Common use of Financial Statements; Pro Forma Balance Sheet Clause in Contracts

Financial Statements; Pro Forma Balance Sheet. On or before the Restatement Date, Lenders shall have received from Company (i) audited consolidated financial statements of Company and its Subsidiaries for Fiscal Years 2004, 2005 and 2006, consisting of balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows for such Fiscal Years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (ii) audited financial statements of Xxxxxxxx’x Fish Market for fiscal years 2005 and 2006 and of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin) and the Xxxxxxxx’x Steakhouse located at Crosswoods (Columbus, Ohio; relocated to Polaris, Columbus, Ohio)) for fiscal year 2006, consisting of balance sheets and the related statements of income and cash flows for such fiscal years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (iii) unaudited financial statements of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)) for fiscal year 2005, consisting of balance sheets and the related statements of income and cash flows for such fiscal year, (iv) unaudited consolidated balance sheets as at the end of the Fiscal Quarters ended March 25, 2007, June 24, 2007, September 30, 2007 and December 30, 2007, and the related consolidated statements of income, stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Quarters and for the period from the beginning of Fiscal Year 2007 to the end of each such Fiscal Quarter, all in reasonable detail and certified by the chief financial officer of Company that they fairly present the financial condition of Company and its Subsidiaries as at the date indicated and the results of their operations and their cash flows for the period indicated, subject to changes resulting from audit and normal year-end adjustments, (v) unaudited balance sheets as at the end of the six-month period ended June 30, 2007 and at the end of the fiscal quarters ended September 30, 2007 and December 30, 2007, and the related statements of income and cash flows of the Acquired Business (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)) for such six-month period, such fiscal quarters and for the period from January 1, 2007 to the end of each such period, all in reasonable detail, subject to changes resulting from audit and normal year-end adjustments, (vi) a pro forma consolidated balance sheet of Company and its Subsidiaries as at the Restatement Date, prepared in accordance with GAAP and reflecting the consummation of the Acquisition, the related financings and the other transactions contemplated by the Loan Documents and the Acquisition Agreement, which pro forma balance sheet shall be in form and substance satisfactory to Administrative Agent, and (vii) projected financial statements consisting of consolidated balance sheets, statements of income and cash flow statements of Company and its Subsidiaries for Fiscal Years 2008 through and including 2013.

Financial Statements; Pro Forma Balance Sheet. On or before the Restatement Closing Date, Lenders shall have received from Company (i) audited consolidated financial statements of Company Holdings and its Subsidiaries for Fiscal Years 2004, 2005 1995 and 20061996 and unaudited consolidated financial statements of Holding and its Subsidiaries for Fiscal Year 1994, consisting of consolidated balance sheets and the related consolidated statements of income, stockholders’ ' equity and cash flows for such Fiscal Years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (ii) audited unaudited consolidated financial statements of Xxxxxxxx’x Fish Market Holdings and its Subsidiaries for each fiscal years 2005 month and 2006 and Fiscal Quarter ended subsequent to the date of Cameron’s Steakhouse the most recent financial statements delivered pursuant to clause (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin) and the Xxxxxxxx’x Steakhouse located at Crosswoods (Columbus, Ohio; relocated to Polaris, Columbus, Ohioi)) for fiscal year 2006, consisting of balance sheets and the related statements of income and cash flows for such fiscal years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (iii) unaudited financial statements of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)) for fiscal year 2005, consisting of balance sheets and the related statements of income and cash flows for such fiscal year, (iv) unaudited consolidated balance sheets as at the end of the Fiscal Quarters ended March 25, 2007, June 24, 2007, September 30, 2007 and December 30, 2007, and the related consolidated statements of income, stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Quarters and periods (except for the period from the beginning statements of Fiscal Year 2007 to the end of cash flows for each such Fiscal Quartermonthly period), all in reasonable detail and certified by the chief principal financial officer or principal accounting officer of Company Holdings that they fairly present present, in all material respects, the financial condition of Company Holdings and its Subsidiaries as at the date dates indicated and the results of their operations and their cash flows for the period periods indicated, subject to changes resulting from audit and normal year-end adjustments, (v) unaudited balance sheets as at adjustments and the end absence of the six-month period ended June 30, 2007 and at the end of the fiscal quarters ended September 30, 2007 and December 30, 2007footnotes, and the related statements of income and cash flows of the Acquired Business (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)iii) for such six-month period, such fiscal quarters and for the period from January 1, 2007 to the end of each such period, all in reasonable detail, subject to changes resulting from audit and normal year-end adjustments, (vi) a pro forma consolidated balance sheet sheets of Company Holdings and its Subsidiaries as at the Restatement Datedate of the most recent consolidated balance sheet delivered pursuant to clause (ii), prepared in accordance with GAAP and reflecting the consummation of the AcquisitionRecapitalization Transactions and the Merger, the related financings and the other transactions contemplated by the Loan Documents and the Acquisition AgreementRelated Agreements as if such transactions had occurred on such date, which pro forma balance sheet financial statements shall be in form and substance reasonably satisfactory to Administrative Agent, and (vii) projected financial statements consisting of consolidated balance sheets, statements of income and cash flow statements of Company and its Subsidiaries for Fiscal Years 2008 through and including 2013Lenders.

Financial Statements; Pro Forma Balance Sheet. On or before the Restatement Closing Date, Lenders shall have received from Company (i) audited consolidated financial statements of Company Borrower and its Subsidiaries for Fiscal Years 20041998, 2005 1999 and 20062000, consisting of balance sheets and the related consolidated and consolidating statements of income, stockholders’ ' equity and cash flows for such Fiscal Years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (ii) audited unaudited financial statements of Xxxxxxxx’x Fish Market for fiscal years 2005 Borrower and 2006 and of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukeeits Subsidiaries as at February 28, Wisconsin) and the Xxxxxxxx’x Steakhouse located at Crosswoods (Columbus, Ohio; relocated to Polaris, Columbus, Ohio)) for fiscal year 20062001, consisting of a balance sheets sheet and the related consolidated and consolidating statements of income and cash flows for the two-month period ending on such fiscal years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (iii) unaudited financial statements of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)) for fiscal year 2005, consisting of balance sheets and the related statements of income and cash flows for such fiscal year, (iv) unaudited consolidated balance sheets as at the end of the Fiscal Quarters ended March 25, 2007, June 24, 2007, September 30, 2007 and December 30, 2007, and the related consolidated statements of income, stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Quarters and for the period from the beginning of Fiscal Year 2007 to the end of each such Fiscal Quarterdate, all in reasonable detail and certified by the chief financial officer of Company Borrower that they fairly present the financial condition of Company Borrower and its Subsidiaries as at the date dates indicated and the results of their operations and their cash flows for the period periods indicated, subject to the absence of footnotes and changes resulting from audit and normal year-end adjustments, (viii) the unaudited consolidated balance sheets sheet of BJI as at December 31, 2000 and the end related consolidated statements of income, stockholders' equity and cash flows of BJI for the six-month period ended June 30Fiscal Year then ended, 2007 and (iv) the audited consolidated balance sheet of BJI as at the end of the fiscal quarters ended September 30, 2007 and December 2000, September 30, 20071999 and September 30, 1998 and the related consolidated statements of income, stockholders' equity and cash flows of BJI for the Fiscal Years then ended, and (v) the unaudited consolidated balance sheet of BJI as at February 28, 2001 and the related unaudited consolidated statements of income and cash flows of the Acquired Business (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)) for such six-month period, such fiscal quarters and BJI for the period from January 1, 2007 to the end of each such period, all in reasonable detail, subject to changes resulting from audit and normal year-end adjustmentstwo months then ended, (vi) a pro forma consolidated and consolidating balance sheet sheets of Company Borrower and its Subsidiaries as at the Restatement Closing Date, prepared in accordance with GAAP and reflecting the consummation of the Acquisition, the related financings and the other transactions contemplated by the Loan Documents and the Acquisition AgreementRelated Agreements, which pro forma balance sheet financial statements shall be in form and substance satisfactory to Administrative AgentLenders, and (vii) projected a consolidated plan and financial statements consisting of consolidated balance sheets, statements of income and cash flow statements of Company forecast for Borrower and its Subsidiaries for the Fiscal Years 2008 through Year ending on December 31, 2001, which consolidated plan and including 2013financial forecast shall be in form and substance satisfactory to Lenders.

