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

Financial Statements; Pro Forma Balance Sheets; Projections. On or prior to the Closing Date, the Agents and their Affiliates that are Lenders on the Closing Date shall have received (a) (i) the audited consolidated balance sheet of the HTA Targets and their respective Subsidiaries for each of the three most recent years ending at least 90 days prior to the Closing Date and the related audited consolidated statements of income, retained earnings, stockholders’ equity and changes in financial position of the HTA Targets and their respective Subsidiaries and (ii) the audited consolidated balance sheet of Lead Borrower and its Subsidiaries (prior to giving effect to the Acquisition) for each of the three most recent years ending at least 90 days prior to the Closing Date and the related audited consolidated statements of income, retained earnings, stockholders’ equity and changes in financial position of Lead Borrower and its Subsidiaries (prior to giving effect to the Acquisition) (collectively, the “Audited Financial Statements”), (b) (i) the unaudited consolidated balance sheet of the HTA Targets and their respective Subsidiaries for each fiscal quarter ending after the date of the most recent balance sheet delivered pursuant to clause (a)(i) and at least 45 days prior to the Closing Date (or, in the case of any fiscal quarter that is the fourth fiscal quarter of the fiscal year of the HTA Target and their respective Subsidiaries, at least 90 days prior to the Closing Date) and (ii) the unaudited consolidated balance sheet of Lead Borrower and its Subsidiaries (prior to giving effect to the Acquisition) for each fiscal quarter ending after the date of the most recent balance sheet delivered pursuant to clause (a)(ii) and at least 45 days prior to the Closing Date (or, in the case of any fiscal quarter that is the fourth fiscal quarter of the fiscal year of Lead Borrower and its Subsidiaries (prior to giving effect to the Acquisition), at least 90 days prior to the Closing Date) (the date of the last such applicable fiscal year or fiscal quarter, as applicable, the “Financial Statements Date”) and the related unaudited consolidated statements of income, retained earnings, stockholders’ equity and changes in financial position of Lead Borrower and its Subsidiaries (prior to giving effect to the Acquisition) for the portion of the fiscal year then ended (the “Unaudited Financial Statements”), (c) a pro forma consolidated balance sheet for the Borrower prepared as of the Financial Statements Date and a pro forma statement of comprehensive income for the four quarter period ending on the Financial Statements Date, prepared so as to give effect to the Transaction as if the Transaction had occurred on such date (in the case of such balance sheet) or as if the Transaction had occurred at the beginning of such period (in the case of such statement of operations), which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, or include adjustments for purchase accounting, and (d) forecasts of the financial performance of Holdings and its restricted subsidiaries on a quarterly basis for the 2018 fiscal year and an annual basis thereafter through the fiscal year ending in 2024. The financial statements referred to in clauses (a) and (b) shall be prepared in accordance with U.S. GAAP subject in the case of the Unaudited Financial Statements to changes resulting from audit and normal year-end audit adjustments and to the absence of certain footnotes.

Financial Statements; Pro Forma Balance Sheets; Projections. On or prior to the Closing Date, the Agents and their Affiliates that are Lenders on the Closing Date shall have received (a) (ia)(i) the audited consolidated balance sheet of the HTA Targets and their respective Subsidiaries for each of the three most recent years ending at least 90 days prior to the Closing Date and the related audited consolidated statements of income, retained earnings, stockholders’ equity and changes in financial position of the HTA Targets and their respective Subsidiaries and (ii) the audited consolidated balance sheet of Lead Borrower and its Subsidiaries (prior to giving effect to the Acquisition) for each of the three most recent years ending at least 90 days prior to the Closing Date and the related audited consolidated statements of income, retained earnings, stockholders’ equity and changes in financial position of Lead Borrower and its Subsidiaries (prior to giving effect to the Acquisition) (collectively, the “Audited Financial Statements”), (b) (ib)(i) the unaudited consolidated balance sheet of the HTA Targets and their respective Subsidiaries for each fiscal quarter ending after the date of the most recent balance sheet delivered pursuant to clause (a)(i) and at least 45 days prior to the Closing Date (or, in the case of any fiscal quarter that is the fourth fiscal quarter of the fiscal year of the HTA Target and their respective Subsidiaries, at least 90 days prior to the Closing Date) and (ii) the unaudited consolidated balance sheet of Lead Borrower and its Subsidiaries (prior to giving effect to the Acquisition) for each fiscal quarter ending after the date of the most recent balance sheet delivered pursuant to clause (a)(ii) and at least 45 days prior to the Closing Date (or, in the case of any fiscal quarter that is the fourth fiscal quarter of the fiscal year of Lead Borrower and its Subsidiaries (prior to giving effect to the Acquisition), at least 90 days prior to the Closing Date) (the date of the last such applicable fiscal year or fiscal quarter, as applicable, the “Financial Statements Date”) and the related unaudited consolidated statements of income, retained earnings, stockholders’ equity and changes in financial position of Lead Borrower and its Subsidiaries (prior to giving effect to the Acquisition) for the portion of the fiscal year then ended (the “Unaudited Financial Statements”), (c) a pro forma consolidated balance sheet for the Borrower prepared as of the Financial Statements Date and a pro forma statement of comprehensive income for the four four-quarter period ending on the Financial Statements Date, prepared so as to give effect to the Transaction as if the Transaction had occurred on such date (in the case of such balance sheet) or as if the Transaction had occurred at the beginning of such period (in the case of such statement of operations), which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, or include adjustments for purchase accounting, and (d) forecasts of the financial performance of Holdings and its restricted subsidiaries on a quarterly basis for the 2018 fiscal year and an annual basis thereafter through the fiscal year ending in 2024. The financial statements referred to in clauses (a) and (b) shall be prepared in accordance with U.S. GAAP subject in the case of the Unaudited Financial Statements to changes resulting from audit and normal year-end audit adjustments and to the absence of certain footnotes.

