The Administrative Agent shall have received (i) an audited consolidated balance sheet and audited consolidated statements of income, stockholders’ equity and cash flows of Cotiviti Holdings as of and for the Fiscal Year ended December 31, 2015, (ii) an unaudited consolidated balance sheet and the related unaudited consolidated statements of income and cash flows of Cotiviti Holdings as of and for the Fiscal Quarter ended June 30, 2016 and (iii) a pro forma consolidated balance sheet and related pro forma statement of income of Cotiviti Holdings as of the last day of and for the Fiscal Quarter ended June 30, 2016, prepared 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 beginning of such period (in the case of the statement of income); provided , that (i) each such pro forma financial statement shall be prepared in good faith by the Top Borrower and (ii) 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)).