stockholderschanges in shareholders’ equity and cash flows for the periods from the beginning of the fiscal years ended as in which such quarterly periods are included to the end of January 3such quarterly periods, 2010, December 28, 2008 and December 30, 2007, and prepared by the unaudited condensed consolidated balance sheet of the Company and its Subsidiaries for the fiscal quarter ended April 4, 2010 and the related condensed consolidated statements of income and cash flows of the Company and its Subsidiaries for such quarterCompany. All of said such financial statements and the financial statements delivered pursuant to Section 4.12 hereof (including in each case the related schedules and notes) fairly present, and with respect to the financial statements delivered pursuant to Section 4.12, will fairly present, present in all material respects the consolidated financial position of the Company Trust and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). Except for liabilities incurred in the ordinary course of business since January 3, 2010, the Company, The Company and its Material Subsidiaries and the Subsidiary Guarantors Trust and its Subsidiaries do not have any Material liabilities that, as of the Execution Date, that are not disclosed on the January 3, 2010 or the April 4, 2010 financial statements and required to be so disclosed, or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. Prior to the Execution Date, the The Company has delivered to each Purchaser copies of the audited consolidated balance sheets Series A Notes and any Accepted Notes the following financial statements identified by a principal financial officer of the Company as of January 3, 2010, December 28, 2008 and December 30, 2007, and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended as of January 3, 2010, December 28, 2008 and December 30, 2007, and the unaudited condensed Company: (a) a consolidated balance sheet of the Company and its Subsidiaries as at December 31 in each of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 90 days prior to such date for which audited financial statements have not been released) and consolidated statements of income, cash flows and shareholders’ equity of the Company and its Subsidiaries for each such year, all reported on by KPMG LLP or any other nationally recognized independent registered public accounting firm and (ii) a consolidated balance sheet of the Company and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal quarter ended April 4year (other than quarterly periods completed within 45 days prior to such date for which financial statements have not been released), 2010 and the related condensed consolidated statements of income and cash flows for the periods from the beginning of the Company and its Subsidiaries fiscal years in which such quarterly periods are included to the end of such quarterly periods, a consolidated statement of income for such quarterquarterly period, and consolidated balance sheets, statements of income and cash flows for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, prepared by the Company. All of said financial statements and the financial statements delivered pursuant to Section 4.12 hereof (including in each case the related schedules and notes) fairly present, and with respect to the financial statements delivered pursuant to Section 4.12, will fairly present, present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule thereof and the consolidated results of their operations and cash flows for the respective periods so specified indicated and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). Except for liabilities incurred in the ordinary course of business since January 3, 2010, the Company, The Company and its Material Subsidiaries and the Subsidiary Guarantors do not have any Material liabilities that, as of the Execution Date, that are not disclosed on the January 3, 2010 or the April 4, 2010 such financial statements and required to be so disclosed, or otherwise disclosed in the Disclosure Documents. Delivery within the time periods specified above of the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as applicable, each prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 5.5; provided, further, that the Company shall be deemed to have made such delivery of such Form 10-K or Form 10-Q, as applicable, if it shall have timely made such document available on the Securities and Exchange Commission’s XXXXX system, or its successor thereto.

Financial Statements; Material Liabilities. Prior to the Execution Date, the The Company has delivered to each Series 2017-A Purchaser copies and each Purchaser of any Accepted Notes the following financial statements identified by a principal financial officer of the audited Company: (i) consolidating and consolidated balance sheets of the Company and its consolidated Subsidiaries as at the last day of each of the three fiscal years of the Company most recently completed prior to the date as of January 3, 2010, December 28, 2008 which this representation is made or repeated to such Purchaser (other than fiscal years completed within 90 days prior to such date for which audited financial statements have not been released) and December 30, 2007, consolidating and the related consolidated statements of incomeoperations, cash flows and stockholders’ equity and cash flows for the fiscal years ended as of January 3, 2010, December 28, 2008 and December 30, 2007, and the unaudited condensed consolidated balance sheet of the Company and its consolidated Subsidiaries for the fiscal quarter ended April 4each such year, 2010 all reported on by BDO Xxxxxxx, LLP and the related condensed (ii) consolidating and consolidated statements of income and cash flows balance sheets of the Company and its consolidated Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 45 days prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidating and consolidated statements of operations, cash flows and stockholders’ equity for the periods from the beginning of the fiscal years in which such quarterquarterly periods are included to the end of such quarterly periods, prepared by the Company. All of said financial statements and the financial statements delivered pursuant to Section 4.12 hereof (including in each case the related schedules and notes) fairly present, and with respect to the financial statements delivered pursuant to Section 4.12, will fairly present, present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule thereof and the consolidated results of their operations and cash flows for the respective periods so specified indicated and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal normal, recurring, year-end adjustmentsaudit adjustments and the absence of GAAP notes thereto). Except for liabilities incurred in The Company shall be deemed to satisfy the ordinary course delivery requirements of business since January 3, 2010, this Section 5.5 if the Company, its Material Subsidiaries and the Subsidiary Guarantors do not have any Material liabilities that’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as of applicable, each prepared in accordance with the Execution Daterequirements therefor and filed with the Securities and Exchange Commission, are not disclosed made available on the January 3, 2010 or the April 4, 2010 financial statements and required to be so disclosed, or otherwise disclosed in the Disclosure DocumentsXXXXX.

