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

Financial Statements; Pro Forma Financial Statements. On or before the Closing Date, Joint-Lead Arrangers shall have received from Company (i) publicly available audited financial statements of WGII and its Subsidiaries for Fiscal Years ended December 31, 2004, December 30, 2005 and December 29, 2006, consisting of balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows for such Fiscal Years, audited by Deloitte & Touche and prepared in conformity with GAAP, together with such accountants’ report thereon, (ii) publicly available audited financial statements of Company and its Subsidiaries for the Fiscal Years ended October 31, 2004, December 30, 2005 and December 29, 2006, audited by PricewaterhouseCoopers and prepared in conformity with GAAP, together with such accountants’ report thereon, and unaudited financial statements for the two-month period ended December 31, 2004, in each case consisting of consolidated balance sheets and the related statements of income, stockholders’ equity and cash flows for such Fiscal Years or two-month period ended December 31, 2004, as applicable, (iii) publicly available unaudited interim financial statements of WGII and its Subsidiaries as at June 29, 2007, consisting of a balance sheet and the related consolidated statements of income and cash flows for the six-month period ending on such date, all in reasonable detail and certified by the chief financial officer of WGII that they fairly present the financial condition of WGII 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, (iv) publicly available unaudited interim financial statements of Company and its Subsidiaries as at June 29, 2007, consisting of a balance sheet and the related consolidated statements of income and cash flows for the six-month period ending on such date, 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 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,

Financial Statements; Pro Forma Financial Statements. On or before the Closing Date, Joint-Lead Arrangers Lenders shall have received from Company (i) publicly available audited consolidated financial statements of WGII FTD and its Subsidiaries for Fiscal Years ended December 31, 2004, December 30, 2005 and December 292005, 2006, 2007 and, if the Closing Date occurs after October 1, 2008, Fiscal Year 2008, consisting of consolidated balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows for such Fiscal Years, audited by Deloitte & Touche and prepared in conformity with GAAP, together with such accountants’ report thereon, (ii) publicly available audited unaudited consolidated financial statements of Company FTD and its Subsidiaries for each Fiscal Quarter ending after Fiscal Year 2007 and at least 45 days prior to the Fiscal Years ended October 31, 2004, December 30, 2005 and December 29, 2006, audited by PricewaterhouseCoopers and prepared in conformity with GAAP, together with such accountants’ report thereon, and unaudited financial statements for the two-month period ended December 31, 2004, in each case consisting of consolidated balance sheets and the related statements of income, stockholders’ equity and cash flows for such Fiscal Years or two-month period ended December 31, 2004, as applicable, (iii) publicly available unaudited interim financial statements of WGII and its Subsidiaries as at June 29, 2007Closing Date, consisting of a consolidated balance sheet and the related consolidated statements of income and cash flows for the six-month period ending on each such dateFiscal Quarter, all in reasonable detail and certified by the chief financial officer a Financial Officer of WGII FTD that they fairly present in all material respects the financial condition of WGII FTD 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, (iviii) publicly available unaudited interim consolidated financial statements of Company FTD and its Subsidiaries as for each calendar month ending after the most recently completed Fiscal Quarter for which unaudited financial statements have been delivered pursuant to clause (ii) and at June 29, 2007least 35 days prior to the Closing Date, consisting of a consolidated balance sheet and the related consolidated statements of income and cash flows for the six-month period ending on each such datecalendar month, all in reasonable detail and certified by the chief financial officer a Financial Officer of Company FTD that they fairly present in all material respects the financial condition of Company FTD 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,, and (iv) pro forma consolidated financial statements of FTD and its Subsidiaries as of the 12 month period ended June 30, 2008, consisting of a consolidated balance sheet and the related consolidated statement of income for such 12 month period, giving effect to the Transactions as if the Transactions had occurred on such date (in the case of the balance sheet) or at the beginning of such period (in the case of such statement of income).

