The Administrative Agent shall have received (i) an audited consolidated balance sheet and audited consolidated statements of income, stockholders’ equity and cash flows of the Target as of and for the Fiscal Years ended on or about December 31, 2014 and December 31, 2015, (ii) unaudited consolidated balance sheets and related statements of income and cash flows of the Target for the Fiscal Quarter ended on or about September 30, 2016 and (iii) a pro forma consolidated balance sheet and related pro forma statement of income of the Borrower as of the last day of and for the four Fiscal Quarters ended on or about September 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 each such pro forma financial statement shall be prepared in good faith by the Borrower.