Financial Statements; Pro Forma Balance Sheets; Projections. On or prior to the Closing Date, the Agents and their Affiliates that are Lenders on the Closing Date shall have received (a) (i) the audited consolidated combined balance sheet sheets of the HTA Targets Securus Technologies Holdings, Inc. and their respective its Subsidiaries for each of the three most recent years ending at least 90 days prior to the Closing Date Date, and the related audited consolidated statements of incomeoperations and comprehensive income and statements of cash flows of Securus Technologies Holdings, retained earnings, stockholders’ equity and changes in financial position of the HTA Targets and their respective Subsidiaries and (ii) the audited consolidated balance sheet of Lead Borrower Inc. and its Subsidiaries (prior to giving effect to for the Acquisition) for each of the three most recent fiscal years ending at least 90 days prior to the Closing Date and the related audited consolidated statements of income, retained earnings, stockholders’ equity and changes in financial position of Lead Borrower and its Subsidiaries (prior to giving effect to the Acquisition) then ended (collectively, the “Audited Financial Statements”), (b) (iii) the unaudited consolidated combined balance sheet sheets of the HTA Targets Securus Technologies Holdings, Inc. and their respective its Subsidiaries for as of each fiscal quarter ending after the date of the most recent balance sheet delivered pursuant to clause (a)(ii) and at least 45 days prior to the Closing Date (or, in the case of any fiscal quarter that is the fourth fiscal quarter of the fiscal year of the HTA Target and their respective Subsidiaries, at least 90 days prior to the Closing Date) and (ii) the unaudited consolidated balance sheet of Lead Borrower and its Subsidiaries (prior to giving effect to the Acquisition) for each fiscal quarter ending after the date of the most recent balance sheet delivered pursuant to clause (a)(ii) and at least 45 days prior to the Closing Date (or, in the case of any fiscal quarter that is the fourth fiscal quarter of the fiscal year of Lead Borrower and its Subsidiaries (prior to giving effect to the Acquisition), at least 90 days prior to the Closing Date) (the date of the last such applicable fiscal year or fiscal quarter, as applicable, the “Financial Statements Date”) ), and the related unaudited consolidated statements of incomeoperations and comprehensive income and statements of cash flows of Securus Technologies Holdings, retained earnings, stockholders’ equity and changes in financial position of Lead Borrower Inc. and its Subsidiaries (prior to giving effect to the Acquisition) for the portion of the fiscal year then ended (the “Unaudited Financial Statements”), (ciii) a pro forma consolidated balance sheet for the Borrower prepared as of the Financial Statements Date and a pro forma statement of comprehensive income for the most recent fiscal year covered by the Audited Financial Statements and the year to date and the four quarter period ending on the Financial Statements Date, prepared so as to give effect to the Transaction as if the Transaction had occurred on such date (in the case of such balance sheet) or as if the Transaction had occurred at the beginning of such period (in the case of such statement of operations), which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, or include adjustments for purchase accounting, and (div) forecasts of the financial performance of Holdings the Borrower and its restricted subsidiaries on a quarterly basis for the 2017 and 2018 fiscal year years and an annual basis thereafter through the fiscal year ending in 20242025. The financial statements referred to in clauses (ai) and (bii) shall be prepared in accordance with U.S. GAAP subject in the case of the Unaudited Financial Statements to changes resulting from audit and normal year-end audit adjustments and to the absence of certain footnotes.