Financial Statements; Pro Forma Balance Sheet. On or before prior to the Restatement Effective Date, Lenders the Banks shall have received from the Company (i) the audited consolidated financial statements of the Company and its Subsidiaries for Fiscal Years 2004the twelve (12) months ended December 31, 2005 and 2006, 1999 consisting of a balance sheets sheet and related consolidated statements of income, stockholders' equity and cash flows for such period, (ii) the unaudited financial statements of the Company and its Subsidiaries for the fiscal periods most recently ended prior to the Effective Date (including without limitation monthly income statements for any such period of less than three months), in each case consisting of a balance sheet and the related consolidated statements of income, stockholders’ ' equity and cash flows for such Fiscal Years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (ii) audited financial statements of Xxxxxxxx’x Fish Market for fiscal years 2005 and 2006 and of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin) and the Xxxxxxxx’x Steakhouse located at Crosswoods (Columbus, Ohio; relocated to Polaris, Columbus, Ohio)) for fiscal year 2006, consisting of balance sheets and the related statements of income and cash flows for such fiscal years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (iii) unaudited financial statements of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)) for fiscal year 2005, consisting of balance sheets and the related statements of income and cash flows for such fiscal year, (iv) unaudited consolidated balance sheets as at the end of the Fiscal Quarters ended March 25, 2007, June 24, 2007, September 30, 2007 and December 30, 2007, and the related consolidated statements of income, stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Quarters and for the period from the beginning of Fiscal Year 2007 to the end of each such Fiscal Quarterperiods, all in reasonable reasonably detail and certified by the chief financial officer of the Company that they fairly present the financial condition of the Company and its Subsidiaries as at the date indicated for such periods and the results of their operations and their cash flows for the period indicatedsuch periods, subject to changes resulting from audit and normal year-end adjustments, (viii) unaudited balance sheets as at the end of the six-month period ended June 30, 2007 and at the end of the fiscal quarters ended September 30, 2007 and December 30, 2007, and the related statements of income and cash flows of the Acquired Business (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)) for such six-month period, such fiscal quarters and for the period from January 1, 2007 to the end of each such period, all in reasonable detail, subject to changes resulting from audit and normal year-end adjustments, (vi) a pro forma consolidated balance sheet sheets of the Company and its Subsidiaries as at the Restatement DateJanuary 31, 2001, prepared in accordance with GAAP and reasonably reflecting the consummation of the Acquisition, the related financings and the other transactions contemplated by the Loan Documents and the Acquisition Agreementhereby, which pro forma balance sheet financial statements shall be in form and substance reasonably satisfactory to Administrative Agentthe Agents, and (viiiv) projected consolidated financial statements consisting of consolidated balance sheets, statements of income and cash flow statements of the Company and its Subsidiaries for Fiscal Years 2008 the three-year period after the Effective Date consisting of a balance sheet and consolidated statements of income, shareholders' equity and cash flows, which projected financial statements shall be in form and substance reasonably satisfactory to the Agents (such financial statements and information described in clauses (i) through and including 2013.(iv) above are hereinafter collectively referred to as the "Financials");

Financial Statements; Pro Forma Balance Sheet. On or before prior to the Restatement Effective Date, Lenders Administrative Agent, JPMSI and the Lenders, shall have received from Company Holdings or the Borrower (i) audited consolidated financial statements balance sheets of Company Holdings and its Subsidiaries for Fiscal Years 2004, 2005 and 2006, consisting of balance sheets Year 2002 and the related audited consolidated statements of income, stockholders’ ' equity and cash flows of Holdings and its Subsidiaries for such foregoing Fiscal Year, (ii) unaudited consolidated financial statements of Borrower and its Subsidiaries for the most recent Accounting Period ended at least 30 days prior to the Restatement Effective Date, consisting of a consolidated balance sheet and the related consolidated statement of income, stockholders' equity and cash flows for such Fiscal Years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (ii) audited financial statements of Xxxxxxxx’x Fish Market for fiscal years 2005 and 2006 and of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin) and the Xxxxxxxx’x Steakhouse located at Crosswoods (Columbus, Ohio; relocated to Polaris, Columbus, Ohio)) for fiscal year 2006, consisting of balance sheets and the related statements of income and cash flows for such fiscal years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (iii) unaudited financial statements of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)) for fiscal year 2005, consisting of balance sheets and the related statements of income and cash flows for such fiscal year, (iv) unaudited consolidated balance sheets as at the end of the Fiscal Quarters ended March 25, 2007, June 24, 2007, September 30, 2007 and December 30, 2007, and the related consolidated statements of income, stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Quarters and for the period from the beginning of Fiscal Year 2007 to the end of each such Fiscal Quarterperiod, all in reasonable detail and certified by the chief principal financial officer or principal accounting officer of Company Borrower that they fairly present present, in all material respects, the financial condition of Company Borrower and its Subsidiaries as at the date dates indicated and the results of their operations and their cash flows for the period periods indicated, subject to changes resulting from audit and normal year-end adjustmentsadjustments and the absence of footnotes, and (viii) an unaudited pro forma (calculated as if the Transaction had occurred on such date) consolidated balance sheets sheet of Borrower and its Subsidiaries as at of March 23, 2003 and the end related pro forma (calculated as if the Transaction had occurred on the first day of the sixperiod covered thereby) statement of income for the twelve-month period ended June 30as of such date, 2007 and at after giving effect to the end of the fiscal quarters ended September 30, 2007 and December 30, 2007, Transaction and the related statements incurrence of income all Indebtedness (including the Loans and cash flows of the Acquired Business (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)New Senior Subordinated Notes) for such six-month period, such fiscal quarters contemplated herein and for the period from January 1, 2007 to the end of each such period, all in reasonable detail, subject to changes resulting from audit and normal year-end adjustments, (vi) a pro forma consolidated balance sheet of Company and its Subsidiaries as at the Restatement Date, prepared in accordance with GAAP Article 11 of Rule S-X under the Securities Act (the "Pro Forma Financial Statements"), together with a related funds flow statement, which Pro Forma Financial Statements and reflecting funds flow statement shall be reasonably satisfactory to the consummation Agents and the Requisite Lenders and which shall demonstrate, to each of their respective reasonable satisfaction, that: (i) Consolidated Adjusted EBITDA of Holdings for the twelve-month period ended March 23, 2003 is in the aggregate not less than $189,000,000, (ii) the Borrower shall have demonstrated compliance with a Senior Leverage Ratio of 3.25:1.0 or less determined on a pro forma basis as of the AcquisitionRestatement Effective Date (after giving effect to the Transaction), (iii) the related financings and the other transactions contemplated by the Loan Documents and the Acquisition Agreement, which Borrower shall have demonstrated compliance with a Leverage Ratio of 5.40:1.0 or less determined on a pro forma balance sheet basis as of the Restatement Effective Date (after giving effect to the Transaction) and (iv) the Borrower shall be in form and substance satisfactory to Administrative Agent, and (vii) projected compliance with each of the financial statements consisting covenants in Sections 7.6 calculated as of consolidated balance sheets, statements of income and cash flow statements of Company and its Subsidiaries for Fiscal Years 2008 through and including 2013the Restatement Effective Date.

Financial Statements; Pro Forma Balance Sheet. On or before the Restatement Closing Date, Lenders shall have received from Company Borrower (i) audited consolidated financial statements of Company Borrower and its Subsidiaries for Fiscal Years 2004ended October 31 of 2000, 2005 1999 and 20061998, consisting of consolidated and consolidating balance sheets and the related consolidated and consolidating statements of income, stockholders’ ' equity and cash flows for each such Fiscal Years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereonYear, (ii) audited unaudited financial statements of Xxxxxxxx’x Fish Market for fiscal years 2005 Borrower and 2006 its Subsidiaries as at January 31 and of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (MilwaukeeApril 30, Wisconsin) and the Xxxxxxxx’x Steakhouse located at Crosswoods (Columbus, Ohio; relocated to Polaris, Columbus, Ohio)) for fiscal year 20062001, consisting of consolidated and consolidating balance sheets and the related statements of income consolidated and cash flows for such fiscal years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (iii) unaudited financial statements of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)) for fiscal year 2005, consisting of balance sheets and the related statements of income and cash flows for such fiscal year, (iv) unaudited consolidated balance sheets as at the end of the Fiscal Quarters ended March 25, 2007, June 24, 2007, September 30, 2007 and December 30, 2007, and the related consolidated consolidating statements of income, stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Quarters and for the period from three and six-month periods ending on such dates (which may be in the beginning form of Fiscal Year 2007 to the end of each such Fiscal QuarterBorrower's Quarterly Reports on Form 10-Q), all in reasonable detail and certified by the chief financial officer of Company Borrower that they fairly present the financial condition of Company Borrower and its Subsidiaries as at the date dates indicated and the results of their operations and their cash flows for the period periods indicated, subject to changes resulting from audit and normal year-end adjustments, (viii) unaudited balance sheets as at the end of the six-month period ended June 30, 2007 and at the end of the fiscal quarters ended September 30, 2007 and December 30, 2007, and the related statements of income and cash flows of the Acquired Business (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)) for such six-month period, such fiscal quarters and for the period from January 1, 2007 to the end of each such period, all in reasonable detail, subject to changes resulting from audit and normal year-end adjustments, (vi) a pro forma consolidated and consolidating balance sheet sheets of Company Borrower and its Subsidiaries as at fiscal month-end nearest to the Restatement Closing Date, prepared in accordance with GAAP and reflecting the consummation of (A) the Acquisition, reorganization contemplated in the related Approved Plan of Reorganization and (B) the financings and the other transactions contemplated by hereby, (iv) projected monthly consolidated and consolidating statements of income, balance sheets and statements of cash flows of Borrower and its Subsidiaries for each remaining month in Fiscal Year 2001, and (v) any necessary revisions to the Loan Documents projected consolidated and consolidating balance sheets and the Acquisition Agreementrelated consolidated and consolidating statements of income, which pro forma balance sheet shall operations, stockholders' equity and cash flows for the four-and-one-half-year period after the Closing Date as delivered to Agent prior to the Closing Date, all of the foregoing in clauses (i) through (v) to be substantially consistent with any financial statements previously delivered to Agent and, in the case of any such financial statements for subsequent periods, substantially consistent with any projected financial results for such periods previously delivered to Agent and otherwise in form and substance satisfactory to Administrative Agent, and (vii) projected financial statements consisting of consolidated balance sheets, statements of income and cash flow statements of Company and its Subsidiaries for Fiscal Years 2008 through and including 2013.