Financial Statements; Material Liabilities. Prior to the Execution Date, the The Company has delivered to each Purchaser of any Accepted Notes copies of the audited consolidated balance sheets financial statements listed on Schedule 5.5 (as may be amended in connection with a Closing in accordance with Section 4.1 hereunder) and as identified by a principal financial officer of the Company including (i) a consolidating and consolidated balance sheet of the Parent Guarantor and its Subsidiaries as at September 30 in each of the three fiscal years of the Parent Guarantor most recently completed prior to the date as of January 3, 2010, December 28, 2008 Roanoke Gas Company Private Shelf Agreement which this representation is made or repeated to such Purchaser (other than fiscal years completed within 90 days prior to such date for which audited financial statements have not been released) and December 30, 2007, consolidating and the related consolidated statements of income, stockholderscash flows and shareholders’ equity of the Parent Guarantor and cash flows its Subsidiaries for the fiscal years ended as of January 3each such year, 2010all reported on by Xxxxx Xxxxxxx & Company, December 28, 2008 L.L.P. and December 30, 2007, and the unaudited condensed (ii) a consolidated balance sheet of the Company and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days prior to such date for the fiscal quarter ended April 4, 2010 which financial statements have not been released) and the related condensed comparable quarterly period in the preceding fiscal year and consolidated statements of income and income, cash flows and shareholders’ equity for the periods from the beginning of the Company and its Subsidiaries for fiscal years in which such quarterquarterly periods are included to the end of such quarterly periods, prepared by the Company. All of said such financial statements and the financial statements delivered pursuant to Section 4.12 hereof (including in each case the related schedules and notes) fairly present, and with respect to the financial statements delivered pursuant to Section 4.12, will fairly present, present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule thereof and the consolidated results of their operations and cash flows for the respective periods so specified indicated and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). Except for liabilities incurred in the ordinary course of business since January 3, 2010, the Company, The Company and its Material Subsidiaries and the Subsidiary Guarantors do not have any Material liabilities that, as of the Execution Date, that are not disclosed on the January 3, 2010 or the April 4, 2010 financial statements and required to be so disclosed, or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. Prior to the Execution Date, the The Company has delivered to each Purchaser of Accepted Notes copies of the audited consolidated balance sheets following financial statements identified by a Senior Financial Officer of the Company as of January 3, 2010, December 28, 2008 and December 30, 2007, and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended as of January 3, 2010, December 28, 2008 and December 30, 2007, and the unaudited condensed Company: (i) a consolidated balance sheet of the Company and its Subsidiaries as at December 31 in each of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 90 days prior to such date for the fiscal quarter ended April 4, 2010 which audited financial statements have not been released) and the related condensed consolidated statements of income and income, cash flows and a consolidated statement of shareholders’ equity of the Company and its Subsidiaries for each such quarteryear, all reported on by Ernst & Young L.L.P. (or a replacement auditor following the giving of notice pursuant to Section 7.1(g)) and (ii) a consolidated balance sheet of the Company and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidated statements of income, cash flows and a consolidated statement of shareholders’ equity for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the Company. All of said such financial statements and the financial statements delivered pursuant to Section 4.12 hereof (including in each case the related schedules and notes) fairly present, and with respect to the financial statements delivered pursuant to Section 4.12, will fairly present, present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule thereof and the consolidated results of their operations and cash flows for the respective periods so specified indicated and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). Except for liabilities incurred in The Company shall be deemed to have satisfied the ordinary course delivery requirements of business since January 3, 2010, this Section 5.5 if it shall have timely filed and made available the Company, its Material Subsidiaries and the Subsidiary Guarantors do not have any Material liabilities that’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as of the Execution Dateapplicable, are not disclosed available on the January 3, 2010 or the April 4, 2010 financial statements and required to be so disclosed, or otherwise disclosed in the Disclosure DocumentsXXXXX.

Financial Statements; Material Liabilities. Prior to the Execution Date, the The Company has delivered to each Purchaser copies of the audited consolidated balance sheets following financial statements of the Company as and its Subsidiaries, identified by a principal financial officer of January 3, 2010, December 28, 2008 and December 30, 2007, and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended as of January 3, 2010, December 28, 2008 and December 30, 2007, and the unaudited condensed Company: (i) a consolidated balance sheet of the Company and its Subsidiaries as at March 31 in each of the three Fiscal Years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than Fiscal Years completed within 90 days prior to such date for the fiscal quarter ended April 4, 2010 which audited financial statements have not been released) and the related condensed consolidated statements of income and cash flows and a consolidated statement of shareholders’ equity of the Company and its Subsidiaries for each such quarterFiscal Year, all reported on by PricewaterhouseCoopers LLP or another nationally recognized accounting firm and (ii) consolidated balance sheet of the Company and its Subsidiaries as at the end of the Fiscal Quarter (if any) most recently completed prior to such date and after the end of such Fiscal Year (other than quarterly periods completed within 45 days prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding Fiscal Year. All of said financial statements and the financial statements delivered pursuant to Section 4.12 hereof (including in each case the related schedules and notes) fairly present, and with respect to the financial statements delivered pursuant to Section 4.12, will fairly present, present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule financial statements and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to the absence of footnotes and normal year-end adjustments). Except for liabilities incurred in the ordinary course of business since January 3, 2010, the Company, The Company and its Material Subsidiaries and the Subsidiary Guarantors do not have any Material liabilities that, as of the Execution Date, that are not disclosed on the January 3, 2010 or the April 4, 2010 such financial statements and required to be so disclosed, or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. Prior to the Execution Date, the The Company has delivered to each Purchaser of any Accepted Notes copies of