Financial Statements; Pro Forma Balance Sheets; Projections. On or prior to the Closing Initial Borrowing Date, the Agents and their Affiliates that are the Lenders on the Closing Date shall have received (a) and the Administrative Agent, the Joint Lead Arrangers and the Required Lenders shall be reasonably satisfied with (i) the audited consolidated balance sheet financial statements of the HTA Targets and their respective Subsidiaries for each of the three most recent years ending at least 90 days prior to the Closing Date and the related audited consolidated statements of income, retained earnings, stockholders’ equity and changes in financial position of the HTA Targets and their respective Subsidiaries and (ii) the audited consolidated balance sheet of Lead Borrower and its Subsidiaries (prior to giving effect to and NAMPAC and its Subsidiaries for the Acquisition) for each three fiscal years of the three most recent years ending at least 90 days Borrower ended prior to the Closing Date Initial Borrowing Date, in the case of the Borrower, and for the related audited two fiscal years of NAMPAC ended immediately prior to the Initial Borrowing Date, as well as for the ten fiscal months of NAMPAC ended December 31, 2001, in the case of NAMPAC, (ii) unaudited consolidated financial statements of income, retained earnings, stockholders’ equity and changes in financial position of Lead the Borrower and its Subsidiaries (prior to giving effect to the Acquisition) (collectively, the “Audited Financial Statements”), (b) (i) the unaudited consolidated balance sheet of the HTA Targets and their respective NAMPAC and its Subsidiaries for each fiscal quarter ending of the Borrower and NAMPAC, as the case may be, ended after the date close of the its most recent balance sheet delivered pursuant to clause (a)(i) fiscal year and at least 45 days prior to the Closing Date Initial Borrowing Date, (or, in the case of any fiscal quarter that is the fourth fiscal quarter of the fiscal year of the HTA Target iii) pro forma income statement and their respective Subsidiaries, at least 90 days prior to the Closing Date) and (ii) the unaudited consolidated balance sheet of Holdings and its Subsidiaries (including NAMPAC and its Subsidiaries), which pro forma statements shall demonstrate, to the Administrative Agent’s, each Joint Lead Arranger’s and the Required Lenders’ reasonable satisfaction, that the financial covenants described herein shall be satisfied on the Initial Borrowing Date (on a pro forma basis after giving effect to the Transaction), (iv) interim financial statements of each of the Borrower and its Subsidiaries (prior to giving effect to the Acquisition) and NAMPAC and its Subsidiaries for each fiscal quarter ending month ended after the date of the most recent balance sheet delivered pursuant to clause (a)(ii) last available quarterly financial statements for such party and at least 45 20 days prior to the Closing Initial Borrowing Date and (or, in the case of any fiscal quarter that is the fourth fiscal quarter v) detailed projected consolidated financial statements of the fiscal year of Lead Borrower and its Subsidiaries for the six fiscal years ended after the Initial Borrowing Date, which projections (prior to the “Projections”) shall (x) reflect the forecasted consolidated financial condition of the Borrower and its Subsidiaries after giving effect to the Acquisition), at least 90 days prior to the Closing Date) (the date of the last such applicable fiscal year or fiscal quarter, as applicable, the “Financial Statements Date”) Transaction and the related unaudited financing thereof, and (y) be prepared and approved by the Borrower. The consolidated statements adjusted EBITDA of income, retained earnings, stockholders’ equity and changes in financial position of Lead Borrower NAMPAC and its Subsidiaries (prior to subsidiaries, on a pro forma basis after giving effect to the AcquisitionTransaction, shall not be less than $22.8 million (giving effect to such pro forma adjustments reflected in the determination of adjusted EBITDA for purposes of presentations to S&P and/or Xxxxx’x delivered to the Joint Lead Arrangers prior to May 31, 2004) for the portion twelve month period ended at the end of the fiscal year then ended (the “Unaudited Financial Statements”), (c) a pro forma consolidated balance sheet last month for the Borrower prepared as of the Financial Statements Date and a pro forma statement of comprehensive income for the four quarter period ending on the Financial Statements Date, prepared so as which financial statements are required to give effect be delivered pursuant to the Transaction as if the Transaction had occurred on such date preceding clause (in the case of such balance sheetiv) or as if the Transaction had occurred at the beginning of such period (in the case of such statement of operations), which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, or include adjustments for purchase accounting, and (d) forecasts of the financial performance of Holdings and its restricted subsidiaries on a quarterly basis for the 2018 fiscal year and an annual basis thereafter through the fiscal year ending in 2024. The financial statements referred to in clauses (a) and (b) shall be prepared in accordance with U.S. GAAP subject in the case of the Unaudited Financial Statements to changes resulting from audit and normal year-end audit adjustments and prior to the absence of certain footnotesInitial Borrowing Date.