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) (x) audited consolidated balance sheets of the Target and its consolidated subsidiaries as at the end of, and related consolidated statements of operations, comprehensive loss, cash flows and stockholders’ equity of the Target and its consolidated subsidiaries for, the three most recently completed fiscal years ended at least 110 days prior to the Closing Date and (y) an unaudited consolidated balance sheet of the Target and its consolidated subsidiaries as at the end of, and related consolidated statements of operations, comprehensive loss, cash flows and stockholders’ equity of the Target and its consolidated subsidiaries for, each subsequent fiscal quarter (other than the fourth fiscal quarter of any fiscal year) of the Target and its consolidated subsidiaries subsequent to the last fiscal year for which financial statements were delivered pursuant to the preceding clause (x) and ended at least 46 days before the Closing Date (in the case of this clause (y), without footnotes) and (ii) a unaudited pro forma consolidated balance sheet and related unaudited pro forma consolidated statement of income or operations of the Target as of, and for the twelve-month period ending on, the last day of the most recently completed four-fiscal quarter period ended at least 46 days (or 110 days, in case such four-fiscal quarter period is the end of the Target’s fiscal year) prior to the Closing Date, 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 such statement of income or operations), which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, (formerly SFAS 141R)) (it being understood that any purchase accounting adjustments may be preliminary in nature and be based only on estimates and allocations determined by the Borrower). The Administrative Agent hereby acknowledges receipt of the financial statements referred to (i) in clause (i)(x) above in respect of the fiscal years ended July 29, 2014, June 28, 2015 and July 3, 2016, (ii) in clause (i)(y) above in respect of the fiscal quarters ended October 2, 2016, January 1, 2017 and April 2, 2017 and (iii) in clause (ii) above in respect of the pro forma financial statements. 133

Financial Statements and Pro Forma Financial Statements. The Administrative Agent Initial Lenders shall have received, received (i) to the extent the Borrower has received the same under the Acquisition Agreement (xa) audited consolidated balance sheets of the Target and its consolidated subsidiaries as at the end of, and related consolidated statements of operations, comprehensive loss, changes in shareholders’ equity and cash flows and stockholders’ equity of the Target and its consolidated subsidiaries for, the three two most recently completed fiscal years ended at least 110 120 days prior to the Closing Date and (yb) an unaudited consolidated balance sheet of the Target and its consolidated subsidiaries as at the end of, and related consolidated statements of operations, comprehensive loss, income statement and cash flows and stockholders’ equity flow statement of the Target and its consolidated subsidiaries for, each subsequent fiscal quarter (other than the fourth fiscal quarter of any fiscal year) of the Target and its consolidated subsidiaries subsequent to the last fiscal year for which financial statements were delivered pursuant to the preceding clause (xa) and ended at least 46 60 days before the Closing Date (in the case of this clause (yb), without footnotes) and (ii) a an unaudited pro forma consolidated balance sheet and related unaudited pro forma consolidated statement of income or operations of the Target U.S. Borrower as of, and for the twelve-month period ending on, the last day of the most recently completed four-fiscal quarter period ended at least 46 60 days (or 110 120 days, in case such four-fiscal quarter period is the end of the Target’s fiscal year) prior to the Closing Date, 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 such statement of income or operations), which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amendedAct, or include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, 805 (formerly SFAS 141R)) (it being understood that any purchase accounting adjustments may be preliminary in nature and be based only on estimates and allocations determined by the Borrower). The Administrative Agent hereby acknowledges Initial Lenders acknowledge receipt of the financial statements referred to (i) in clause (i)(xi)(a) above hereof in respect of the fiscal years ended July 29December 31, 20142018, June 28December 31, 2015 2017 and July 3December 31, 2016, (ii) 2016 and the financial statements referred to in clause (i)(yi)(b) above in respect of the fiscal quarters ended October 2March 31, 20162018, January 1June 30, 2017 2018, September 30, 2018 and April 2March 31, 2017 and (iii) in clause (ii) above in respect of the pro forma financial statements2019. 133142