the audited consolidated balance sheets financial statements listed on Schedule 5.5 (as may be amended in connection with a Closing in accordance with Section 4.1 hereunder) and as identified by a principal financial officer of the Company including (i) a consolidating and consolidated balance sheet of the Parent Guarantor and its Subsidiaries as at September 30 in each of Roanoke Gas Company Private Shelf Agreement the three fiscal years of the Parent Guarantor most recently completed prior to the date as of January 3, 2010, December 28, 2008 which this representation is made or repeated to such Purchaser (other than fiscal years completed within 90 days prior to such date for which audited financial statements have not been released) and December 30, 2007, consolidating and the related consolidated statements of income, stockholderscash flows and shareholders’ equity of the Parent Guarantor and cash flows its Subsidiaries for the fiscal years ended as of January 3each such year, 2010all reported on by Xxxxx Xxxxxxx & Company, December 28, 2008 L.L.P. and December 30, 2007, and the unaudited condensed (ii) a consolidated balance sheet of the Company and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days prior to such date for the fiscal quarter ended April 4, 2010 which financial statements have not been released) and the related condensed comparable quarterly period in the preceding fiscal year and consolidated statements of income and income, cash flows and shareholders’ equity for the periods from the beginning of the Company and its Subsidiaries for fiscal years in which such quarterquarterly periods are included to the end of such quarterly periods, prepared by the Company. All of said such financial statements and the financial statements delivered pursuant to Section 4.12 hereof (including in each case the related schedules and notes) fairly present, and with respect to the financial statements delivered pursuant to Section 4.12, will fairly present, present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule thereof and the consolidated results of their operations and cash flows for the respective periods so specified indicated and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). Except for liabilities incurred in the ordinary course of business since January 3, 2010, the Company, The Company and its Material Subsidiaries and the Subsidiary Guarantors do not have any Material liabilities that, as of the Execution Date, that are not disclosed on the January 3, 2010 or the April 4, 2010 financial statements and required to be so disclosed, or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. Prior to the Execution Date, the The Company has delivered to each Purchaser of the TYG 2014 Notes and any Accepted Notes copies of the audited consolidated following financial statements identified by a principal financial officer of the Company: (i) the balance sheets and schedules of investments of the Company as at November 30th in each of January 3, 2010, December 28, 2008 and December 30, 2007, and the related consolidated statements of income, stockholders’ equity and cash flows for the three fiscal years ended as of January 3, 2010, December 28, 2008 and December 30, 2007, and the unaudited condensed consolidated balance sheet of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 90 days prior to such date for which audited financial statements have not been released) and its Subsidiaries for the fiscal quarter ended April 4, 2010 and the related condensed consolidated statements of income and changes in net assets and cash flows of the Company for each such year, all reported as of November 30th and its Subsidiaries (ii) balance sheets and schedules of investments of the Company as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days prior to such date for which financial statements have not been released) and statements of income and changes in net assets and cash flows for the periods from the beginning of the fiscal years in which such quarterquarterly periods are included to the end of such quarterly periods, prepared by the Company. All of said such financial statements and the financial statements delivered pursuant to Section 4.12 hereof (including in each case the related schedules and notes) fairly present, and with respect to the financial statements delivered pursuant to Section 4.12, will fairly present, present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule thereof and the consolidated results of their its operations and cash flows for the respective periods so specified indicated and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end year‑end adjustments). Except for liabilities incurred in the ordinary course of business since January 3, 2010, the Company, its Material Subsidiaries and the Subsidiary Guarantors do The Company does not have any Material liabilities that, as of the Execution Date, that are not disclosed on the January 3, 2010 or the April 4, 2010 such financial statements and required to be so disclosed, or otherwise disclosed in the Disclosure Documents.. Tortoise Energy Infrastructure Corporation Note Purchase and Private Shelf Agreement

Financial Statements; Material Liabilities. Prior to the Execution Date, the The Company has delivered to each Purchaser of Accepted Notes copies of the audited following financial statements identified by a principal financial officer of the Company: (a) consolidated balance sheets of the Company and its Subsidiaries as at December 31 in each of the three fiscal years of the Company most recently completed prior to the date as of January 3which this representation is made or repeated to such Purchaser (other than fiscal years completed within 120 days prior to such date for which audited financial statements have not been released) and consolidated statements of income, 2010stockholders’ equity and cash flows of the Company and its Subsidiaries for each such year, December 28all reported on by independent public accountants of recognized national standing and (b) a consolidated balance sheet of the Company and its Subsidiaries as at the end of the quarterly period, 2008 if any, most recently completed prior to such date and December 30, 2007, after the end of such fiscal year (other than quarterly periods completed within 60 days prior to such date for which financial statements have not been released) and the related comparable quarterly period in the preceding fiscal year and consolidated statements of income, stockholders’ equity and cash flows for the periods from the beginning of the fiscal years ended as in which such quarterly periods are included to the end of January 3such quarterly periods, 2010, December 28, 2008 and December 30, 2007, and prepared by the unaudited condensed consolidated balance sheet of the Company and its Subsidiaries for the fiscal quarter ended April 4, 2010 and the related condensed consolidated statements of income and cash flows of the Company and its Subsidiaries for such quarterCompany. All of said such financial statements and the financial statements delivered pursuant to Section 4.12 hereof (including in each case the related schedules and notes) fairly present, and with respect to the financial statements delivered pursuant to Section 4.12, will fairly present, present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule thereof and the consolidated results of their operations and cash flows for the respective periods so specified indicated and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to audits and normal year-end adjustments). Except for liabilities incurred in the ordinary course of business since January 3, 2010, the Company, The Company and its Material Subsidiaries and the Subsidiary Guarantors do not have any Material liabilities that, as of the Execution Date, that are not disclosed on the January 3, 2010 or the April 4, 2010 financial statements and required to be so disclosed, or otherwise disclosed in the Disclosure Documents.. Section 5.6