Financial Statements; Pro Forma Balance Sheet. On or before the Restatement Closing Date, Lenders shall have received from Company (i) audited consolidated financial statements of Company and its Subsidiaries for Fiscal Years 20041994, 2005 1995 and 20061996, and of Lil' Champ and its Subsidiaries for fiscal years ended on December 31, 1994, December 30, 1995 and December 28, 1996, in each case consisting of balance sheets and the related consolidated and consolidating statements of income, stockholders’ ' equity and cash flows for such Fiscal Years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereonperiods, (ii) audited financial statements of Xxxxxxxx’x Fish Market for fiscal years 2005 and 2006 and of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin) and the Xxxxxxxx’x Steakhouse located at Crosswoods (Columbus, Ohio; relocated to Polaris, Columbus, Ohio)) for fiscal year 2006, consisting of balance sheets and the related statements of income and cash flows for such fiscal years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (iii) unaudited financial statements of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located Company and its Subsidiaries as at June 26, 1997, and unaudited financial statements of Lil' Champ and its Subsidiaries as at June 28, 1997, in Glendale (Milwaukee, Wisconsin)) for fiscal year 2005, each case consisting of a balance sheets and the related statements of income and cash flows for such fiscal year, (iv) unaudited consolidated balance sheets as at the end of the Fiscal Quarters ended March 25, 2007, June 24, 2007, September 30, 2007 and December 30, 2007, sheet and the related consolidated and consolidating statements of income, stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Quarters and for the 9-month period from the beginning of Fiscal Year 2007 to the end of each and 6-month period, respectively, ending on such Fiscal Quarterdate, all in reasonable detail and certified by the chief financial officer of Company that they fairly present the financial condition of Company and its Subsidiaries and Lil' Champ and its Subsidiaries as at the date dates indicated and the results of their operations and their cash flows for the period periods indicated, subject to changes resulting from audit and normal year-end adjustments, (viii) unaudited balance sheets as at the end of the six-month period ended June 30, 2007 and at the end of the fiscal quarters ended September 30, 2007 and December 30, 2007, and the related statements of income and cash flows of the Acquired Business (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)) for such six-month period, such fiscal quarters and for the period from January 1, 2007 to the end of each such period, all in reasonable detail, subject to changes resulting from audit and normal year-end adjustments, (vi) a pro forma consolidated and consolidating balance sheet sheets of Company and its Subsidiaries as at the Restatement Closing Date, prepared in accordance with GAAP and reflecting the consummation of the Lil' Champ Acquisition, the related financings and the other transactions contemplated by the Loan Documents and the Acquisition AgreementRelated Agreements, which pro forma balance sheet financial statements shall be substantially consistent with any financial statements for the same periods delivered to Agents prior to September 30, 1997, and otherwise in form and substance satisfactory to Administrative AgentLenders, and (viiiv) projected consolidated and consolidating financial statements consisting of consolidated balance sheets, statements of income and cash flow statements of Company and its Subsidiaries for Fiscal Years 2008 through the five-year period after the Closing Date consisting of consolidated and including 2013consolidating balance sheets and the related consolidated and consolidating statements of income, shareholders' equity and cash flows, which projected financial statements shall be substantially consistent with any projected financial results for the same period delivered to Agents prior to September 30, 1997 and otherwise in form and substance satisfactory to Agents and Lenders.

Financial Statements; Pro Forma Balance Sheet. On or before the Restatement Effective Date, Lenders shall have received from Company and be satisfied with (i) audited financial statements of Vendor and its Subsidiaries for the periods ending March 31, 1997 and Xxxxx 00, 0000 (xx being understood and agreed that the foregoing audited financial statements for the said periods shall not be released by Vendor to Company until the Effective Date), consisting of consolidated and consolidating balance sheets and the related consolidated and consolidating statements of income, stockholders' equity and cash flows for such periods, (ii) unaudited financial statements of Vendor and its Subsidiaries for the period from April 1, 1998 through the monthly period most recently ended (for which such statements are available), consisting of a consolidated balance sheet (prepared on a divisional basis) and the related consolidated statement of income for the period ending on each such date, all in reasonable detail and the accuracy and preparation of which have been represented to by Vendor under the Cinnabon Acquisition Agreement that they fairly present, in all material respects, the financial condition of Vendor and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, (iii) audited financial statements of the Company and its Subsidiaries for the period ending December 28, 1997, consisting of consolidated and consolidating balance sheets and the related consolidated and consolidating statements of income, stockholders' equity and cash flows for such period, (iv) unaudited financial statements of Company and its Subsidiaries for Fiscal Years 2004the period from December 29, 2005 and 20061997 through August 9, 1998, consisting of a consolidated balance sheets sheet and the related consolidated statements of income, stockholders’ ' equity and cash flows for such Fiscal Years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (ii) audited financial statements of Xxxxxxxx’x Fish Market for fiscal years 2005 and 2006 and of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin) and the Xxxxxxxx’x Steakhouse located at Crosswoods (Columbus, Ohio; relocated to Polaris, Columbus, Ohio)) for fiscal year 2006, consisting of balance sheets and the related statements of income and cash flows for such fiscal years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (iii) unaudited financial statements of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)) for fiscal year 2005, consisting of balance sheets and the related statements of income and cash flows for such fiscal year, (iv) unaudited consolidated balance sheets as at the end of the Fiscal Quarters ended March 25, 2007, June 24, 2007, September 30, 2007 and December 30, 2007, and the related consolidated statements of income, stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Quarters and for the period from the beginning of Fiscal Year 2007 to the end of ending on each such Fiscal Quarterdate, all in reasonable detail and certified by the chief financial officer of the Company that they fairly present present, in all material respects, the financial condition of the Company and its Subsidiaries as at the date dates indicated and the results of their operations and their cash flows for the period periods indicated, subject to changes resulting from audit and normal year-end adjustments, (v) unaudited pro forma combined balance sheets as at the end of the six-month period ended June 30, 2007 and at the end of the fiscal quarters ended September 30, 2007 and December 30, 2007, and the related statements of income and cash flows of the Acquired Business (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)) for such six-month period, such fiscal quarters and for the period from January 1, 2007 to the end of each such period, all in reasonable detail, subject to changes resulting from audit and normal year-end adjustments, (vi) a pro forma consolidated balance sheet of Company and its Subsidiaries as at the Restatement DateJune 14, 1998, prepared in accordance with GAAP and reflecting the consummation of the AcquisitionMerger, the related financings and the other transactions contemplated by the Loan Documents and the Acquisition AgreementDocuments, which pro forma balance sheet financial statements shall be in form and substance satisfactory to Administrative AgentLenders, and (viivi) projected financial statements consisting of consolidated balance sheets, statements of income and cash flow statements of Company and its Subsidiaries for Fiscal Years 2008 through and including 2013the Projections.