Financial Statements; Pro Forma Financial Statements. On or before the Closing Date, Joint-Lead Arrangers Lenders shall have received from Company (i) publicly available audited financial statements an unaudited consolidated balance sheet of WGII Company and its Subsidiaries for Fiscal Years ended December 31, 2004, December as at September 30, 2005 and December 29, 2006, consisting of balance sheets 2003 and the related consolidated statements of income, stockholders’ ' equity and cash flows for such Fiscal Years, audited by Deloitte & Touche and prepared in conformity with GAAP, together with such accountants’ report thereon, (ii) publicly available audited financial statements of Company and its Subsidiaries for the Fiscal Years Quarter then ended October 31, 2004, December 30, 2005 and December 29, 2006, audited by PricewaterhouseCoopers and prepared in conformity with GAAP, together with such accountants’ report thereon, and unaudited financial statements for the two-month period ended December 31, 2004, in each case consisting of consolidated balance sheets and the related statements of income, stockholders’ equity and cash flows for such Fiscal Years or two-month period ended December 31, 2004, as applicable, (iii) publicly available unaudited interim financial statements of WGII and its Subsidiaries as at June 29, 2007, consisting of a balance sheet and the related consolidated statements of income and cash flows for the six-month period ending on such date, all in reasonable detail and certified by the chief financial officer of WGII Company that they fairly present present, in all material respects, the financial condition of WGII Company and its Subsidiaries as at the dates date indicated and the results of their operations and their cash flows for the periods period indicated, subject to changes resulting from audit and normal year-end adjustments, (ivii) publicly available an unaudited interim financial statements consolidated balance sheet of Company and its Subsidiaries as at June 29the last day of each month ended on or after October 31, 2007, consisting of a balance sheet 2003 and more than 30 days prior to the Closing Date and the related consolidated statements of income and cash flows stockholders' equity of Company and its Subsidiaries for the six-month period ending on such date, all in reasonable detail and then ended certified by the chief financial officer of Company that they fairly present present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates date indicated and the results of their operations and their cash flows for the periods period indicated, subject to changes resulting from audit and normal year-end adjustments,adjustments and (iii) projected financial statements (including a consolidated balance sheet, income statements and cash flow statements) of Company and its Subsidiaries for fiscal years 2003 through and including 2009, giving effect to the transactions contemplated by the Loan Documents in form and substance satisfactory to Administrative Agent.

Financial Statements; Pro Forma Financial Statements. On or before the Closing Date, Joint-Lead Arrangers Lenders shall have received from Company (i) publicly available audited financial statements of WGII Company and its Subsidiaries for Fiscal Years ended December 312001, 2004, December 30, 2005 2002 and December 29, 20062003, consisting of consolidated balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows for such Fiscal Years, audited by Deloitte & Touche and prepared in conformity with GAAP, together with such accountants’ the report thereonthereon of Ernst & Young and in reasonable detail and certified by the chief financial officer of Company that they fairly present in all material respects the consolidated financial condition of Company and its Subsidiaries, as at the dates indicated and the results of their operations for the periods indicated, (ii) publicly available audited unaudited financial statements of Company and its Subsidiaries for as at the end of each Fiscal Years Quarter ended October 31, 2004, December 30, 2005 more than 45 days prior to the Closing Date and December 29, 2006, audited by PricewaterhouseCoopers and prepared in conformity with GAAP, together with such accountants’ report thereon, and unaudited monthly financial statements for any monthly period ending after the two-month period ended December 31, 2004, in each case consisting of consolidated balance sheets most recent Fiscal Quarter and more than 30 days prior to the related statements of income, stockholders’ equity and cash flows for such Fiscal Years or two-month period ended December 31, 2004, as applicable, (iii) publicly available unaudited interim financial statements of WGII and its Subsidiaries as at June 29, 2007Closing Date, consisting of a consolidated balance sheet and the related consolidated statements of income and cash flows for the six-month period ending on such dateperiods indicated, all in reasonable detail and certified by the chief financial officer of WGII Company that they fairly present in all material respects the consolidated financial condition of WGII 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, (iviii) publicly available unaudited interim financial statements pro forma consolidated balance sheets of Company and its Subsidiaries as at June 29January 2, 20072005, consisting of a balance sheet reflecting the Recapitalization and the related transactions contemplated by the Loan Documents and the First Lien Credit Agreement, and (iv) a consolidated statements of income plan and cash flows financial forecast for the six-month year period ending on such dateafter the Closing Date, all in reasonable detail including forecasted balance sheet, consolidated statements of income, and certified by the chief financial officer of Company that they fairly present the financial condition cash flows of Company and its Subsidiaries as at on a monthly basis for Fiscal Year 2004 and on an annual basis for each Fiscal Year thereafter during such period, together with an explanation of the dates indicated assumptions on which such forecasts are based. Each of the foregoing financial statements shall (1) be in form and the results of their operations substance reasonably satisfactory to Administrative Agent and their cash flows Lenders, (2) be substantially consistent with any financial statements for the same periods indicateddelivered to Administrative Agent prior to the Closing Date, subject and (3) in the case of such financial statements for subsequent periods, be substantially consistent with any projected financial results for such periods delivered to changes resulting from audit and normal year-end adjustments,Administrative Agent prior to the Closing Date.