Financial Statements; Material Liabilities. Prior to the Execution Date, the The Company has delivered or otherwise made available to each Purchaser copies of the audited consolidated balance sheets 2010 Notes and any Accepted Notes the following financial statements identified by a principal financial officer of the Company as of January 3, 2010, December 28, 2008 and December 30, 2007, and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended as of January 3, 2010, December 28, 2008 and December 30, 2007, and the unaudited condensed Company: (a) a consolidated balance sheet of the Company and its Subsidiaries as at the last day of each of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 90 days prior to such date for the fiscal quarter ended April 4, 2010 which audited financial statements have not been released) and the related condensed consolidated statements of income and income, cash flows and shareholders’ equity of the Company and its Subsidiaries for each such quarteryear, all reported on by PricewaterhouseCoopers, LLP and (b) a consolidated balance sheet of the Company and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidated statements of income, cash flows and shareholders’ equity for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the Company. All of said financial statements and the financial statements delivered pursuant to Section 4.12 hereof (including in each case the related schedules and notes) fairly present, and with respect to the financial statements delivered pursuant to Section 4.12, will fairly present, present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule financial statements and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). Except for liabilities incurred in the ordinary course of business since January 3, 2010, the Company, its Material Subsidiaries and the Subsidiary Guarantors do not have any Material liabilities that, as of the Execution Date, are not disclosed on the January 3, 2010 or the April 4, 2010 financial statements and required to be so disclosed, or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. Prior to the Execution Date, the Company The Guarantor has delivered to each Purchaser copies of the audited following financial statements, identified by a Senior Financial Officer: (a) consolidated balance sheets of the Company as of January 3, 2010, December 28, 2008 and December 30, 2007, and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended as of January 3, 2010, December 28, 2008 and December 30, 2007, and the unaudited condensed consolidated balance sheet of the Company Guarantor and its Subsidiaries for as of the last day of the fiscal quarter ended April 4, 2010 year in each of the three fiscal years of the Guarantor most recently completed prior to the date as of which this representation is made or repeated to Prudential or such Purchaser (other than fiscal years completed within 120 days prior to such date for which audited financial statements have not been released) and the related condensed consolidated statements of income and cash flows and a consolidated statement of shareholders’ equity of the Company Guarantor and its Subsidiaries for each such quarteryear, all reported on by an independent certified public accounting firm of nationally recognized standing and (b) consolidated and consolidating balance sheets of the Guarantor and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 45 days prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidated statements of income and cash flows and a consolidated statement of shareholders’ equity for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the Guarantor. All of said financial statements and the financial statements delivered pursuant to Section 4.12 hereof (including in each case the related schedules and notes) fairly present, and with respect to the financial statements delivered pursuant to Section 4.12, will fairly present, present in all material respects the consolidated financial position of the Company Guarantor and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). Except for liabilities incurred in the ordinary course of business since January 3, 2010, the Company, The Guarantor and its Material Subsidiaries and the Subsidiary Guarantors do not have any Material liabilities that, as of the Execution Date, that are not disclosed on the January 3, 2010 or the April 4, 2010 such financial statements and required to be so disclosed, or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. Prior to the Execution Date, the The Company has delivered to each Original Purchaser copies and each Purchaser of any Accepted Notes the following financial statements identified by a principal financial officer of the audited Company: (i) consolidating and consolidated balance sheets of the Company and its consolidated Subsidiaries as at the last day of each of the three fiscal years of the Company most recently completed prior to the date as of January 3, 2010, December 28, 2008 which this representation is made or repeated to such Purchaser (other than fiscal years completed within 90 days prior to such date for which audited financial statements have not been released) and December 30, 2007, consolidating and the related consolidated statements of incomeoperations, cash flows and stockholders’ equity and cash flows for the fiscal years ended as of January 3, 2010, December 28, 2008 and December 30, 2007, and the unaudited condensed consolidated balance sheet of the Company and its consolidated Subsidiaries for the fiscal quarter ended April 4each such year, 2010 all reported on by BDO Xxxxxxx, LLP and the related condensed (ii) consolidating and consolidated statements of income and cash flows balance sheets of the Company and its consolidated Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 45 days prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidating and consolidated statements of operations, cash flows and stockholders’ equity for the periods from the beginning of the fiscal years in which such quarterquarterly periods are included to the end of such quarterly periods, prepared by the Company. All of said financial statements and the financial statements delivered pursuant to Section 4.12 hereof (including in each case the related schedules and notes) fairly present, and with respect to the financial statements delivered pursuant to Section 4.12, will fairly present, present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule thereof and the consolidated results of their operations and cash flows for the respective periods so specified indicated and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal normal, recurring, year-end adjustmentsaudit adjustments and the absence of GAAP notes thereto). Except for liabilities incurred in The Company shall be deemed to satisfy the ordinary course delivery requirements of business since January 3, 2010, this Section 5.5 if the Company, its Material Subsidiaries and the Subsidiary Guarantors do not have any Material liabilities that’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as of applicable, each prepared in accordance with the Execution Daterequirements therefor and filed with the Securities and Exchange Commission, are not disclosed made available on the January 3, 2010 or the April 4, 2010 financial statements and required to be so disclosed, or otherwise disclosed in the Disclosure DocumentsXXXXX.