Financial Statements and Pro Forma Financial Statements. The Administrative Agent Initial Lenders shall have received, received (i) to the extent the Borrower has received the same under the Acquisition Agreement (xa) audited consolidated balance sheets of the Target and its consolidated subsidiaries as at the end of, and related consolidated statements of operations, comprehensive loss, changes in shareholders’ equity and cash flows and stockholders’ equity of the Target and its consolidated subsidiaries for, the three two most recently completed fiscal years ended at least 110 120 days prior to the Closing Date and (yb) an unaudited consolidated balance sheet of the Target and its consolidated subsidiaries as at the end of, and related consolidated statements of operations, comprehensive loss, income statement and cash flows and stockholders’ equity flow statement of the Target and its consolidated subsidiaries for, each subsequent fiscal quarter (other than the fourth fiscal quarter of any fiscal year) of the Target and its consolidated subsidiaries subsequent to the last fiscal year for which financial statements were delivered pursuant to the preceding clause (xa) and ended at least 46 60 days before the Closing Date (in the case of this clause (yb), without footnotes) and (ii) a an unaudited pro forma consolidated balance sheet and related unaudited pro forma consolidated statement of income or operations of the Target U.S. Borrower as of, and for the twelve-month period ending on, the last day of the most recently completed four-fiscal quarter period ended at least 46 60 days (or 110 120 days, in case such four-fiscal quarter period is the end of the Target’s fiscal year) prior to the Closing Date, 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 such statement of income or operations), which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amendedAct, or include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, 805 (formerly SFAS 141R)) (it being understood that any purchase accounting adjustments may be preliminary in nature and be based only on estimates and allocations determined by the Borrower). The Administrative Agent hereby acknowledges Initial Lenders acknowledge receipt of the financial statements referred to (i) in clause (i)(xi)(a) above hereof in respect of the fiscal years ended July 29December 31, 20142018, June 28December 31, 2015 2017 and July 3December 31, 2016, (ii) 2016 and the financial statements referred to in clause (i)(yi)(b) above in respect of the fiscal quarters ended October 2March 31, 20162018, January 1June 30, 2017 2018, September 30, 2018 and April 2March 31, 2017 and (iii) in clause (ii) above in respect of the pro forma financial statements2019. 133134

Financial Statements and Pro Forma Financial Statements. The Administrative Agent shall have received, (i) (x) audited consolidated balance sheets of the Target and its consolidated subsidiaries as at the end of, and related consolidated statements of operations, comprehensive loss, cash flows and stockholders’ equity of the Target and its consolidated subsidiaries for, the three most recently completed fiscal years ended at least 110 days prior to the Closing Date and (y) an unaudited consolidated balance sheet of the Target and its consolidated subsidiaries as at the end of, and related consolidated statements of operations, comprehensive loss, cash flows and stockholders’ equity of the Target and its consolidated subsidiaries for, each subsequent fiscal quarter (other than the fourth fiscal quarter of any fiscal year) of the Target and its consolidated subsidiaries subsequent to the last fiscal year for which financial statements were delivered pursuant to the preceding clause (x) and ended at least 46 days before the Closing Date (in the case of this clause (y), without footnotes) and (ii) a unaudited pro forma 139 consolidated balance sheet and related unaudited pro forma consolidated statement of income or operations of the Target as of, and for the twelve-month period ending on, the last day of the most recently completed four-fiscal quarter period ended at least 46 days (or 110 days, in case such four-fiscal quarter period is the end of the Target’s fiscal year) prior to the Closing Date, 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 such statement of income or operations), which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, (formerly SFAS 141R)) (it being understood that any purchase accounting adjustments may be preliminary in nature and be based only on estimates and allocations determined by the Parent Borrower). The Administrative Agent hereby acknowledges receipt of the financial statements referred to (i) in clause (i)(x) above in respect of the fiscal years ended July 29, 2014, June 28, 2015 and July 3, 2016, (ii) in clause (i)(y) above in respect of the fiscal quarters ended October 2, 2016, January 1, 2017 and April 2, 2017 and (iii) in clause (ii) above in respect of the pro forma financial statements. 133.

