Common use of Financial Statements; No Material Adverse Effect Clause in Contracts

Financial Statements; No Material Adverse Effect. (a) (i) The Annual Financial Statements of Holdings and its Subsidiaries (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the financial condition of Holdings and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (C) show all material indebtedness and other liabilities, direct or contingent, of Holdings and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness to the extent required by GAAP and (ii) the Quarterly Financial Statements of Holdings and its Subsidiaries (A) were each prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (B) fairly present the financial condition of Holdings and its Subsidiaries, as of the date thereof and their results of operations for the period covered thereby, subject, in the case of this clause (ii), to the absence of footnotes and to normal year-end audit adjustments.

Financial Statements; No Material Adverse Effect. (a) (i) The Annual Initial Financial Statements of Holdings and its Subsidiaries (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and except for footnotes with respect to unaudited financial statements included therein; . The Initial Financial Statements (Bi) fairly present the financial condition of Holdings the entities therein named and its their respective Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and except for footnotes with respect to unaudited financial statements included therein; and (Cii) show all material indebtedness and other liabilities, direct or contingent, of Holdings the entities therein named and its their Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness to the extent required by GAAP and (ii) the Quarterly Financial Statements of Holdings and its Subsidiaries (A) were each prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (B) fairly present the financial condition of Holdings and its Subsidiaries, as of the date thereof and their results of operations for the period covered thereby, subject, in the case of this clause (ii), to the absence of footnotes and to normal year-end audit adjustments.

Financial Statements; No Material Adverse Effect. (a) (i) The Annual Audited Financial Statements of Holdings and its Subsidiaries (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (B) fairly present in all material respects the financial condition of Holdings Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (C) show show, in accordance with GAAP, all material indebtedness and other liabilities, direct or contingent, of Holdings Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness to the extent required by GAAP and (ii) the Quarterly Unaudited Financial Statements of Holdings and its Subsidiaries (A) were each have been prepared in accordance with GAAP consistently applied throughout by the period covered therebyParent, except as otherwise expressly noted therein, and (B) fairly present the financial condition of Holdings and its Subsidiaries, as of the date thereof and their results of operations for the period covered thereby, subject, in the case of this clause (ii), to the absence of footnotes and subject to normal year-end audit adjustmentsadjustments (none of which individually or in the aggregate would be material) and the absence of footnotes.

Financial Statements; No Material Adverse Effect. The Audited Financial Statements (a) (i) The Annual Financial Statements of Holdings and its Subsidiaries (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (Bb) fairly present the financial condition of Holdings (x) prior to the Closing Date, Airspan and its Subsidiaries Subsidiaries, or as the context may require, of the Issuer and its Subsidiaries, and (y) with respect to any Audited Financial Statements for any period after the Closing Date, the Issuer and its Subsidiaries, as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (Cc) show all material indebtedness Indebtedness and other liabilitiesliabilities (including, without limitation, Indebtedness, liabilities for taxes, long-term leases, Indebtedness and other unusual forward or long-term commitments), direct or contingent, of Holdings such Person and its Subsidiaries as of the date thereof. Since the date of the Audited Financial Statements, including liabilities for taxesthere has been no event or circumstance, material commitments and Indebtedness either individually or in the aggregate, that has had or could reasonably be expected to the extent required by GAAP and (ii) the Quarterly Financial Statements of Holdings and its Subsidiaries (A) were each prepared in accordance with GAAP consistently applied throughout the period covered therebyhave a Material Adverse Effect, except as otherwise expressly noted therein, and (B) fairly present the financial condition of Holdings and its Subsidiaries, as of the date thereof and their results of operations for the period covered thereby, subject, disclosed in the case of this clause (iiany SEC Reports or on Schedule 3.1(q), to the absence of footnotes and to normal year-end audit adjustments.