Financial Statements; Material Liabilities. Prior to the Execution Date, the The Company has delivered to each Purchaser copies of any Note the audited consolidated balance sheets of the Company as of January 3, 2010, December 28, 2008 and December 30, 2007, and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended as of January 3, 2010, December 28, 2008 and December 30, 2007, and the unaudited condensed following financial statements: (i) a consolidated balance sheet of the Company and its Subsidiaries as at the last date of its fiscal year in each of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 90 days prior to such date for the fiscal quarter ended April 4, 2010 which audited financial statements have not been released) and the related condensed consolidated statements of income and cash flows and a consolidated statement of shareholders' equity of the Company and its Subsidiaries for each such quarteryear, all reported on by Ernst & Young LLP (or such other nationally recognized accounting firm as may be reasonably acceptable to such Purchaser) and (ii) consolidated balance sheet of the Company and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 45 days prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidated statements of income and cash flows and a consolidated statement of shareholders' equity for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the Company. All of said financial statements and the financial statements delivered pursuant to Section 4.12 hereof (including in each case the related schedules and notes) fairly present, and with respect to the financial statements delivered pursuant to Section 4.12, will fairly present, present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule thereof and the consolidated results of their operations and cash flows for the respective periods so specified indicated and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). Except for liabilities incurred in the ordinary course of business since January 3, 2010, the Company, The Company and its Material Subsidiaries and the Subsidiary Guarantors do not have any Material material liabilities that, as of the Execution Date, that are not disclosed on the January 3, 2010 or the April 4, 2010 such financial statements and required to be so disclosed, or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. Prior to the Execution Date, the The Company has delivered to each Purchaser copies of any Accepted Notes the following financial statements identified by a principal financial officer of the audited Company: (a) consolidating and consolidated balance sheets of the Company and its consolidated Subsidiaries as at the last day of each of the three fiscal years of the Company most recently completed prior to the date as of January 3, 2010, December 28, 2008 which this representation is made or repeated to such Purchaser (other than fiscal years completed within 90 days prior to such date for which audited financial statements have not been released) and December 30, 2007, consolidating and the related consolidated statements of incomeoperations, cash flows and stockholders’ equity and cash flows for the fiscal years ended as of January 3, 2010, December 28, 2008 and December 30, 2007, and the unaudited condensed consolidated balance sheet of the Company and its consolidated Subsidiaries for the fiscal quarter ended April 4each such year, 2010 all reported on by BDO Xxxxxxx, LLP and the related condensed (ii) consolidating and consolidated statements of income and cash flows balance sheets of the Company and its consolidated Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 45 days prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidating and consolidated statements of operations, cash flows and stockholders' equity for the periods from the beginning of the fiscal years in which such quarterquarterly periods are included to the end of such quarterly periods, prepared by the Company. All of said financial statements and the financial statements delivered pursuant to Section 4.12 hereof (including in each case the related schedules and notes) fairly present, and with respect to the financial statements delivered pursuant to Section 4.12, will fairly present, present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule thereof and the consolidated results of their operations and cash flows for the respective periods so specified indicated and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal normal, recurring, year-end adjustmentsaudit adjustments and the absence of GAAP notes thereto). Except for liabilities incurred in The Company shall be deemed to satisfy the ordinary course delivery requirements of business since January 3, 2010, this Section 5.5 if the Company, its Material Subsidiaries and the Subsidiary Guarantors do not have any Material liabilities that’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as of applicable, each prepared in accordance with the Execution Daterequirements therefor and filed with the Securities and Exchange Commission, are not disclosed made available on the January 3, 2010 or the April 4, 2010 financial statements and required to be so disclosed, or otherwise disclosed in the Disclosure DocumentsXXXXX.

Financial Statements; Material Liabilities. Prior to the Execution Date, the The Company has delivered to each Purchaser copies of the audited consolidated balance sheets following financial statements of the Company as and its Subsidiaries, identified by a principal financial officer of January 3, 2010, December 28, 2008 and December 30, 2007, and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended as of January 3, 2010, December 28, 2008 and December 30, 2007, and the unaudited condensed Company: (i) a consolidated balance sheet of the Company and its Subsidiaries as at March 31 in each of the three Fiscal Years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than Fiscal Years completed within 90 days prior to such date for the fiscal quarter ended April 4, 2010 which audited financial statements have not been released) and the related condensed consolidated statements of income and cash flows and a consolidated statement of shareholders’ equity of the Company and its Subsidiaries for each such quarterFiscal Year, all reported on by a nationally recognized accounting firm reasonably acceptable to such Purchaser and (ii) consolidated balance sheet of the Company and its Subsidiaries as at the end of the Fiscal Quarter (if any) most recently completed prior to such date and after the end of such Fiscal Year (other than quarterly periods completed within 45 days prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding Fiscal Year. All of said financial statements and the financial statements delivered pursuant to Section 4.12 hereof (including in each case the related schedules and notes) fairly present, and with respect to the financial statements delivered pursuant to Section 4.12, will fairly present, present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule financial statements and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). Except for liabilities incurred in the ordinary course of business since January 3, 2010, the Company, The Company and its Material Subsidiaries and the Subsidiary Guarantors do not have any Material liabilities that, as of the Execution Date, that are not disclosed on the January 3, 2010 or the April 4, 2010 such financial statements and required to be so disclosed, or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. Prior to the Execution Date, the Company has delivered to each Purchaser copies of the audited consolidated balance sheets of the Company as of January 3, 2010, December 28, 2008 2014, December 29, 2013 and December 30, 20072012, and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended as of January 3, 2010, December 28, 2008 2014, December 29, 2013 and December 30, 20072012, and the unaudited condensed consolidated balance sheet of the Company and its Subsidiaries for the fiscal quarter ended April 4June 28, 2010 2015 and the related condensed consolidated statements of income and cash flows of the Company and its Subsidiaries for such quarter. All of said financial statements and the financial statements delivered pursuant to Section 4.12 hereof (including in each case the related schedules and notes) fairly present, and with respect to the financial statements