Financial Statements; Pro Forma Financial Statements. On or before the Closing Date, Joint-The Lead Arrangers Arranger shall have received from Company (iA) publicly available audited financial statements of WGII and its Subsidiaries for Fiscal Years ended December 31, 2004, December 30, 2005 and December 29, 2006, consisting of balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows for such Fiscal Years, audited by Deloitte & Touche and prepared in conformity with GAAP, together with such accountants’ report thereon, (ii) publicly available audited financial statements of Company and its Subsidiaries for the Fiscal Years ended October 31, 2004, December 30, 2005 and December 29, 2006, audited by PricewaterhouseCoopers and prepared in conformity with GAAP, together with such accountants’ report thereon, and unaudited financial statements for the two-month period ended December 31, 2004, in each case consisting of consolidated balance sheets and the related statements of income, stockholders’ equity and cash flows for such Fiscal Years or two-month period ended December 31, 2004, as applicable, (iii) publicly available unaudited interim financial statements of WGII and its Subsidiaries as at June 29, 2007, consisting of a balance sheet and the related consolidated statements of income and cash flows for and stockholders’ equity of (i) the six-month period ending on such date, all in reasonable detail and certified by the chief financial officer of WGII that they fairly present the financial condition of WGII Borrower and its Subsidiaries as at for each of the dates indicated fiscal years ended December 31, 2014, December 31, 2015 and December 31, 2016 (the results of their operations “Borrower Audited Financial Statements”) and their cash flows for (ii) the periods indicated, subject to changes resulting from audit and normal year-end adjustments, (iv) publicly available unaudited interim financial statements of Company Target and its Subsidiaries as at June 29for each of the fiscal years ended December 31, 20072014, consisting of a December 31, 2015 and December 31, 2016 (the “Target Audited Financial Statements”), (B) unaudited consolidated balance sheet sheets and the related consolidated statements of income and cash flows and stockholders’ equity of (i) the Borrower and its Subsidiaries for each fiscal quarter ended after December 31, 2016 and at least 45 days prior to the six-month period ending on such dateClosing Date (the “Borrower Quarterly Financial Statements”) and (ii) Target and its Subsidiaries for each fiscal quarter ended after December 31, all in reasonable detail 2016 and certified by at least 45 days prior to the chief financial officer Closing Date (the “Target Quarterly Financial Statements”) and (C) a pro forma consolidated balance sheet of Company that they fairly present the financial condition of Company Borrower and its Subsidiaries as of and for the period of four (4) consecutive fiscal quarters ending March 31, 2017, and pro forma consolidated statement of income of the Borrower and its Subsidiaries for fiscal quarter ending March 31, 2017 and the for the period of four (4) consecutive fiscal quarters ending December 31, 2016, in each case after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the dates indicated and beginning of such period (in the results case of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments,statement of income) (the “Pro Forma Financial Statements”).