Financial Statements; No Material Adverse Effect. (a) (i) The Annual Audited Financial Statements and the related consolidating balance sheets and financial statements of Holdings the Borrower and its Subsidiaries (Ai) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (Bii) fairly present the financial condition of Holdings the Borrower and its Subsidiaries (or, with respect to the consolidating financial statements, of the Borrower or the applicable Subsidiary) as of the date thereof and its or their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (Ciii) show all material indebtedness and other liabilities, direct or contingent, of Holdings the Borrower and its Subsidiaries (or, with respect to the consolidating financial statements, of the Borrower or the applicable Subsidiary) as of the date thereof, including liabilities for taxes, material commitments and Indebtedness to the extent required by GAAP and (ii) the Quarterly Financial Statements of Holdings and its Subsidiaries (A) were each prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (B) fairly present the financial condition of Holdings and its Subsidiaries, as of the date thereof and their results of operations for the period covered thereby, subject, in the case of this clause (ii), to the absence of footnotes and to normal year-end audit adjustmentsIndebtedness.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements with respect to the Borrower, and, to the Borrower’s knowledge, the Audited Financial Statements with respect to the Acquired Business (i) The Annual Financial Statements of Holdings and its Subsidiaries (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (Bii) fairly present in all material respects the financial condition of Holdings the Borrower and its Subsidiaries or the Acquired Business and its Subsidiaries, as the case may be, as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein; and (Ciii) show all material indebtedness Indebtedness and other material liabilities, direct or contingent, of Holdings the Borrower and its Subsidiaries or the Acquired Business and its Subsidiaries, as the case may be, as of the date thereof, including liabilities for taxes, material commitments and Indebtedness to the extent required by GAAP and (ii) the Quarterly Financial Statements of Holdings and its Subsidiaries (A) were each prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (B) fairly present the financial condition of Holdings and its Subsidiaries, as of the date thereof and their results of operations for the period covered thereby, subject, in the case of this clause (ii), to the absence of footnotes and to normal year-end audit adjustmentsIndebtedness.

Financial Statements; No Material Adverse Effect. (a) (i) The Annual Financial Statements annual financial statements of Holdings the Borrower and its Subsidiaries dated as of December 31, 2019 previously delivered to the Lenders and any annual financial statements of the Borrower and its Subsidiaries delivered pursuant to Section 6.01(a): (A) were (or will be when delivered) prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present present, in all material respects, the financial condition of Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (C) show all material indebtedness and other liabilities, direct or contingent, of Holdings the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness to the extent required by GAAP and (ii) the Quarterly Financial Statements of Holdings and its Subsidiaries (AD) were each prepared (or will be when delivered) accompanied by a reconciliation that explains or otherwise shows in accordance with GAAP consistently applied throughout reasonable detail the period covered thereby, except as otherwise expressly noted therein, and (B) fairly present differences between the financial condition of Holdings information relating to the Borrower and its Subsidiaries, as of on the date thereof one hand, and their results of operations for the period covered thereby, subject, in the case of this clause (ii), information relating to the absence of footnotes Borrower and to normal year-end audit adjustmentsits Restricted Subsidiaries on a standalone basis, on the other hand.

Financial Statements; No Material Adverse Effect. (a) (i) The Annual Audited Financial Statements and the unaudited consolidated financial statements of Holdings the Company and its Subsidiaries for the fiscal quarter ending September 30, 2011 (Ai) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments; (Bii) fairly present in all material respects the financial condition of Holdings the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted thereintherein (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (Ciii) show all material indebtedness and other liabilities, direct or contingent, of Holdings the Company and its consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness to the extent required by GAAP and (ii) the Quarterly Financial Statements of Holdings and its Subsidiaries (A) were each prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (B) fairly present the financial condition of Holdings and its Subsidiaries, as of the date thereof and their results of operations for the period covered thereby, subject, in the case of this clause (ii), to the absence of footnotes and to normal year-end audit adjustmentsIndebtedness.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements with respect to the Borrower, and, to the Borrower’s knowledge, the Audited Financial Statements with respect to the Acquired Business (i) The Annual Financial Statements of Holdings and its Subsidiaries (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (Bii) fairly present in all material respects the consolidated financial condition of Holdings the Borrower and its Subsidiaries or the Acquired Business and its Subsidiaries, as the case may be, as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein; and (Ciii) show all material indebtedness Indebtedness and other material liabilities, direct or contingent, of Holdings the Borrower and its Subsidiaries or the Acquired Business and its Subsidiaries, as the case may be, as of the date thereof, including liabilities for taxesTaxes, material commitments and Indebtedness Indebtedness, in each case to the extent required by GAAP and (ii) the Quarterly Financial Statements of Holdings and its Subsidiaries (A) were each prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (B) fairly present the financial condition of Holdings and its Subsidiaries, as of the date thereof and their results of operations for the period covered thereby, subject, in the case of this clause (ii), to the absence of footnotes and to normal year-end audit adjustmentsGAAP.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered to the Lenders pursuant to Sections 6.01(a) and (ib) The Annual Financial Statements for periods commencing with the period beginning January 1, 2010 have been, in the case of Holdings financial statements delivered prior to the Closing Date, and its Subsidiaries (A) were will be, with respect to hereafter delivered financial statements, prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; . Such financial statements will: (Bi) fairly present in all material respects the financial condition of Holdings Parent and its consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (C) show in all material indebtedness and other liabilities, direct or contingent, of Holdings and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness to the extent required by GAAP and (ii) the Quarterly Financial Statements of Holdings and its Subsidiaries (A) were each prepared in accordance respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, subject in the case of quarterly financial statements delivered pursuant to Section 6.01(b) to year-end audit adjustments and the absence of footnotes; and (Bii) fairly present the financial condition show all material indebtedness and other liabilities of Holdings Parent and its Subsidiaries, consolidated Subsidiaries as of the date thereof and their results of operations for required to be reflected therein in accordance with GAAP consistently applied throughout the period covered thereby, subject, in the case of this clause (ii), to the absence of footnotes and to normal year-end audit adjustments.