delivered pursuant to Section 4.12, will fairly present, in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). Except for liabilities incurred in the ordinary course of business since January 3June 28, 20102015, the Company, its Material Subsidiaries and the Subsidiary Guarantors do not have any Material liabilities that, as of the Execution Date, are not disclosed on the January 3June 28, 2010 or the April 4, 2010 2015 financial statements and required to be so disclosed, or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. Prior to the Execution Date, the Company The Issuer has delivered to Prudential and each Purchaser copies of the audited consolidated balance sheets of the Company as of January 3following financial statements, 2010, December 28, 2008 and December 30, 2007, and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended as of January 3, 2010, December 28, 2008 and December 30, 2007, and the unaudited condensed identified by a Financial Officer: (a) a consolidated balance sheet of the Company Issuer and its Subsidiaries for as of the last day of the fiscal quarter ended April 4, 2010 year in each of the three fiscal years of the Issuer most recently completed prior to the date as of which this representation is made or repeated to Prudential or such Purchaser (other than fiscal years completed within 100 days prior to such date for which audited financial statements have not been released) and the related condensed consolidated statements of income and cash flows and a consolidated statement of shareholders’ or members’ equity, or partnership interests, as the case may be, of the Company Issuer and its Subsidiaries for each such quarteryear, all reported on by an independent certified public accounting firm of nationally recognized standing and (b) a consolidated balance sheet of the Issuer and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 50 days prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidated statements of income and cash flows and a consolidated statement of shareholders’ or members’ equity, or partnership interests, as the case may be, for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the Issuer. All of said such financial statements and the financial statements delivered pursuant to Section 4.12 hereof (including in each case the related schedules and notes) fairly present, and with respect to the financial statements delivered pursuant to Section 4.12, will fairly present, present in all material respects the consolidated financial position of the Company Issuer and its Subsidiaries as of the respective dates specified in such Schedule financial statements and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). Except for liabilities incurred in the ordinary course of business since January 3, 2010, the Company, The Issuer and its Material Subsidiaries and the Subsidiary Guarantors do not have any Material liabilities that, as of the Execution Date, that are not disclosed on the January 3, 2010 or the April 4, 2010 financial statements and required to be so disclosed, or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. Prior to the Execution Date, the The Company has delivered to Prudential and each Purchaser copies of the audited consolidated balance sheets following financial statements of the Company as of January 3, 2010, December 28, 2008 and December 30, 2007, and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended as of January 3, 2010, December 28, 2008 and December 30, 2007, and the unaudited condensed its Subsidiaries: (a) a consolidated balance sheet of the Company and its Subsidiaries for as of the last day of the fiscal quarter ended April 4, 2010 year in each of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to Prudential or such Purchaser (other than fiscal years completed within 105 days prior to such date for which audited financial statements have not been released) and the related condensed consolidated statements of income and cash flows and a consolidated statement of shareholders’ equity and cash flows, of the Company and its Subsidiaries for each such quarteryear, all reported on by an independent certified public accounting firm of nationally or regionally recognized standing and (b) a consolidated balance sheet of the Company and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidated statements of income and cash flows and a consolidated statement of shareholders’ equity interests and cash flows for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the Company. All of said such financial statements and the financial statements delivered pursuant to Section 4.12 hereof (including in each case the related schedules and notes) fairly present, and with respect to the financial statements delivered pursuant to Section 4.12, will fairly present, present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the their respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except (a) as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments), and (b) as specifically disclosed in writing by the Company in its public filings with the SEC. Except for liabilities incurred in the ordinary course of business since January 3, 2010, the Company, The Company and its Material Subsidiaries and the Subsidiary Guarantors do not have any Material liabilities that, as of the Execution Date, that are not disclosed on the January 3, 2010 or the April 4, 2010 such financial statements and required to be so disclosed, or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. Prior to the Execution Date, the The Company has delivered to AIG and each Purchaser copies of any Accepted Notes the following financial statements identified by a principal financial officer of the audited Company: (i) consolidating and consolidated balance sheets of the Company and its consolidated Subsidiaries as at the last day of each of the three fiscal years of the Company most recently completed prior to the date as of January 3, 2010, December 28, 2008 which this representation is made or repeated to such Purchaser (other than fiscal years completed within 90 days prior to such date for which audited financial statements have not been released) and December 30, 2007, consolidating and the related consolidated statements of incomeoperations, cash flows and stockholders’ equity and cash flows for the fiscal years ended as of January 3, 2010, December 28, 2008 and December 30, 2007, and the unaudited condensed consolidated balance sheet of the Company and its consolidated Subsidiaries for the fiscal quarter ended April 4each such year, 2010 all reported on by BDO Xxxxxxx, LLP and the related condensed (ii) consolidating and consolidated statements of income and cash flows balance sheets of the Company and its consolidated Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 45 days prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidating and consolidated statements of operations, cash flows and stockholders’ equity for the periods from the beginning of the fiscal years in which such quarterquarterly periods are included to the end of such quarterly periods, prepared by the Company. All of said financial statements and the financial statements delivered pursuant to Section 4.12 hereof (including in each case the related schedules and notes) fairly present, and with respect to the financial statements delivered pursuant to Section 4.12, will fairly present, present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule thereof and the consolidated results of their operations and cash flows for the respective periods so specified indicated and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal normal, recurring, year-end adjustmentsaudit adjustments and the absence of GAAP notes thereto). Except for liabilities incurred in The Company shall be deemed to satisfy the ordinary course delivery requirements of business since January 3, 2010, this Section 5.5 if the Company, its Material Subsidiaries and the Subsidiary Guarantors do not have any Material liabilities that’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as of applicable, each prepared in accordance with the Execution Daterequirements therefor and filed with the Securities and Exchange Commission, are not disclosed made available on the January 3, 2010 or the April 4, 2010 financial statements and required to be so disclosed, or otherwise disclosed in the Disclosure DocumentsXXXXX.