Financial Statements; Pro Forma Financial Statements. On or before the Closing Date, Joint-Lead Arrangers Lenders shall have received from Company (i) publicly available audited financial statements of WGII Company and its Subsidiaries for Fiscal Years ended December 312001, 2004, December 30, 2005 2002 and December 29, 20062003, consisting of balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows for such Fiscal Years, audited by Deloitte & Touche independent public accountants of recognized national standing and prepared in conformity with GAAP, together with such accountants’ report thereon, (ii) publicly available audited financial statements of Company unaudited consolidated balance sheets as at March 28, June 27 and its Subsidiaries for the Fiscal Years ended October 31September 26, 2004, December 30, 2005 and December 29, 2006, audited by PricewaterhouseCoopers and prepared in conformity with GAAP, together with such accountants’ report thereon, and unaudited financial statements for the two-month period ended December 31, 2004, in each case consisting of consolidated balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows for such Fiscal Years or two-month period ended December 31, 2004, as applicable, (iii) publicly available unaudited interim financial statements of WGII and its Subsidiaries as at June 29, 2007, consisting of a balance sheet and the related consolidated statements of income and cash flows for the six-month period ending on such date, all in reasonable detail and certified by the chief financial officer of WGII that they fairly present the financial condition of WGII 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, (iv) publicly available unaudited interim financial statements of Company and its Subsidiaries as at June 29, 2007, consisting of a balance sheet and the related consolidated statements of income and cash flows for the six-month period ending on such dateFiscal Quarter then ended, 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 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) a pro forma consolidated balance sheet as at the Closing Date giving effect to the transactions contemplated hereby, which pro forma financial statements shall be in form and substance satisfactory to Administrative Agent, and (iv) projected financial statements consisting of consolidated balance sheets, statements of income and cash flow statements of Company and its Subsidiaries for Fiscal Years 2004 through and including 2011.

Financial Statements; Pro Forma Financial Statements. On or before the Closing Date, Joint-Lead Arrangers the Initial Lender shall have received from Company received: (i) publicly available (a) the audited financial statements of WGII and its Subsidiaries for Fiscal Years ended December 31, 2004, December 30, 2005 and December 29, 2006, consisting of balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows for such Fiscal Years, audited by Deloitte & Touche and prepared in conformity with GAAP, together with such accountants’ report thereon, (ii) publicly available audited financial statements of Company and its Subsidiaries for the Fiscal Years ended October 31, 2004, December 30, 2005 and December 29, 2006, audited by PricewaterhouseCoopers and prepared in conformity with GAAP, together with such accountants’ report thereon, and unaudited financial statements for the two-month period ended December 31, 2004, in each case consisting of consolidated balance sheets and the related statements of incomeincome and cash flow (including any related notes thereto) of ACN Seller and its Subsidiaries for the fiscal years ended December 31, stockholders2006, January 1, 2006 and the period from December 10, 2004 through December 26, 2004, (b) the audited balance sheets of the Printing and Publishing Divisions of CM Media, Inc. as of December 31, 2006 and 2005, and the related statements of income and divisions’ equity equity, and cash flows for such Fiscal Years or two-month period the years ended December 31, 2004, as applicable, 2006 and 2005 and (iiic) publicly available the unaudited interim financial statements of WGII and its Subsidiaries as at June 29, 2007, consisting of a consolidated balance sheet and the related consolidated statements of income of the ACN Seller and its Subsidiaries for the four (4) month period ended April 29, 2007, all in reasonable detail; (ii) pro forma financial statements (including a pro forma balance sheet) as at the Closing Date for the trailing twelve (12) month period ended as at April 1, 2007, prepared in accordance with GAAP and reflecting the financings and the other transactions contemplated by this Agreement and the Related Agreements to occur on the Closing Date, which pro forma financial statements shall be in form and substance reasonably satisfactory to the Initial Lender; (iii) projected financial statements (including balance sheets, statements of income and cash flows for of Borrower and its Subsidiaries) through and including the six-month period last day of Borrower’s Fiscal Year ending on such dateDecember 31, 2013, which projected financial statements shall be in form and substance satisfactory to the Initial Lender; and (iv) an Officer’s Certificate of Borrower acceptable to the Initial Lender to the effect that (x) the financial statements described in clause (i) above have been prepared in accordance with GAAP consistently applied and fairly present, in all in reasonable detail and certified by the chief financial officer of WGII that they fairly present material respects, the financial condition of WGII Borrower and its Subsidiaries (or their predecessors, as applicable) as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to (in the case of unaudited financial statements) the absence of footnote disclosure and changes resulting from audit and normal year-end adjustmentsadjustments (which will not be material either individually or in the aggregate), (ivy) publicly available unaudited interim the pro forma financial statements of Company described in clause (ii) above have been prepared in accordance with GAAP consistently applied and its Subsidiaries as at June 29, 2007, consisting of a balance sheet and the related consolidated statements of income and cash flows for the six-month period ending on such date, all in reasonable detail and certified by the chief financial officer of Company that they fairly present in all material respects the financial condition of Company Borrower and its Subsidiaries (or their predecessors, as applicable) (on a consolidated basis) as of the date thereof after giving effect to the financings and the other transactions contemplated by this Agreement and the Related Agreements to occur on the Closing Date; and (z) the projections described in clause (iii) above are based upon good faith estimates and assumptions believed by management of Borrower to be reasonable at the dates indicated time made (it being recognized by the Initial Lender that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments,set forth therein by a material amount).

