(a) The audited consolidated balance sheets, related statements of operations and comprehensive loss and related statements of cash flows of AP Gaming Holdco, Inc. and its subsidiaries, for each of the fiscal years ended December 31, 2014, December 31, 2015 and December 31, 2016 and (b) the unaudited consolidated balance sheets, related statements of operations and comprehensive loss and related statements of cash flows of AP Gaming Holdco, Inc. and its subsidiaries, for the fiscal quarter ended March 31, 2017, including, in each case, the notes thereto, if applicable, present fairly in all material respects the consolidated financial condition of AP Gaming Holdco, Inc. and its subsidiaries as of the dates and for the periods referred to therein and the results of operations and, if applicable, cash flows for the periods then ended, and, except as set forth on Schedule 3.05 , were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby,   in the case of interim period financial statements, for the absence of notes and for normal year-end adjustments and except as otherwise noted therein.  The calculation of pro forma EBITDA of the Borrower and its Subsidiaries for the twelve-month period ended March 31, 2017 that has been included in the Information Memorandum (the “ Pro Forma EBITDA ”) has been prepared giving effect to the Transactions (as if such events occurred on the first day of such period).  The calculation of Pro Forma EBITDA has been prepared in good faith based on assumptions believed by the Borrower to have been reasonable as of the date of delivery thereof (it being understood that such assumptions are based on good faith estimates of certain items and that the actual amount of such items on the Closing Date is subject to change).