Financial Statements; Material Liabilities. Prior to the Execution Date, the The Company has delivered to each Purchaser of any Accepted Notes copies of the audited consolidated balance sheets following financial statements identified by a principal financial officer of the Company as of January 3, 2010, December 28, 2008 and December 30, 2007, and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended as of January 3, 2010, December 28, 2008 and December 30, 2007, and the unaudited condensed Company: (a) consolidated balance sheet of the Company and its Subsidiaries as at December 31 in each of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 90 days prior to such date for which audited financial statements have not been released) and consolidated statements of income, cash flows shareholders’ equity of the Company and its Subsidiaries in each case as audited by Ernst & Young LLP or such other nationally recognized registered independent public accounting firm and (b) a consolidated balance sheet of the Company and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal quarter ended April 4, 2010 year (other than quarterly periods completed within 60 days prior to such date for which financial statements have not been released) and the related condensed preceding fiscal year end and consolidated statements of income and cash flows for the periods from the beginning of the Company and its Subsidiaries for fiscal years in which such quarterquarterly periods are included to the end of such quarterly periods, prepared by the Company. All of said financial statements and the financial statements delivered pursuant to Section 4.12 hereof (including in each case the related schedules and notes) fairly present, and with respect to the financial statements delivered pursuant to Section 4.12, will fairly present, present in all material respects the consolidated financial position of the Company and its Subsidiaries as of and at the respective dates specified in such Schedule indicated therein and the consolidated results of their operations and cash flows for the respective periods so specified indicated and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto and except that the interim financial statements may not contain all GAAP notes to such financial statements (subject, in the case of any interim financial statements, to normal year-end adjustments). Except for liabilities incurred in the ordinary course of business since January 3, 2010, the Company, The Company and its Material Subsidiaries and the Subsidiary Guarantors do not have any Material liabilities that, as of the Execution Date, that are not disclosed on the January 3, 2010 or the April 4, 2010 such financial statements and required to be so disclosed, or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. Prior to the Execution Date, the The Company has delivered to each Purchaser of Accepted Notes copies of the audited consolidated balance sheets following financial statements identified by a Senior Financial Officer of the Company as of January 3, 2010, December 28, 2008 and December 30, 2007, and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended as of January 3, 2010, December 28, 2008 and December 30, 2007, and the unaudited condensed Company: (i) a consolidated balance sheet of the Company and its Subsidiaries as at December 31 in each of the three fiscal years of the Company’s most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 90 days prior to such date for the fiscal quarter ended April 4, 2010 which audited financial statements have not been released) and the related condensed consolidated statements of income and income, cash flows and a consolidated statement of shareholders’ equity of the Company and its Subsidiaries for each such quarteryear, all reported on by Ernst & Young L.L.P. (or a replacement auditor following the giving of notice pursuant to Section 7.1(g)) and (ii) a consolidated balance sheet of the Company and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidated statements of income, cash flows and a consolidated statement of shareholders’ equity for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the Company. All of said such financial statements and the financial statements delivered pursuant to Section 4.12 hereof (including in each case the related schedules and notes) fairly present, and with respect to the financial statements delivered pursuant to Section 4.12, will fairly present, present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule thereof and the consolidated results of their operations and cash flows for the respective periods so specified indicated and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). Except for liabilities incurred in The Company shall be deemed to have satisfied the ordinary course delivery requirements of business since January 3, 2010, this Section 5.5 if it shall have timely filed and made available the Company, its Material Subsidiaries and the Subsidiary Guarantors do not have any Material liabilities that’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as of the Execution Dateapplicable, are not disclosed available on the January 3, 2010 or the April 4, 2010 financial statements and required to be so disclosed, or otherwise disclosed in the Disclosure DocumentsXXXXX.

Financial Statements; Material Liabilities. Prior to the Execution Date, the The Company has delivered to each Purchaser of the Series A Notes and any Accepted Notes copies of the audited consolidated balance sheets following financial statements identified by a principal financial officer of the Company as of January 3, 2010, December 28, 2008 and December 30, 2007, and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended as of January 3, 2010, December 28, 2008 and December 30, 2007, and the unaudited condensed Company: (a) a consolidated balance sheet of the Company and its Subsidiaries as at June 30 in each of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 90 days prior to such date for the fiscal quarter ended April 4, 2010 which audited financial statements have not been released) and the related condensed consolidated statements of income and income, cash flows and changes in shareholders’ equity of the Company and its Subsidiaries for each such quarteryear, all reported on by Deloitte & Touche LLP (or any other nationally recognized independent accounting firm selected by the Company’s audit committee or Board of Directors) and (ii) a consolidated balance sheet of the Company and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 45 days prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidated statements of income, cash flows and changes in shareholders’ equity for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the Company. All of said financial statements and the financial statements delivered pursuant to Section 4.12 hereof (including in each case the related schedules and notes) fairly present, and with respect to the financial statements delivered pursuant to Section 4.12, will fairly present, present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule thereof and the consolidated results of their operations and cash flows for the respective periods so specified indicated and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). Except for liabilities incurred in the ordinary course of business since January 3, 2010, the Company, The Company and its Material Subsidiaries and the Subsidiary Guarantors do not have any Material liabilities that, as of the Execution Date, that are not disclosed on the January 3, 2010 or the April 4, 2010 such financial statements and required to be so disclosed, or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. Prior to the Execution Date, the The Company has delivered to each Investor Group Representative and each Purchaser