Financial Statements; Pro Forma Financial Statements. On or before the Closing Date, Joint-Lead Arrangers Administrative Agent shall have received from Company received: (i) publicly available (a) the audited financial statements of WGII and its Subsidiaries for Fiscal Years ended December 31, 2004, December 30, 2005 and December 29, 2006, consisting of balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows for such Fiscal Years, audited by Deloitte & Touche and prepared in conformity with GAAP, together with such accountants’ report thereon, (ii) publicly available audited financial statements of Company and its Subsidiaries for the Fiscal Years ended October 31, 2004, December 30, 2005 and December 29, 2006, audited by PricewaterhouseCoopers and prepared in conformity with GAAP, together with such accountants’ report thereon, and unaudited financial statements for the two-month period ended December 31, 2004, in each case consisting of consolidated balance sheets and the related statements of incomeincome and cash flow (including any related notes thereto) of ACN Seller and its Subsidiaries for the fiscal years ended December 31, stockholders2006, January 1, 2006 and the period from December 10, 2004 through December 26, 2004, (b) the audited balance sheets of the Printing and Publishing Divisions of CM Media, Inc. as of December 31, 2006 and 2005, and the related statements of income and divisions’ equity equity, and cash flows for such Fiscal Years or two-month period the years ended December 31, 20042006 and 2005, as applicable, and (iiic) publicly available the unaudited interim financial statements of WGII and its Subsidiaries as at June 29, 2007, consisting of a consolidated balance sheet and the related consolidated statements of income of the ACN Seller and its Subsidiaries for the four (4) month period ended April 29, 2007, all in reasonable detail; (ii) pro forma financial statements (including a pro forma balance sheet) as at the Closing Date for the trailing twelve (12) month period ended as at April 1, 2007, prepared in accordance with GAAP and reflecting the financings and the other transactions contemplated by this Agreement and the other Credit Documents and the Related Agreements to occur on the Closing Date, which pro forma financial statements shall be in form and substance reasonably satisfactory to Administrative Agent; (iii) projected financial statements (including balance sheets, statements of income and cash flows for of Parent and its Subsidiaries) through and including the six-month period last day of Parent’s Fiscal Year ending on such dateDecember 31, all 2013, which projected financial statements shall be in reasonable detail form and certified by substance satisfactory to Administrative Agent; and (iv) a certificate of the chief financial officer of WGII Borrower acceptable to Administrative Agent to the effect that they (x) the financial statements described in clause (i) above have been prepared in accordance with GAAP consistently applied and fairly present present, in all material respects, the financial condition of WGII Parent and its Subsidiaries (or their predecessors, as applicable) as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to (in the case of unaudited financial statements) the absence of footnote disclosure and changes resulting from audit and normal year-end adjustmentsadjustments (which will not be material either individually or in the aggregate), (ivy) publicly available unaudited interim the pro forma financial statements of Company described in clause (ii) above have been prepared in accordance with GAAP consistently applied and its Subsidiaries as at June 29, 2007, consisting of a balance sheet and the related consolidated statements of income and cash flows for the six-month period ending on such date, all in reasonable detail and certified by the chief financial officer of Company that they fairly present in all material respects the financial condition of Company Parent and its Subsidiaries (or their predecessors, as applicable) (on a consolidated basis) as of the date thereof after giving effect to the financings and the other transactions contemplated by this Agreement and the other Credit Documents and the Related Agreements to occur on the Closing Date; and (z) the projections described in clause (iii) above are based upon good faith estimates and assumptions believed by management of the Parent to be reasonable at the dates indicated time made (it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results of their operations set forth therein by a material amount). Administrative Agent acknowledges that it has received the financial statements, pro forma financial statements and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments,projections identified in clauses (i)-(iii) above.