Financial Statements; Pro Forma Balance Sheet. On or before the Restatement --------------------------------------------- Closing Date, Lenders shall have received from Company Holdings (i) audited consolidated financial statements balance sheets of Company Holdings and its Subsidiaries for Fiscal Years 20041996 and 1997, 2005 the unaudited consolidated balance sheet of Holdings and 2006, consisting of balance sheets its Subsidiaries for the Fiscal Year 1995 and the related audited consolidated statements of income, stockholders’ ' equity and cash flows of Holdings and its Subsidiaries for each such foregoing Fiscal Year, (ii) unaudited consolidated financial statements of Holdings and its Subsidiaries for the period consisting of the ten Accounting Periods ended subsequent to the date of the most recent financial statements delivered pursuant to clause (i), consisting of a consolidated balance sheet and the related consolidated statement of income, stockholders' equity and cash flows for such Fiscal Years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (ii) audited financial statements of Xxxxxxxx’x Fish Market for fiscal years 2005 and 2006 and of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin) and the Xxxxxxxx’x Steakhouse located at Crosswoods (Columbus, Ohio; relocated to Polaris, Columbus, Ohio)) for fiscal year 2006, consisting of balance sheets and the related statements of income and cash flows for such fiscal years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (iii) unaudited financial statements of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)) for fiscal year 2005, consisting of balance sheets and the related statements of income and cash flows for such fiscal year, (iv) unaudited consolidated balance sheets as at the end of the Fiscal Quarters ended March 25, 2007, June 24, 2007, September 30, 2007 and December 30, 2007, and the related consolidated statements of income, stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Quarters and for the period from the beginning of Fiscal Year 2007 to the end of each such Fiscal Quarterperiod, all in reasonable detail and certified by the chief principal financial officer or principal accounting officer of Company Holdings that they fairly present present, in all material respects, the financial condition of Company Holdings and its Subsidiaries as at the date dates indicated and the results of their operations and their cash flows for the period periods indicated, subject to changes resulting from audit and normal year-end adjustments, (v) unaudited balance sheets as at adjustments and the end absence of the six-month period ended June 30, 2007 and at the end of the fiscal quarters ended September 30, 2007 and December 30, 2007footnotes, and the related statements of income and cash flows of the Acquired Business (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)iii) for such six-month period, such fiscal quarters and for the period from January 1, 2007 to the end of each such period, all in reasonable detail, subject to changes resulting from audit and normal year-end adjustments, (vi) a pro forma consolidated balance sheet sheets of Company Holdings and its Subsidiaries as at the Restatement Date--- ----- date of the most recent consolidated balance sheet delivered pursuant to clause (ii), prepared in accordance with GAAP and reflecting the consummation of the AcquisitionRecapitalization Transactions and the Merger, the related financings and the other transactions contemplated by the Loan Documents and the Acquisition AgreementRelated Agreements as if such transactions had occurred on such date, which pro forma balance sheet financial --- ----- statements shall be in form and substance reasonably satisfactory to Administrative Agent, and (vii) projected financial statements consisting of consolidated balance sheets, statements of income and cash flow statements of Company and its Subsidiaries for Fiscal Years 2008 through and including 2013Lenders.

Financial Statements; Pro Forma Balance Sheet. On or before the Restatement Date, Lenders shall have received from Company (i) audited consolidated financial statements of Company and its Subsidiaries for the Fiscal Years 2004ended October 31, 2005 1998, November 1, 1997 and 2006November 2, 1996, consisting of balance sheets and the related consolidated statements of income, stockholders’ ' equity and cash flows for such Fiscal Years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (ii) audited financial statements of Xxxxxxxx’x Fish Market for fiscal years 2005 and 2006 and of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin) and the Xxxxxxxx’x Steakhouse located at Crosswoods (Columbus, Ohio; relocated to Polaris, Columbus, Ohio)) for fiscal year 2006, consisting of balance sheets and the related statements of income and cash flows for such fiscal years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (iii) unaudited financial statements of Cameron’s Steakhouse (but excluding Company and its Subsidiaries for the Cameron’s Steakhouse located in Glendale (MilwaukeeFiscal Quarters ending on or about January 31 and, Wisconsin)) for fiscal year 2005if available, April 30, 1999, consisting of a balance sheets and the related statements of income and cash flows for such fiscal year, (iv) unaudited consolidated balance sheets as at the end of the Fiscal Quarters ended March 25, 2007, June 24, 2007, September 30, 2007 and December 30, 2007, sheet and the related consolidated statements of income, stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Quarters and for the period from the beginning of Fiscal Year 2007 to the end of each three- and six-month periods ending on such Fiscal Quarterdates, all in reasonable detail and certified by the chief financial officer of Company that they fairly present the financial condition of Company and its Subsidiaries as at the date dates indicated and the results of their operations and their cash flows for the period periods indicated, subject to changes resulting from audit and normal year-end adjustments, (viii) unaudited balance sheets as at the end of the six-month period ended June 30, 2007 and at the end of the fiscal quarters ended September 30, 2007 and December 30, 2007, and the related statements of income and cash flows of the Acquired Business (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)) for such six-month period, such fiscal quarters and for the period from January 1, 2007 to the end of each such period, all in reasonable detail, subject to changes resulting from audit and normal year-end adjustments, (vi) a pro forma consolidated balance sheet sheets of Company and its Subsidiaries and of Shelby and its Subsidiaries as at the Restatement Merger Date, prepared in accordance with GAAP and reflecting the consummation of the AcquisitionTender Offer, the related financings and the other transactions contemplated by the Loan Documents and the Acquisition AgreementRelated Agreements, which pro forma balance sheet financial statements shall be in form and substance satisfactory to Administrative AgentAgents and Lenders, and (viiiv) projected financial statements consisting of consolidated (including balance sheets, sheets and related statements of income operations, stockholders' equity and cash flow statements of flows) of, Company and its Subsidiaries for Fiscal Years 2008 through and including 2013the last day of Company's Fiscal Year ended on or about October 31, 2005, which projected financial statements shall be in form and substance satisfactory to Agents and Lenders.

Financial Statements; Pro Forma Balance Sheet. On or before the Restatement Effective Date, Lenders shall have received from Company (i) audited financial statements of Anagram International, Inc. and its Subsidiaries for its fiscal years ended December 31, 1996 and 1997, consisting of balance sheets and the consolidated statements of income, stockholders' equity and cash flows for such fiscal years, (ii) unaudited combined and combining financial statements of Anagram and its Subsidiaries as at June 30, 1998, consisting of an unaudited combined and combining balance sheet and the combined and combining statements of income for the six-month period ending on such date, all in reasonable detail and certified by the chief financial officer of Anagram that they fairly present the financial condition of Anagram and its Subsidiaries as at the dates indicated and the results of their operations for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, (iii) unaudited financial statements of Company and its Subsidiaries for Fiscal Years 2004as at June 30, 2005 and 20061998, consisting of a balance sheets sheet and the related consolidated statements of income, stockholders’ ' equity and cash flows for the six-month period ending on such Fiscal Years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (ii) audited financial statements of Xxxxxxxx’x Fish Market for fiscal years 2005 and 2006 and of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin) and the Xxxxxxxx’x Steakhouse located at Crosswoods (Columbus, Ohio; relocated to Polaris, Columbus, Ohio)) for fiscal year 2006, consisting of balance sheets and the related statements of income and cash flows for such fiscal years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (iii) unaudited financial statements of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)) for fiscal year 2005, consisting of balance sheets and the related statements of income and cash flows for such fiscal year, (iv) unaudited consolidated balance sheets as at the end of the Fiscal Quarters ended March 25, 2007, June 24, 2007, September 30, 2007 and December 30, 2007, and the related consolidated statements of income, stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Quarters and for the period from the beginning of Fiscal Year 2007 to the end of each such Fiscal Quarterdate, all in reasonable detail and certified by the chief financial officer of Company that they fairly present the financial condition of Company and its Subsidiaries as at the date dates indicated and the results of their operations and their cash flows for the period periods indicated, subject to changes resulting from audit and normal year-end adjustments, (viv) unaudited balance sheets as at the end of the six-month period ended June 30, 2007 and at the end of the fiscal quarters ended September 30, 2007 and December 30, 2007, and the related statements of income and cash flows of the Acquired Business (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)) for such six-month period, such fiscal quarters and for the period from January 1, 2007 to the end of each such period, all in reasonable detail, subject to changes resulting from audit and normal year-end adjustments, (vi) a pro forma consolidated balance sheet sheets of Company and its Subsidiaries as at the Restatement Dateof July 31, 1998, prepared in accordance with GAAP and reflecting the consummation of the Anagram Acquisition, the related financings and the other transactions contemplated by the Loan Documents and the Anagram Acquisition Agreement, which pro forma balance sheet financial statements shall be in form and substance satisfactory to Administrative AgentLenders, and (viiv) projected pro forma financial statements consisting of (including consolidated balance sheets, statements of income operations, stockholders' equity and cash flow statements flows) of Company and its Subsidiaries (after giving effect to the Anagram Acquisition) for Fiscal Years 2008 through the 10-year period commencing on the Restatement Effective Date, which pro forma financial statements shall be in form and including 2013substance satisfactory to Lenders.

