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

Financial Statements and Pro Forma Financial Statements. The Administrative Agent shall have received (i) the audited balance sheets and related statements of operations, comprehensive income, equity and cash flows for BPR and its consolidated subsidiaries as of and for the Fiscal Years ended on December 31, 2015, December 31, 2016 and December 31, 2017, (ii) the unaudited balance sheet and related unaudited statements of comprehensive income, equity and cash flows for BPR and its consolidated subsidiaries for each Fiscal Quarter ended after June 30, 2018 and (iii) a pro forma consolidated balance sheet of BPR and its consolidated subsidiaries as of the last day of the four Fiscal Quarter period with respect to which the most recent financial statements were delivered pursuant to clauses (i), and if applicable, (ii) above, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date; provided that (A) each such pro forma financial statement shall be prepared in good faith by BPR and (B) no such pro forma financial statement shall be required to include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)).

Financial Statements and Pro Forma Financial Statements. The Administrative Agent shall have received received: (i) (x) the audited consolidated balance sheets and related consolidated statements of operations, comprehensive income, shareholders’ equity and cash flows of the Target and its consolidated subsidiaries for BPR the Fiscal Years ended December 31, 2014 and December 31, 2015 and (y) the unaudited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Target and its consolidated subsidiaries as of and for the Fiscal Years Quarters ended on December March 31, 20152016, December 31June 30, 2016, September 30, 2016 and December 31, 2017, 2016; and (ii) the unaudited balance sheet and related unaudited statements of comprehensive income, equity and cash flows for BPR and its consolidated subsidiaries for each Fiscal Quarter ended after June 30, 2018 and (iii) a pro forma consolidated balance sheet of BPR the Target and its a related consolidated subsidiaries statement of income as of and for the last day of the four Fiscal Quarter period with respect to which the most recent financial statements were delivered pursuant to clauses (i)ending on September 30, and if applicable2016, (ii) abovein each case, prepared in good faith after giving effect to the Transactions as if the Transactions had occurred as of September 30, 2016 in the case of such datebalance sheet or October 1, 2015 in the case of the statement of income; provided that (A) each such any financial statement or pro forma financial statement as described in clause (i)(y) and this clause (ii) shall be prepared in good faith by BPR and (B) no such pro forma financial statement shall not be required to include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)).;

Financial Statements and Pro Forma Financial Statements. The Administrative Agent shall have received (i) the audited consolidated balance sheets of the Borrower and related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for BPR and its consolidated subsidiaries as of and for the Fiscal Years ended on December 31, 20152013, December 31, 2016 2012 and December 31, 20172011, (ii) unaudited consolidated balance sheets of the unaudited balance sheet Borrower and related unaudited consolidated statements of comprehensive income, stockholders’ equity and cash flows as of and for BPR and its consolidated subsidiaries for each Fiscal Quarter ended after June 30the fiscal quarter ending March 31, 2018 2014 and (iii) a pro forma consolidated balance sheet and related pro forma statement of BPR and its consolidated subsidiaries income of the Borrower as of the last day of and for the four Fiscal Quarter period with respect to which the most recent financial statements were delivered pursuant to clauses (i)ended March 31, and if applicable, (ii) above2014, prepared after giving effect to the Transactions as if the Transactions had occurred as of such datedate (in the case of such balance sheet) or at the beginning of such period (in the case of the statement of income); provided that (Ai) each such pro forma financial statement shall be prepared in good faith by BPR the Borrower and (Bii) no such pro forma financial statement shall be required to include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)).