Financial Statements; No Material Adverse Effect. (a) (i) The Annual Financial Statements To the extent that the most recent unaudited consolidated balance sheet of Holdings the Borrower and its Subsidiaries delivered pursuant to Section 6.01(b), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter were provided to the Administrative Agent after the delivery of the most recently delivered annual financial statements referenced in clause (ii) of this Section 5.05(a), then the Borrower represents and warrants that such statements (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (B) fairly present the financial condition of Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (A) and (B), to the absence of footnotes and to normal year-end audit adjustments and (ii) the most recently delivered audited financial statements of the Borrower and its Subsidiaries delivered pursuant to either Section 4.01(a)(ix) or Section 6.01(a), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the applicable fiscal year of the Borrower and its Subsidiaries, including the notes thereto (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (B) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (C) show all material indebtedness and other liabilities, direct or contingent, of Holdings and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness to the extent required by GAAP and (ii) the Quarterly Financial Statements of Holdings and its Subsidiaries (A) were each prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (B) fairly present the financial condition of Holdings and its Subsidiaries, as of the date thereof and their results of operations for the period covered thereby, subject, in the case of this clause (ii), to the absence of footnotes and to normal year-end audit adjustments.

Financial Statements; No Material Adverse Effect. (a) (i) The Annual Financial Statements of Holdings the Borrower and its Subsidiaries (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the financial condition of Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (C) show all material indebtedness and other liabilities, direct or contingent, of Holdings the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness to the extent required by GAAP and (ii) the Quarterly Financial Statements of Holdings the Borrower and its Subsidiaries (A) were each prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (B) fairly present the financial condition of Holdings the Borrower and its Subsidiaries, as of the date thereof and their results of operations for the period covered thereby, subject, in the case of this clause clauses (iiA) and (B), to the absence of footnotes and to normal year-end audit adjustments.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The Annual Financial Statements of Holdings and its Subsidiaries (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (Bii) fairly present present, in all material respects, the consolidated financial condition of Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and . (Cb) show all material indebtedness and other liabilities, direct or contingent, The unaudited consolidated balance sheet of Holdings the Borrower and its Subsidiaries as for the fiscal quarter of the Borrower ending September 30, 2020, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date thereof, including liabilities for taxes, material commitments and Indebtedness to the extent required by GAAP and (ii) the Quarterly Financial Statements of Holdings and its Subsidiaries (Ai) were each prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (Bii) fairly present present, in all material respects, the consolidated financial condition of Holdings the Borrower and its Subsidiaries, Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of this clause clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.. (c) Since December 31, 2019, there has been no event or circumstance, either individually or in the aggregate, that has had or would have a Material Adverse Effect. 5.06

Financial Statements; No Material Adverse Effect. (a) The consolidated financial statements of the Domestic Borrower and its Subsidiaries most recently delivered to the Administrative Agent (i) The Annual Financial Statements of Holdings and its Subsidiaries (A) were prepared in all material respects in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and, in the case of unaudited financial statements, subject to the absence of footnotes and to normal year-end audit adjustments; (Bii) fairly present in all material respects the financial condition of Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and, in the case of unaudited financial statements, subject to the absence of footnotes and to normal year-end audit adjustments; and (Ciii) show all material indebtedness and other liabilities, direct or contingent, of Holdings the Domestic Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness Indebtedness, in each case, to the extent required by GAAP and (ii) the Quarterly Financial Statements of Holdings and its Subsidiaries (A) were each prepared to be shown thereon in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (B) fairly present the financial condition of Holdings and its Subsidiaries, as of the date thereof and their results of operations for the period covered thereby, subject, in the case of this clause (ii), to the absence of footnotes and to normal year-end audit adjustmentsGAAP.