Financial Statements; Pro Forma Balance Sheet. On or before the Restatement Closing Date, Lenders shall have received from Company (i) audited consolidated financial statements of Company and its Subsidiaries for Fiscal Years 2004, 2005 1994 and 20061995, consisting of balance sheets and the related consolidated statements of income, stockholders’ ' equity and cash flows for such Fiscal Years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (ii) audited financial statements of Xxxxxxxx’x Fish Market for fiscal years 2005 and 2006 and of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin) and the Xxxxxxxx’x Steakhouse located at Crosswoods (Columbus, Ohio; relocated to Polaris, Columbus, Ohio)) for fiscal year 2006, consisting of balance sheets and the related statements of income and cash flows for such fiscal years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (iii) unaudited financial statements of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (MilwaukeeCompany and its Subsidiaries as at March 30, Wisconsin)) for fiscal year 20051996, consisting of a balance sheets and the related statements of income and cash flows for such fiscal year, (iv) unaudited consolidated balance sheets as at the end of the Fiscal Quarters ended March 25, 2007, June 24, 2007, September 30, 2007 and December 30, 2007, sheet and the related consolidated statements of income, stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Quarters and for the three-month period from the beginning of Fiscal Year 2007 to the end of each ending on such Fiscal Quarterdate, all in reasonable detail and certified by the chief financial officer of Company that they fairly present the financial condition of Company and its Subsidiaries as at the date dates indicated and the results of their operations and their 113 cash flows for the period periods indicated, subject to changes resulting from audit and normal year-end adjustments, and (viii) unaudited balance sheets as at the end of the six-month period ended June 30, 2007 and at the end of the fiscal quarters ended September 30, 2007 and December 30, 2007, and the related statements of income and cash flows of the Acquired Business (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)) for such six-month period, such fiscal quarters and for the period from January 1, 2007 to the end of each such period, all in reasonable detail, subject to changes resulting from audit and normal year-end adjustments, (vi) a pro forma consolidated balance sheet sheets of Company and its Subsidiaries as at the Restatement DateMarch 30, 1996, prepared in accordance with GAAP and reflecting giving effect to the consummation of the AcquisitionTransactions, the related financings and the other transactions contemplated by the Loan Documents and the Acquisition AgreementRelated Agreements, which pro forma balance sheet financial statements shall be in form and substance satisfactory to Administrative AgentLenders. On or before the Closing Date, and Lenders shall have received from Company (viii) projected audited financial statements consisting of consolidated balance sheets, statements of income and cash flow statements of Company Smitty's and its Subsidiaries for Fiscal Years 2008 through 1994 and including 20131995, consisting of balance sheets and the related consolidated statements of income, stockholders' equity and cash flows for such Fiscal Years, and (ii) unaudited financial statements of Smitty's and its Subsidiaries as at April 7, 1996, consisting of a balance sheet and the related consolidated statements of income, stockholders' equity and cash flows for the nine-month period ending on such date, all in reasonable detail and certified by the chief financial officer of Smitty's prior to the Merger that they fairly present the financial condition of Smitty's and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments. Agent and Lenders shall have had an opportunity to discuss such unaudited financial statements with the independent certified public accountants for Company with the cost of such review being for the account of Company.

Financial Statements; Pro Forma Balance Sheet. On or before the Restatement Closing Date, Lenders shall have received from Company Borrower the following (the "Financial Statements"): (i) audited the consolidated financial statements balance sheets of Company Borrower and its Subsidiaries for Fiscal Years 2004as at September 30, 2005 1994, 1995 and 20061996, consisting of balance sheets and the related consolidated statements of income and cash flows of Borrower and its Subsidiaries for the fiscal years then ended, accompanied, in the case of the financial statements for the fiscal years ended September 30, 1994 and September 30, 1995, by an opinion of Borrower's accountants, and accompanied, in the case of the financial statements for the fiscal year ended September 30, 1996, by a form of opinion of Borrower's accountants, together with a letter from Borrower's accountants with respect thereto, and the consolidated and consolidating balance sheets of Borrower and its Subsidiaries as at October 31, 1996, together with selected consolidated statements of income, stockholders’ ' equity and cash flows flow for the one month period then ended, duly certified by the chief financial officer of Borrower that such Fiscal Years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (ii) audited financial statements fairly present (subject, in the case of Xxxxxxxx’x Fish Market for fiscal years 2005 such balance sheet as at October 31, 1996 and 2006 and of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin) and the Xxxxxxxx’x Steakhouse located at Crosswoods (Columbus, Ohio; relocated to Polaris, Columbus, Ohio)) for fiscal year 2006, consisting of balance sheets and the related such statements of income and cash flows for such fiscal yearsthe one month then ended, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (iiito normal year-end audit adjustments) unaudited financial statements of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)) for fiscal year 2005, consisting of balance sheets and the related statements of income and cash flows for such fiscal year, (iv) unaudited consolidated balance sheets as at the end of the Fiscal Quarters ended March 25, 2007, June 24, 2007, September 30, 2007 and December 30, 2007, and the related consolidated statements of income, stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Quarters and for the period from the beginning of Fiscal Year 2007 to the end of each such Fiscal Quarter, all in reasonable detail and certified by the chief financial officer of Company that they fairly present the financial condition of Company Borrower and its Subsidiaries as at the date indicated such dates and the consolidated results of their operations the operation of Borrower and their cash flows its Subsidiaries for the period indicatedperiods ended on such dates and that all such financial statements, subject to changes resulting from audit including the related schedules and normal year-end adjustmentsnotes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved; (vii) unaudited the consolidated balance sheets of Quality Foods, L.P. and its Subsidiaries as at the end of the six-month period ended June 30December 31, 2007 1993, 1994 and at the end of the fiscal quarters ended September 30, 2007 and December 30, 20071995, and the related statements of income and cash flows of the Acquired Business (but excluding the Cameron’s Steakhouse located in Glendale (MilwaukeeQuality Foods, Wisconsin)) for such six-month period, such fiscal quarters L.P. and its Subsidiaries for the period from January 1fiscal years then ended, 2007 to accompanied by an opinion of Quality Foods, L.P.'s accountants; the end of each such period, all in reasonable detail, subject to changes resulting from audit and normal year-end adjustments, (vi) a pro forma consolidated balance sheet of Company Quality Foods, L.P. and its Subsidiaries as at September 30, 1995 and 1996, and the Restatement Daterelated consolidated statements of income and cash flows of Quality Foods, L.P. and its Subsidiaries for the nine months then ended, duly certified by the chief financial officer of Quality Foods, L.P. that such financial statements fairly present (subject, in the case of such balance sheet as at September 30, 1996 and such statements of income and cash flows for the nine months then ended, to normal year-end audit adjustments) the consolidated financial condition of Quality Foods, L.P. and its Subsidiaries as at such dates and the consolidated results of the operations of Quality Foods, L.P. and its Subsidiaries for the periods ended on such dates and that all such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved; (iii) pro forma financial statements of Borrower and reflecting the consummation its Subsidiaries as of September 30, 1996, giving effect to the Acquisition, the related financings Restructuring and the other transactions contemplated hereby and reflecting estimated purchase price accounting adjustments, prepared by Borrower, and substantially in compliance with Article 11 of Regulation S-X of the Loan Documents Securities and the Acquisition AgreementExchange Commission (assuming such pro forma financial statements were furnished in connection with a public offering), which pro forma balance sheet financial statements shall be in form and substance satisfactory accompanied by a certificate of the chief financial officer of Borrower to Administrative Agentthe effect that, and (vii) projected based on his discussion with Borrower's accountants, such pro forma financial statements consisting are substantially in compliance with such Article 11; and (iv) together with each of consolidated balance sheetsthe interim financial statements referred to in subdivision (ii) above, an independent accountant's review report signed by Quality Foods, L.P.'s accountants to the effect that they have conducted a limited review with respect to such interim financial statements of income and cash flow statements of Company and its Subsidiaries for Fiscal Years 2008 through and including 2013in accordance with Statement on Auditing Standards No. 71.