Financial Statements and Pro Forma Financial Statements. The Administrative Agent Initial Lenders shall have received, received (i) to the extent the Borrower has received the same under the Acquisition Agreement (xa) audited consolidated balance sheets of the Target and its consolidated subsidiaries as at the end of, and related consolidated statements of operations, comprehensive loss, changes in shareholders’ equity and cash flows and stockholders’ equity of the Target and its consolidated subsidiaries for, the three two most recently completed fiscal years ended at least 110 120 days prior to the Closing Date and (yb) an unaudited consolidated balance sheet of the Target and its consolidated subsidiaries as at the end of, and related consolidated statements of operations, comprehensive loss, income statement and cash flows and stockholders’ equity flow statement of the Target and its consolidated subsidiaries for, each subsequent fiscal quarter (other than the fourth fiscal quarter of any fiscal year) of the Target and its consolidated subsidiaries subsequent to the last fiscal year for which financial statements were delivered pursuant to the preceding clause (xa) and ended at least 46 60 days before the Closing Date (in the case of this clause (yb), without footnotes) and (ii) a an unaudited pro forma consolidated balance sheet and related unaudited pro forma consolidated statement of income or operations of the Target U.S. Borrower as of, and for the twelve-month period ending on, the last day of the most recently completed four-fiscal quarter period ended at least 46 60 days (or 110 120 days, in case such four-fiscal quarter period is the end of the Target’s fiscal year) prior to the Closing Date, 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 such statement of income or operations), which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amendedAct, or include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, 805 (formerly SFAS 141R)) (it being understood that any purchase accounting adjustments may be preliminary in nature and be based only on estimates and allocations determined by the Borrower). The Administrative Agent hereby acknowledges Initial Lenders acknowledge receipt of the financial statements referred to (i) in clause (i)(xi)(a) above hereof in respect of the fiscal years ended July 29December 31, 20142018, June 28December 31, 2015 2017 and July 3December 31, 2016, (ii) 2016 and the financial statements referred to in clause (i)(yi)(b) above in respect of the fiscal quarters ended October 2March 31, 20162018, January 1June 30, 2017 2018, September 30, 2018 and April 2March 31, 2017 and (iii) in clause (ii) above in respect of the pro forma financial statements. 1332019.

Financial Statements and Pro Forma Financial Statements. The Administrative Agent shall have received, (i) (x) audited consolidated balance sheets of the Target and its consolidated subsidiaries as at the end of, and related consolidated statements of operations, comprehensive loss, cash flows and stockholders’ equity of the Target and its consolidated subsidiaries for, the three most recently completed fiscal years ended at least 110 days prior to the Closing Date and (y) an unaudited consolidated balance sheet of the Target and its consolidated subsidiaries as at the end of, and related consolidated statements of operations, comprehensive loss, cash flows and stockholders’ equity of the Target and its consolidated subsidiaries for, each subsequent fiscal quarter (other than the fourth fiscal quarter of any fiscal year) of the Target and its consolidated subsidiaries subsequent to the last fiscal year for which financial statements were delivered pursuant to the preceding clause (x) and ended at least 46 days before the Closing Date (in the case of this clause (y), without footnotes) and (ii) a unaudited pro forma consolidated balance sheet and related unaudited pro forma consolidated statement of income or operations of the Target as of, and for the twelve-month period ending on, the last day of the most recently completed four-fiscal quarter period ended at least 46 days (or 110 days, in case such four-fiscal quarter period is the end of the Target’s fiscal year) prior to the Closing Date, 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 such statement of income or operations), which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, (formerly SFAS 141R)) (it being understood that any purchase accounting adjustments may be preliminary in nature and be based only on estimates and allocations determined by the Parent Borrower). The Administrative Agent hereby acknowledges receipt of the financial statements referred to (i) in clause (i)(x‎(i)(x) above in respect of the fiscal years ended July 29, 2014, June 28, 2015 and July 3, 2016, (ii) in clause (i)(y‎(i)(y) above in respect of the fiscal quarters ended October 2, 2016, January 1, 2017 and April 2, 2017 and (iii) in clause (ii‎(ii) above in respect of the pro forma financial statements. 133.