Financial Statements; Pro Forma Financial Statements. On or before the Closing Date, Joint-Lead Arrangers Company shall have received from Company delivered to Administrative Agent on behalf of the Lenders (i) publicly available audited consolidated financial statements of WGII Company and its Subsidiaries for Fiscal Years ended December 31, 2004, December 30, 2005 2007 and December 29, 20062008, consisting of consolidated balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows for such Fiscal Years, audited by Deloitte & Touche and prepared in conformity with GAAP, together with such accountants’ report thereon, (ii) publicly available audited financial statements of Company and its Subsidiaries for the Fiscal Years ended October 31, 2004, December 30, 2005 and December 29, 2006, audited by PricewaterhouseCoopers and prepared in conformity with GAAP, together with such accountants’ report thereon, and unaudited carveout pro forma financial statements for the two-month period ended December 31, 2004, Retail Business for Fiscal Year 2008 in each case consisting of consolidated balance sheets and the related statements of income, stockholders’ equity and cash flows for such Fiscal Years or two-month period ended December 31, 2004, as applicablea form reasonably satisfactory to Arrangers, (iii) publicly available unaudited interim consolidated financial statements of WGII and its Subsidiaries as at June 29, 2007for the Retail Business for the most recently ended 12-month period for which financial statements are available, consisting of a consolidated balance sheet and the related consolidated statements of income and cash flows for the six3-month period ending on such date, all in reasonable detail and certified by the chief financial an authorized officer of WGII that they fairly present the financial condition of WGII 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, (iv) publicly available unaudited interim financial statements of Company and its Subsidiaries as at June 29, 2007, consisting of a balance sheet and the related consolidated statements of income and cash flows for the six-month period ending on such date, 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 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,, (iv) pro forma consolidated balance sheets of Company and its Subsidiaries as at the Closing Date, reflecting the consummation of the Recapitalization, the related financings and the other transactions contemplated by the Transaction Documents (including the Wholesale Contributions), which pro forma financial statements shall be in form reasonably satisfactory to Administrative Agent, and (v) a business plan and projected financial statements (including balance sheets and income and cash flow statements) for the Retail Business for the period from the Closing Date through Fiscal Year 2013, including forecasted consolidated statements of income of Company and the Subsidiary Guarantors on a quarterly basis for Fiscal Years 2009 and 2010 and on an annual basis for each Fiscal Year thereafter during such period, together with an explanation of the assumptions on which such forecasts are based.

Financial Statements; Pro Forma Financial Statements. On or before the Closing Date, Joint-Lead Arrangers Lenders shall have received from Company (i) publicly available audited financial statements of WGII Company and/or its predecessors and its their respective Subsidiaries for Fiscal Years ended December 312002, 2003 and 2004, December 30, 2005 and December 29, 2006, consisting of consolidated balance sheets and the related consolidated statements of income, stockholders’ ' equity and cash flows for such Fiscal Years, audited by Deloitte & Touche and prepared in conformity with GAAP, together with such accountants’ the report thereonthereon of Xxxxx Xxxxxxxx LLP or Ernst & Young LLP and in reasonable detail and certified by the chief financial officer of Company that they fairly present in all material respects the consolidated financial condition of Company and/or its predecessors and their respective Subsidiaries, as at the dates indicated and the results of their operations for the periods indicated, (ii) publicly available audited unaudited financial statements of Company and its Subsidiaries for as at the end of each Fiscal Years Quarter ended October 31, 2004, December 30, 2005 69 more than 45 days prior to the Closing Date and December 29, 2006, audited by PricewaterhouseCoopers and prepared in conformity with GAAP, together with such accountants’ report thereon, and unaudited monthly financial statements for any monthly period ending after the two-month period ended December 31, 2004, in each case consisting of consolidated balance sheets most recent Fiscal Quarter and more than 30 days prior to the related statements of income, stockholders’ equity and cash flows for such Fiscal Years or two-month period ended December 31, 2004, as applicable, (iii) publicly available unaudited interim financial statements of WGII and its Subsidiaries as at June 29, 2007Closing Date, consisting of a consolidated balance sheet and the related consolidated statements of income and cash flows for the six-month period ending on such date, all in reasonable detail and certified by the chief financial officer of WGII that they fairly present the financial condition of WGII 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, (iv) publicly