Financial Statements; Pro Forma Balance Sheet. On or before the Restatement Closing Date, Lenders shall have received from Company (i) audited consolidated financial statements of Company Target and its Subsidiaries for Fiscal Years 20041993, 2005 1994 and 20061995, consisting of consolidated and consolidating balance sheets and the related consolidated and consolidating statements of income, stockholders’ ' equity and cash flows for such Fiscal Years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (ii) audited financial statements of Xxxxxxxx’x Fish Market for fiscal years 2005 and 2006 and of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin) and the Xxxxxxxx’x Steakhouse located at Crosswoods (Columbus, Ohio; relocated to Polaris, Columbus, Ohio)) for fiscal year 2006, consisting of balance sheets and the related statements of income and cash flows for such fiscal years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (iii) unaudited financial statements of Cameron’s Steakhouse Target and its Subsidiaries for (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)a) for fiscal year 2005, consisting of balance sheets and the related statements of income and cash flows for such fiscal year, (iv) unaudited consolidated balance sheets as at the end each of the Fiscal Quarters of Target ended March 25during the Fiscal Year 1996 and before the Closing Date and (b) each month that shall have ended after the most recently ended Fiscal Quarter, 2007, June 24, 2007, September 30, 2007 consisting of a consolidated and December 30, 2007, consolidating balance sheet and the related consolidated and consolidating statements of income, stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Quarters and for the period from the beginning of Fiscal Year 2007 to the end of ending on each such Fiscal Quarterdate, all in reasonable detail and certified by the chief financial officer of Company Target that they fairly present present, in all material respects, the financial condition of Company Target and its Subsidiaries as at the date dates indicated and the results of their operations and their cash flows for the period periods indicated, subject to changes resulting from audit and normal year-end adjustments, (viii) unaudited balance sheets as at the end of the six-month period ended June 30, 2007 and at the end of the fiscal quarters ended September 30, 2007 and December 30, 2007, and the related statements of income and cash flows of the Acquired Business (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)) for such six-month period, such fiscal quarters and for the period from January 1, 2007 to the end of each such period, all in reasonable detail, subject to changes resulting from audit and normal year-end adjustments, (vi) a pro forma consolidated and consolidating balance sheet sheets of Company and its Subsidiaries as at the Restatement Closing Date, prepared in accordance with GAAP and reflecting the consummation of the AcquisitionTender Offer and the Merger, the related financings and the other transactions contemplated by the Loan Documents and the Acquisition AgreementRelated Agreements, which pro forma balance sheet financial statements shall be in form and substance satisfactory to Administrative AgentLenders, and (viiiv) projected a consolidated and consolidating plan and financial statements consisting of forecast for Company and its Subsidiaries for the five Fiscal Year period ending on December 31, 2000 (the "FINANCIAL Projections" for such Fiscal Years), including, without limitation, (a) forecasted consolidated and consolidating balance sheets, sheets and forecasted consolidated and consolidating statements of income and cash flow statements flows of Company and its Subsidiaries for each such Fiscal Years 2008 through Year, and including 2013(b) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of Company and its Subsidiaries for each month of the 1996 Fiscal Year, together with an explanation of the assumptions on which such forecasts are based, such financial statements and Financial Projections to be substantially consistent with the financial statements and projections for the periods covered by the Financial Projections delivered to Administrative Agent before February 14, 1996; O. NO MATERIAL ADVERSE EFFECT. Since December 31, 1995 no material adverse effect upon the business, operations, properties, assets, condition (financial or otherwise) or prospects of Target and its Subsidiaries taken as a whole (in the sole opinion of Administrative Agent) shall have occurred.

Financial Statements; Pro Forma Balance Sheet. On or before the Restatement Closing Date, Lenders shall have received from Company (i) audited consolidated financial statements of Company and its Subsidiaries for Fiscal Years 2004ended July 2, 2005 1999 and 2006July 3, 1998, consisting of consolidated balance sheets and the related consolidated statements of income, stockholders’ ' equity and cash flows for each such Fiscal Years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereonYear, (ii) audited financial statements of Xxxxxxxx’x Fish Market for fiscal years 2005 and 2006 and of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin) and the Xxxxxxxx’x Steakhouse located at Crosswoods (Columbus, Ohio; relocated to Polaris, Columbus, Ohio)) for fiscal year 2006, consisting of balance sheets and the related statements of income and cash flows for such fiscal years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (iii) unaudited financial statements of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (MilwaukeeCompany and its Subsidiaries as at March 31, Wisconsin)) for fiscal year 20052000, consisting of balance sheets and the related statements of income and cash flows for such fiscal year, (iv) unaudited consolidated balance sheets as at the end of the Fiscal Quarters ended March 25, 2007, June 24, 2007, September 30, 2007 and December 30, 2007, and the related consolidated statements of income, stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Quarters and for the nine-month period from the beginning of Fiscal Year 2007 to the end of each ending on such Fiscal Quarterdate, all in reasonable detail and certified by the chief financial officer of Company that they fairly present the financial condition of Company and its Subsidiaries as at the date dates indicated and the results of their operations and their cash flows for the period periods indicated, subject to changes resulting from audit and normal year-end adjustments, (viii) unaudited financial statements of Company and its Subsidiaries as at June 30, 2000, consisting of consolidated balance sheets as at and the end related consolidated statements of income, stockholder's equity and cash flows for the sixtwelve-month period ended June 30ending on such date, 2007 and at which financial statements shall demonstrate that Company's Consolidated EBITDA for the end of the fiscal quarters ended September 30, 2007 and December 30, 2007, and the related statements of income and cash flows of the Acquired Business (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)) for such sixtwelve-month periodperiod then ending shall not be less than $49,000,000 (provided that such $49,000,000 may be reduced by up to $500,000 of non-cash, such fiscal quarters and for the period from January 1, 2007 non-recurring charges which are reasonably satisfactory to the end of each such periodAgent), all in reasonable detaildetail and certified by the chief financial officer of Company that they fairly present the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, (viiv) a pro forma consolidated balance sheet sheets of Company and its Subsidiaries as at June 30, 2000 giving effect to the Restatement transactions consummated on the Closing Date, prepared in accordance with GAAP and reflecting the consummation of the Acquisition, the related financings and the other transactions contemplated by the Loan Documents hereby, (v) projected quarterly consolidated statements of income, balance sheets and statements of cash flows of Company and its Subsidiaries for each remaining month in Fiscal Year 2001, and (vi) projected consolidated balance sheets and the Acquisition Agreementrelated consolidated statements of income, which pro forma balance sheet shall operations, stockholders' equity and cash flows for the five-year period after the Closing Date, all of the foregoing in clauses (i) through (vi) to be substantially consistent with any financial statements previously delivered to Agent and, in the case of any such financial statements for subsequent periods, substantially consistent with any projected financial results for such periods previously delivered to Agent and otherwise in form and substance satisfactory to Administrative Agent, Agent and (vii) projected financial statements consisting of consolidated balance sheets, statements of income and cash flow statements of Company and its Subsidiaries for Fiscal Years 2008 through and including 2013the Lenders.

Financial Statements; Pro Forma Balance Sheet. On or before the Restatement Effective Date, Lenders shall have received from Company (i) audited financial statements of Anagram International, Inc. and its Subsidiaries for its fiscal years ended December 31, 1996 and 1997, consisting of balance sheets and the consolidated statements of income, stockholders' equity and cash flows for such fiscal years, (ii) unaudited combined and combining financial statements of Anagram and its Subsidiaries as at June 30, 1998, consisting of an unaudited combined and combining balance sheet and the combined and combining statements of income for the six-month period ending on such date, all in reasonable detail and certified by the chief financial officer of Anagram that they fairly present the financial condition of Anagram and its Subsidiaries as at the dates indicated and the results of their operations for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, (iii) unaudited financial statements of Company and its Subsidiaries for Fiscal Years 2004as at June 30, 2005 and 20061998, consisting of a balance sheets sheet and the related consolidated statements of income, stockholders’ ' equity and cash flows for the six-month period ending on such Fiscal Years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (ii) audited financial statements of Xxxxxxxx’x Fish Market for fiscal years 2005 and 2006 and of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin) and the Xxxxxxxx’x Steakhouse located at Crosswoods (Columbus, Ohio; relocated to Polaris, Columbus, Ohio)) for fiscal year 2006, consisting of balance sheets and the related statements of income and cash flows for such fiscal years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (iii) unaudited financial statements of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)) for fiscal year 2005, consisting of balance sheets and the related statements of income and cash flows for such fiscal year, (iv) unaudited consolidated balance sheets as at the end of the Fiscal Quarters ended March 25, 2007, June 24, 2007, September 30, 2007 and December 30, 2007, and the related consolidated statements of income, stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Quarters and for the period from the beginning of Fiscal Year 2007 to the end of each such Fiscal Quarterdate, all in reasonable detail and certified by the chief financial officer of Company that they fairly present the financial condition of Company and its Subsidiaries as at the date dates indicated and the results of their operations and their cash flows for the period periods indicated, subject to changes resulting from audit and normal year-end adjustments, (vadjustments,(iv) unaudited balance sheets as at the end of the six-month period ended June 30, 2007 and at the end of the fiscal quarters ended September 30, 2007 and December 30, 2007, and the related statements of income and cash flows of the Acquired Business (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)) for such six-month period, such fiscal quarters and for the period from January 1, 2007 to the end of each such period, all in reasonable detail, subject to changes resulting from audit and normal year-end adjustments, (vi) a pro forma consolidated balance sheet sheets of Company and its Subsidiaries as at the Restatement Dateof July 31, 1998, prepared in accordance with GAAP and reflecting the consummation of the Anagram Acquisition, the related financings and the other transactions contemplated by the Loan Documents and the Anagram Acquisition Agreement, which pro forma balance sheet financial statements shall be in form and substance satisfactory to Administrative AgentLenders, and (viiv) projected pro forma financial statements consisting of (including consolidated balance sheets, statements of income operations, stockholders' equity and cash flow statements flows) of Company and its Subsidiaries (after giving effect to the Anagram Acquisition) for Fiscal Years 2008 through the 10-year period commencing on the Restatement Effective Date, which pro forma financial statements shall be in form and including 2013substance satisfactory to Lenders.