Financial Statements; No Material Adverse Effect. (a) (i) The Annual Audited Financial Statements and the unaudited consolidated financial statements of Holdings the Company and its Subsidiaries for the fiscal quarter ending September 30, 2010 (Ai) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments; (Bii) fairly present in all material respects the financial condition of Holdings the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted thereintherein (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (Ciii) show all material indebtedness and other liabilities, direct or contingent, of Holdings the Company and its consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness to the extent required by GAAP and (ii) the Quarterly Financial Statements of Holdings and its Subsidiaries (A) were each prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (B) fairly present the financial condition of Holdings and its Subsidiaries, as of the date thereof and their results of operations for the period covered thereby, subject, in the case of this clause (ii), to the absence of footnotes and to normal year-end audit adjustmentsIndebtedness.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered to the Lenders pursuant to Sections 6.01(a) and (ib) The Annual Financial Statements for periods commencing with the period beginning January 1, 2012 have been, in the case of Holdings financial statements delivered prior to the Closing Date, and its Subsidiaries (A) were will be, with respect to hereafter delivered financial statements, prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; . Such financial statements will: (Bi) fairly present in all material respects the financial condition of Holdings Parent and its consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (C) show in all material indebtedness and other liabilitiesrespects PostRock Energy Services Corp. PostRock MidContinent Production, direct or contingent, of Holdings and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness to the extent required by GAAP and (ii) the Quarterly Financial Statements of Holdings and its Subsidiaries (A) were each prepared in accordance LLC Credit Agreement with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, subject in the case of quarterly financial statements delivered pursuant to Section 6.01(b) to year-end audit adjustments and the absence of footnotes; and (Bii) fairly present the financial condition show all material indebtedness and other liabilities of Holdings Parent and its Subsidiaries, consolidated Subsidiaries as of the date thereof and their results of operations for required to be reflected therein in accordance with GAAP consistently applied throughout the period covered thereby, subject, in the case of this clause (ii), to the absence of footnotes and to normal year-end audit adjustments.

Financial Statements; No Material Adverse Effect. (a) Since the Initial Closing Date, each of the annual financial statements delivered pursuant to Section 6.01(a), (i) The Annual Financial Statements of Holdings and its Subsidiaries (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , (Bii) fairly present in all material respects the financial condition of Holdings Holdings, the Borrowers and its the Restricted Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (Ciii) show all material indebtedness and other liabilities, direct or contingent, of Holdings Holdings, the Borrowers and its the Restricted Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness Indebtedness, to the extent required by GAAP to be shown therein; provided, however, for avoidance of doubt Holdings, the Borrowers and (ii) the Quarterly Financial Statements of Holdings and its Restricted Subsidiaries (A) were each prepared make no representation or warranty with respect to any historical financial statements in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (B) fairly present the financial condition of Holdings and its Subsidiaries, as respect of the date thereof and their results of operations for ML Transactions, the period covered therebyCRIF Transactions, subject, in the case of this clause (ii), to the absence of footnotes and to normal year-end audit adjustmentsany Permitted Acquisition or IP Acquisition.