available unaudited interim financial statements of Company and its Subsidiaries as at June 29, 2007, consisting of a balance sheet and the related consolidated statements of income and cash flows for the six-month period ending on such date, all in reasonable detail and certified by the chief financial officer of Company that they fairly present in all material respects the consolidated 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 review by independent accountants and normal year-end adjustments,, (iii) pro forma consolidated balance sheets of Company and its Subsidiaries as at September 30, 2005, reflecting the Recapitalization and the transactions contemplated by the Loan Documents, and (iv) a consolidated plan and financial forecast for the six-year period after the Closing Date, including forecasted balance sheet, consolidated statements of income, and cash flows of Company and its Subsidiaries on a quarterly basis for the quarter ending December 31, 2005 and for Fiscal Year 2006 and on an annual basis for each Fiscal Year thereafter during such period, together with an explanation of the assumptions on which such forecasts are based. Each of the foregoing financial statements shall (1) be in form and substance reasonably satisfactory to Administrative Agent, (2) be substantially consistent with any financial statements for the same periods delivered to Administrative Agent prior to the Closing Date, and (3) in the case of such financial statements for subsequent periods, be substantially consistent with any projected financial results for such periods delivered to Administrative Agent prior to the Closing Date.

Financial Statements; Pro Forma Financial Statements. On or before the Closing Date, Joint-Lead Arrangers Lenders shall have received from Company (i) publicly available audited financial statements of WGII Company and its Subsidiaries for Fiscal Years ended December 312001, 2004, December 30, 2005 2002 and December 29, 20062003, consisting of consolidated balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows for such Fiscal Years, audited by Deloitte & Touche and prepared in conformity with GAAP, together with such accountants’ the report thereonthereon of Ernst & Young and in reasonable detail and certified by the chief financial officer of Company that they fairly present in all material respects the consolidated financial condition of Company and its Subsidiaries, as at the dates indicated and the results of their operations for the periods indicated, (ii) publicly available audited unaudited financial statements of Company and its Subsidiaries for as at the end of each Fiscal Years Quarter ended October 31, 2004, December 30, 2005 more than 45 days prior to the Closing Date and December 29, 2006, audited by PricewaterhouseCoopers and prepared in conformity with GAAP, together with such accountants’ report thereon, and unaudited monthly financial statements for any monthly period ending after the two-month period ended December 31, 2004, in each case consisting of consolidated balance sheets most recent Fiscal Quarter and more than 30 days prior to the related statements of income, stockholders’ equity and cash flows for such Fiscal Years or two-month period ended December 31, 2004, as applicable, (iii) publicly available unaudited interim financial statements of WGII and its Subsidiaries as at June 29, 2007Closing Date, consisting of a consolidated balance sheet and the related consolidated statements of income and cash flows for the six-month period ending on such dateperiods indicated, all in reasonable detail and certified by the chief financial officer of WGII Company that they fairly present in all material respects the consolidated financial condition of WGII 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, (iviii) publicly available unaudited interim financial statements pro forma consolidated balance sheets of Company and its Subsidiaries as at June 29January 2, 20072005, consisting of a balance sheet reflecting the Recapitalization and the related transactions contemplated by the Loan Documents and the Second Lien Term Loan Agreement, and (iv) a consolidated statements of income plan and cash flows financial forecast for the six-month year period ending on such dateafter the Closing Date, all in reasonable detail including forecasted balance sheet, consolidated statements of income, and certified by the chief financial officer of Company that they fairly present the financial condition cash flows of Company and its Subsidiaries as at on a monthly basis for Fiscal Year 2004 and on an annual basis for each Fiscal Year thereafter during such period, together with an explanation of the dates indicated assumptions on which such forecasts are based. Each of the foregoing financial statements shall (1) be in form and the results of their operations substance reasonably satisfactory to Administrative Agent and their cash flows Lenders, (2) be substantially consistent with any financial statements for the same periods indicateddelivered to Administrative Agent prior to the Closing Date, subject and (3) in the case of such financial statements for subsequent periods, be substantially consistent with any projected financial results for such periods delivered to changes resulting from audit and normal year-end adjustments,Administrative Agent prior to the Closing Date.