Financial Statements; Pro Forma Balance Sheet. On or before the Restatement Effective Date, Lenders shall have received from Company (i) audited consolidated financial statements of Company and its Subsidiaries for the Fiscal Years 2004Year ended September 24, 2005 and 20061998, consisting of balance sheets and the related consolidated and consolidating statements of income, stockholders’ ' equity and cash flows for such Fiscal Years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereonperiod, (ii) audited financial statements of Xxxxxxxx’x Fish Market Target Company and its Subsidiaries for fiscal years 2005 the Fiscal Years ended March 27, 1996, April 2, 1997 and 2006 and of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located April 1, 1998, in Glendale (Milwaukee, Wisconsin) and the Xxxxxxxx’x Steakhouse located at Crosswoods (Columbus, Ohio; relocated to Polaris, Columbus, Ohio)) for fiscal year 2006, each case consisting of balance sheets and the related consolidated and consolidating statements of income income, stockholders' equity and cash flows for such fiscal yearsperiod, audited by independent public accountants of recognized national standing which financial statements have already been received, and prepared in conformity with GAAP, together with such accountants’ report thereon, (iii) unaudited financial statements of Cameron’s Steakhouse (but excluding Company and Target Company and their respective Subsidiaries for the Cameron’s Steakhouse located fiscal periods most recently ended at least 30 days prior to the Effective Date, in Glendale (Milwaukee, Wisconsin)) for fiscal year 2005, each case consisting of a balance sheets and the related statements of income and cash flows for such fiscal year, (iv) unaudited consolidated balance sheets as at the end of the Fiscal Quarters ended March 25, 2007, June 24, 2007, September 30, 2007 and December 30, 2007, sheet and the related consolidated and consolidating statements of income, stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Quarters and for the two-month period from the beginning of Fiscal Year 2007 to the end of each and eight-month periods respectively ending on such Fiscal Quarterdate, all in reasonable detail and certified by the chief financial officer of Company that they fairly present the financial condition of Company and its Subsidiaries and Target Company and its Subsidiaries as at the date dates indicated and the results of their operations and their cash flows for the period periods indicated, subject to changes resulting from audit and normal year-end adjustments, (viv) unaudited balance sheets as at the end of the six-month period ended June 30, 2007 and at the end of the fiscal quarters ended September 30, 2007 and December 30, 2007, and the related statements of income and cash flows of the Acquired Business (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)) for such six-month period, such fiscal quarters and for the period from January 1, 2007 to the end of each such period, all in reasonable detail, subject to changes resulting from audit and normal year-end adjustments, (vi) a pro forma consolidated and consolidating balance sheet sheets of Company and its Subsidiaries as at the Restatement Effective Date, prepared in accordance with GAAP and reflecting the consummation of the Target Company Acquisition, the related financings redemption of the Senior Notes and the other transactions contemplated by the Loan Documents and the Acquisition AgreementRelated Agreements, which pro forma balance sheet financial statements shall be substantially consistent with any financial statements for the same periods delivered to Agents prior to November 30, 1998, and otherwise in form and substance satisfactory to Administrative AgentLenders, and (viiv) projected consolidated and consolidating financial statements consisting of consolidated balance sheets, statements of income and cash flow statements of Company and its Subsidiaries for Fiscal Years 2008 through the five-year period after the Effective Date consisting of consolidated and including 2013consolidating balance sheets and the related consolidated and consolidating statements of income, shareholders' equity and cash flows, which projected financial statements shall be substantially consistent with any projected financial results for the same period delivered to Agents prior to November 30, 1998 and otherwise in form and substance satisfactory to Agents and Lenders.

Financial Statements; Pro Forma Balance Sheet. On or before the Restatement Closing Date, Lenders shall have received from Company Borrower (i) audited consolidated financial statements state- ments of Company Rose Hills and its Subsidiaries Subsidiaries, the Association and its Subsidiary and the Satellite Properties, in each case for Fiscal Years 2004, 2005 and 2006Year 1995, consisting of a balance sheets sheet and the related consolidated statements of income, stockholders’ ' equity and cash flows for such Fiscal YearsYear (all as included in Borrower's Offering Memorandum, audited by independent public accountants of recognized national standing and dated November 14, 1996, prepared in conformity connection with GAAP, together with such accountants’ report thereonthe Senior Subordinated Notes), (ii) audited financial statements of Xxxxxxxx’x Fish Market for fiscal years 2005 and 2006 and of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin) and the Xxxxxxxx’x Steakhouse located at Crosswoods (Columbus, Ohio; relocated to Polaris, Columbus, Ohio)) for fiscal year 2006, consisting of balance sheets and the related statements of income and cash flows for such fiscal years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (iiix) unaudited financial statements of Cameron’s Steakhouse (but excluding Rose Hills and its Subsidiaries, the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)) for fiscal year 2005, consisting of balance sheets Association and its Subsidiary and the related Satellite Properties for the six month period ended June 30, 1996 and (y) monthly unaudited financial statements prepared by management for internal use of income and cash flows for such fiscal year, (iv) unaudited consolidated balance sheets as at the end each of the Fiscal Quarters Association and Rose Hills Mortuary L.P. for the monthly periods ended March 25July 31, 20071996, June 24August 31, 2007, 1996 and September 30, 2007 and December 301996, 2007, in each case (in respect of the foregoing clause (x)) consisting of a balance sheet and the related consolidated statements of income, stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Quarters and for the period from the beginning of Fiscal Year 2007 to the end of each such Fiscal Quarterperiods, all in reasonable detail and certified by the chief executive officer or chief financial officer of Company Holdings that they fairly present in all material respects the financial condition of Company and its Subsidiaries respective Persons as at the date dates indicated and the results of their operations and their cash flows for the period periods indicated, subject to changes resulting from audit and normal year-end adjustments, and (v) unaudited balance sheets as at the end of the six-month period ended June 30, 2007 and at the end of the fiscal quarters ended September 30, 2007 and December 30, 2007, and the related statements of income and cash flows of the Acquired Business (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)) for such six-month period, such fiscal quarters and for the period from January 1, 2007 to the end of each such period, all in reasonable detail, subject to changes resulting from audit and normal year-end adjustments, (viiii) a pro forma consolidated balance sheet of Company Holdings and its Subsidiaries as at of June 30, 1996 and a pro forma income statement of Holdings and its Subsidiaries for the Restatement Datetwelve month period ended December 31, 1995 and the six month period ended June 30, 1996, in each case prepared in accordance with GAAP and reflecting the consummation of the Acquisition, the Merger and the Contribution, the related financings and the other transactions contemplated by the Loan Documents and the Acquisition AgreementRelated Agreements, which pro forma balance sheet financial statements shall be in form and substance consistent with the pro forma financial statements contained in the Confidential Information Memorandum and otherwise satisfactory to Administrative Agent, and (vii) projected financial statements consisting of consolidated balance sheets, statements of income and cash flow statements of Company and its Subsidiaries for Fiscal Years 2008 through and including 2013Lenders.