copies of the audited consolidated balance sheets of the Company as of January 3, 2010, December 28, 2008 and December 30, 2007, and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended as of January 3, 2010, December 28, 2008 and December 30, 2007, and the unaudited condensed consolidated following financial statements: (a) a Consolidated balance sheet of the Company and its Subsidiaries as of the last day of each of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Investor Group Representative and such Purchaser (herein, the “delivery date”) (other than fiscal years completed within 90 days prior to the delivery date for the fiscal quarter ended April 4, 2010 which audited financial statements have not been released) and the related condensed consolidated Consolidated statements of income and income, cash flows and shareholders’ equity of the Company and its Subsidiaries for each such quarteryear, all audited by independent public accountants of recognized national standing and (b) a Consolidated balance sheet of the Company and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to the delivery date and after the end of the most recent fiscal year for which financial statements have been delivered pursuant to clause (a) above (other than (1) quarterly periods completed within 45 days prior to the delivery date for which financial statements have not been released and (2) for the last quarterly period in any fiscal year, provided that, in the case of this clause (2), the Company shall have delivered the Consolidated balance sheet for the third quarterly period in such fiscal year) and Consolidated statements of income, cash flows and, if then prepared by the Company, shareholders’ equity for the periods from the beginning of the fiscal year in which such quarterly periods are included to the end of such quarterly periods, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year and prepared by the Company. All of said such financial statements and the financial statements delivered pursuant to Section 4.12 hereof (including in each case the related schedules and notes) fairly present, and with respect to the financial statements delivered pursuant to Section 4.12, will fairly present, present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule therein and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). Except for liabilities incurred in the ordinary course of business since January 3, 2010, the Company, The Company and its Material Subsidiaries and the Subsidiary Guarantors do not have any Material liabilities that, as of the Execution Date, that are not disclosed on the January 3, 2010 or the April 4, 2010 financial statements and required to be so disclosed, or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. Prior to the Execution Date, the The Company has delivered to each Purchaser of any Accepted Notes copies of the audited consolidated balance sheets following financial statements identified by a Senior Financial Officer of the Company as of January 3, 2010, December 28, 2008 and December 30, 2007, and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended as of January 3, 2010, December 28, 2008 and December 30, 2007, and the unaudited condensed Company: (i) a consolidated balance sheet of the Company and its Subsidiaries as of the end of each of the two fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 90 days prior to such date for the fiscal quarter ended April 4, 2010 which audited financial statements have not been released) and the related condensed consolidated statements of income operations and cash flows and a consolidated statement of stockholders’ equity of the Company and its Subsidiaries for each of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such quarterPurchaser (other than fiscal years completed within 90 days prior to such date for which audited financial statements have not been released), all reported on by Deloitte and Touche LLP (or other independent public accountants of recognized national standing) and (ii) a consolidated balance sheet of the Company and its Subsidiaries as at the end of the quarterly fiscal period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly fiscal periods completed within 60 days prior to such date for which financial statements have not been released) and the comparable quarterly fiscal period in the preceding fiscal year and consolidated statements of operations and cash flows and a consolidated statement of stockholders’ equity for the periods from the beginning of the fiscal years in which such quarterly fiscal periods are included to the end of such quarterly fiscal periods, prepared by the Company. All of said financial statements and the financial statements delivered pursuant to Section 4.12 hereof (including in each case the related schedules and notes) fairly present, and with respect to the financial statements delivered pursuant to Section 4.12, will fairly present, present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule thereof and the consolidated results of their operations and cash flows for the respective periods so specified indicated and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). Except for liabilities incurred in the ordinary course of business since January 3, 2010, the Company, its Material Subsidiaries adjustments and the Subsidiary Guarantors do not have any Material liabilities thatabsence of footnotes) and show all liabilities, as direct and contingent, of the Execution Date, are not disclosed on the January 3, 2010 or the April 4, 2010 financial statements Company and its Subsidiaries required to be so disclosed, or otherwise disclosed shown in the Disclosure Documentsaccordance with GAAP.

Financial Statements; Material Liabilities. Prior to the Execution Date, the The Company has delivered to each Purchaser copies of the audited consolidated balance sheets of the Company as of January 3, 2010, December 28, 2008 and December 30, 2007, and the related consolidated financial statements of income, stockholders’ equity and cash flows for the fiscal years ended as of January 3, 2010, December 28, 2008 and December 30, 2007, and the unaudited condensed consolidated balance sheet of the Company and its Subsidiaries for the fiscal quarter ended April 4, 2010 and the related condensed consolidated statements of income and cash flows of the Company and its Subsidiaries for such quarterlisted on Schedule 5.5. All of said financial statements and the financial statements delivered pursuant to Section 4.12 hereof (including in each case the related schedules and notes) fairly present, and with respect to the financial statements delivered pursuant to Section 4.12, will fairly present, present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). Except for liabilities incurred in the ordinary course of business since January 3, 2010, the Company, The Company and its Material Subsidiaries and the Subsidiary Guarantors do not have any Material liabilities that, as of the Execution Date, that are not disclosed on the January 3, 2010 or the April 4, 2010 such financial statements and required to be so disclosed, or otherwise disclosed in the Disclosure Documents. Neither Company nor any of its Subsidiaries has (and will not have following the issuance of the Notes) any contingent obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that, as of the Restatement Closing Date, is not reflected in the foregoing financial statements or the notes thereto and, as of any date subsequent to the date of the Closing, is not reflected in the most recent financial statements delivered to Lenders pursuant to Section 7.1 or the notes thereto and that, in any such case, is Material in relation to the business, operations, affairs, financial condition, Properties, assets or prospects of Company or its Subsidiaries.