Financial Statements; Pro Forma Balance Sheet. On or before the Restatement Effective Date, Lenders shall have received from Company and be satisfied with (i) audited consolidated financial statements of Company Union and its Subsidiaries for Fiscal Years 2004the period ending June 30, 2005 and 20061997, consisting of consolidated and consolidating balance sheets and the related consolidated and consolidating statements of income, stockholders' equity and cash flows for such period, (ii) unaudited financial statements of Union and its Subsidiaries for the period from June 30, 1997 through November 30, 1997, consisting of a consolidated balance sheet (prepared on a divisional basis) and the related consolidated statements of income, stockholders’ ' equity and cash flows for such Fiscal Years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (ii) audited financial statements of Xxxxxxxx’x Fish Market for fiscal years 2005 and 2006 and of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin) and the Xxxxxxxx’x Steakhouse located at Crosswoods (Columbus, Ohio; relocated to Polaris, Columbus, Ohio)) for fiscal year 2006, consisting of balance sheets and the related statements of income and cash flows for such fiscal years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (iii) unaudited financial statements of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)) for fiscal year 2005, consisting of balance sheets and the related statements of income and cash flows for such fiscal year, (iv) unaudited consolidated balance sheets as at the end of the Fiscal Quarters ended March 25, 2007, June 24, 2007, September 30, 2007 and December 30, 2007, and the related consolidated statements of income, stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Quarters and for the period from the beginning of Fiscal Year 2007 to the end of ending on each such Fiscal Quarterdate, all in reasonable detail and certified by the chief financial officer of Company Union that they fairly present present, in all material respects, the financial condition of Company Union and its Subsidiaries as at the date dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, (iii) audited financial statements of the Company and its Subsidiaries for the period ending December 31, 1996, consisting of consolidated and consolidating balance sheets and the related consolidated and consolidating statements of income, stockholders' equity and cash flows for such period, (iv) unaudited financial statements of Company and its Subsidiaries for the period from January 1, 1997 through December 31, 1997, consisting of a consolidated balance sheet and the related consolidated statements of income, stockholders' equity and cash flows for the period ending on each such date, all in reasonable detail and certified by the chief financial officer of the Company that they fairly present, in all material respects, the financial condition of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, (v) unaudited pro forma combined balance sheets as at the end of the six-month period ended June 30, 2007 and at the end of the fiscal quarters ended September 30, 2007 and December 30, 2007, and the related statements of income and cash flows of the Acquired Business (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)) for such six-month period, such fiscal quarters and for the period from January 1, 2007 to the end of each such period, all in reasonable detail, subject to changes resulting from audit and normal year-end adjustments, (vi) a pro forma consolidated balance sheet of Company and its Subsidiaries as at the Restatement DateNovember 30, 1997, prepared in accordance with GAAP and reflecting the consummation of the AcquisitionMerger, the related financings and the other transactions contemplated by the Loan Documents and the Acquisition AgreementRelated Agreements, which pro forma balance sheet financial statements shall be in form and substance satisfactory to Administrative AgentLenders, and (viivi) projected financial statements consisting of consolidated balance sheets, statements of income and cash flow statements of Company and its Subsidiaries for Fiscal Years 2008 through and including 2013the Projections.

Financial Statements; Pro Forma Balance Sheet. On or before the Restatement Date, Lenders shall have received from Company (i) audited consolidated financial statements of Company and its Subsidiaries for the Fiscal Years 2004ended October 31, 2005 1999, 1998 and 20061997, and of Scientific Games and its Subsidiaries for the Fiscal Years ended December 31, 1999, 1998 and 1997, consisting of balance sheets and the related consolidated statements of income, stockholders’ ' equity and cash flows for such Fiscal Years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (ii) audited unaudited financial statements of Xxxxxxxx’x Fish Market Company and its Subsidiaries, for fiscal years 2005 the Fiscal Quarters ended January 31, 2000 and 2006 April 30, 2000, and unaudited financial statements of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (MilwaukeeScientific Games and its Subsidiaries as of March 31, Wisconsin) 2000 and the Xxxxxxxx’x Steakhouse located at Crosswoods (ColumbusJune 30, Ohio; relocated to Polaris, Columbus, Ohio)) for fiscal year 20062000, consisting of a balance sheets sheet and the related consolidated statements of income and cash flows for the three- and six-month periods ending on such fiscal years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (iii) unaudited financial statements of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)) for fiscal year 2005, consisting of balance sheets and the related statements of income and cash flows for such fiscal year, (iv) unaudited consolidated balance sheets as at the end of the Fiscal Quarters ended March 25, 2007, June 24, 2007, September 30, 2007 and December 30, 2007, and the related consolidated statements of income, stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Quarters and for the period from the beginning of Fiscal Year 2007 to the end of each such Fiscal Quarterdates, all in reasonable detail and certified by the chief financial officer of Company and Scientific Games, as the case may be, that they fairly present the financial condition of Company and its Subsidiaries as at the date dates indicated and the results of their operations and their cash flows for the period periods indicated, subject to changes resulting from audit and normal year-end adjustments, (viii) unaudited balance sheets as at the end of the six-month period ended June 30, 2007 and at the end of the fiscal quarters ended September 30, 2007 and December 30, 2007, and the related statements of income and cash flows of the Acquired Business (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)) for such six-month period, such fiscal quarters and for the period from January 1, 2007 to the end of each such period, all in reasonable detail, subject to changes resulting from audit and normal year-end adjustments, (vi) a pro forma consolidated balance sheet sheets of Company and its Subsidiaries and of Scientific Games and its Subsidiaries as at the Restatement DateJuly 31, 2000, prepared in accordance with GAAP and reflecting the estimated effects of the consummation of the AcquisitionMerger, the related financings and the other transactions contemplated by the Loan Documents and the Acquisition AgreementRelated Agreements, which pro forma balance sheet financial statements shall be in form and substance satisfactory to Administrative AgentAgents and Lenders, and (viiiv) projected financial statements consisting of consolidated (including balance sheets, sheets and related statements of income operations and cash flow statements flows) of Company and its Subsidiaries for Fiscal Years 2008 through and including 2013the last day of Company's Fiscal Year ended on or about December 31, 2008, which projected financial statements shall be in form and substance satisfactory to Agents and Lenders (the "Financial Plan").

Financial Statements; Pro Forma Balance Sheet. On or before the Restatement Closing Date, Lenders shall have received from Company (i) audited consolidated financial statements of Company and its Subsidiaries for Fiscal Years 20042000, 2005 2001 and 20062002, consisting of balance sheets and the related consolidated statements of income, stockholders’ ' equity and cash flows for such Fiscal Years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ the unqualified report thereonthereon of Deloitte & Touche LLP, (ii) audited financial statements of Xxxxxxxx’x Fish Market for fiscal years 2005 and 2006 and of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin) and the Xxxxxxxx’x Steakhouse located at Crosswoods (Columbus, Ohio; relocated to Polaris, Columbus, Ohio)) for fiscal year 2006, consisting of balance sheets and the related statements of income and cash flows for such fiscal years, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (iii) unaudited financial statements of Cameron’s Steakhouse (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)) for fiscal year 2005, consisting of balance sheets Company and the related statements of income and cash flows for such fiscal year, (iv) unaudited consolidated balance sheets its Subsidiaries as at the end of each fiscal quarter, if any, ended more than 45 days prior to the Closing Date and after the most recent Fiscal Quarters ended March 25Year referred to above, 2007, June 24, 2007, September 30, 2007 and December 30, 2007, consisting of a balance sheet and the related consolidated statements of income, stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Quarters and for the period from the beginning of Fiscal Year 2007 to the end of each such Fiscal Quarterperiods, all in reasonable detail and certified by the chief financial officer of Company that they fairly present the financial condition of Company and its Subsidiaries as at the date dates indicated and the results of their operations and their cash flows for the period periods indicated, subject to changes resulting from audit and normal year-end adjustments, (v) unaudited balance sheets as at the end of the six-month period ended June 30, 2007 and at the end of the fiscal quarters ended September 30, 2007 and December 30, 2007, and the related statements of income and cash flows of the Acquired Business (but excluding the Cameron’s Steakhouse located in Glendale (Milwaukee, Wisconsin)) for such six-month period, such fiscal quarters and for the period from January 1, 2007 to the end of each such period, all in reasonable detail, subject to changes resulting from audit and normal year-end adjustments, (viiii) a pro forma consolidated balance sheet of Company and its Subsidiaries as at the Restatement Datemost recent month end, prepared in accordance with GAAP and reflecting the consummation of the Acquisition, the related financings and the other transactions contemplated by the Loan Documents and the Acquisition AgreementDocuments, which pro forma balance sheet shall be in form and substance reasonably satisfactory to Administrative Agent, and (viiiv) projected a consolidated plan and financial statements consisting of consolidated forecast for the seven-year period following the Closing Date, including forecasted balance sheets, consolidated statements of income and cash flow statements flows of Company and its Subsidiaries on a quarterly basis for Fiscal Years 2008 through Year 2003 and including 2013on an annual basis for each Fiscal Year thereafter during such period, together with an explanation of the assumptions on which such forecasts are based.