Financial Statements; No Material Adverse Effect. (a) (i) The Annual Financial Statements of Holdings and its Subsidiaries (A) audited financial statements delivered to the Lenders were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; . Such financial statements: (Bi) fairly present the financial condition of Holdings the Borrower and its Subsidiaries (and to the knowledge of the Borrower in the case of financial statements of target company delivered to pursuant to Section 4.04(b), the entities covered thereby) on a consolidated basis as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (C) show all material indebtedness and other liabilities, direct or contingent, of Holdings and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness to the extent required by GAAP and (ii) the Quarterly Financial Statements of Holdings and its Subsidiaries (A) were each prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (B) fairly present the financial condition of Holdings the Borrower and its SubsidiariesSubsidiaries (and to the knowledge of the Borrower in the case of financial statements of target company delivered to pursuant to Section 4.04(b), the entities covered thereby) on a consolidated basis as of the date thereof and their results of operations for the period covered thereby, subject, in the case of this clause clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth as of the Second Amended and Restated Closing Date all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries on a consolidated basis as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements furnished to each of the Second Lien Administrative Agent and each Second Lien Lender (i) The Annual Financial Statements of Holdings and its Subsidiaries (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , (Bii) fairly present in all material respects the financial condition of Holdings and its Subsidiaries, Southwest and its Subsidiaries and Southwest II and its Subsidiaries, as applicable, as of the date thereof thereof, and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (Ciii) show all material indebtedness and other material liabilities, direct or contingent, of Holdings and its Subsidiaries, Southwest and its Subsidiaries and Southwest II and its Subsidiaries, as applicable, as of the date thereof, including liabilities for taxes, material commitments and Indebtedness to the extent required by GAAP and (ii) the Quarterly Financial Statements of Holdings and its Subsidiaries (A) were each prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (B) fairly present the financial condition of Holdings and its Subsidiaries, as of the date thereof and their results of operations for the period covered thereby, subject, in the case of this clause (ii), to the absence of footnotes and to normal year-end audit adjustmentsGAAP.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements furnished to each of the Senior Subordinated Administrative Agent and each Senior Subordinated Lender (i) The Annual Financial Statements of Holdings and its Subsidiaries (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , (Bii) fairly present in all material respects the financial condition of Holdings and its Subsidiaries, Southwest and its Subsidiaries and Southwest II and its Subsidiaries, as applicable, as of the date thereof thereof, and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (Ciii) show all material indebtedness and other material liabilities, direct or contingent, of Holdings and its Subsidiaries, Southwest and its Subsidiaries and Southwest II and its Subsidiaries, as applicable, as of the date thereof, including liabilities for taxes, material commitments and Indebtedness to the extent required by GAAP and (ii) the Quarterly Financial Statements of Holdings and its Subsidiaries (A) were each prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (B) fairly present the financial condition of Holdings and its Subsidiaries, as of the date thereof and their results of operations for the period covered thereby, subject, in the case of this clause (ii), to the absence of footnotes and to normal year-end audit adjustmentsGAAP.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The Annual Financial Statements of Holdings and its Subsidiaries (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (Bii) fairly present the financial condition of Holdings the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (Ciii) show all material indebtedness and other material liabilities, direct or contingent, of Holdings the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness to Indebtedness. (b) The unaudited consolidated financial statements of the extent required by GAAP and (ii) the Quarterly Financial Statements of Holdings Company and its Subsidiaries dated January 31, 2019, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (Ai) were each prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (Bii) fairly present the financial condition of Holdings the Company and its Subsidiaries, Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of this clause clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. 6.06

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 7.01(a) and 7.01(b) (i) The Annual Financial Statements of Holdings and its Subsidiaries (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (Bii) fairly present present, in all material respects, the financial condition of Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted thereintherein (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (Ciii) show all material indebtedness and other liabilities, direct or contingent, of Holdings the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness Indebtedness, in each case, to the extent required by GAAP to be reflected thereon pursuant to GAAP; and (iiiv) the Quarterly Financial Statements of Holdings and its Subsidiaries (A) were each prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (Bfinancial statements delivered pursuant to Section 7.01(c) fairly present present, in all material respects, the financial condition of Holdings and its Subsidiaries, such Foreign Subsidiary as of the date thereof and their its results of operations for the period covered thereby, subject, in the case of this clause (ii), to the absence of footnotes and to normal year-end audit adjustments.

Financial Statements; No Material Adverse Effect. (a) Since the Initial Closing Date, each of the annual financial statements delivered pursuant to Section 6.01(a), (i) The Annual Financial Statements of Holdings and its Subsidiaries (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , (Bii) fairly present in all material respects the financial condition of Holdings Holdings, the Borrowers and its the Restricted Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (Ciii) show all material indebtedness and other liabilities, direct or contingent, of Holdings Holdings, the Borrowers and its the Restricted Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness Indebtedness, to the extent required by GAAP to be shown therein; provided, however, for avoidance of doubt Holdings, the Borrowers and (ii) the Quarterly Financial Statements of Holdings and its Restricted Subsidiaries (A) were each prepared make no representation or warranty with respect to any historical financial statements in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (B) fairly present the financial condition of Holdings and its Subsidiaries, as respect of the date thereof and their results of operations for ML Transactions, the period covered therebyCRIF Transactions, subject, in the case of this clause (ii), to the absence of footnotes and to normal year-end audit adjustmentsany Permitted Acquisition or IP Acquisition.

Financial Statements; No Material Adverse Effect. (a) The consolidated financial statements of the Domestic Borrower most recently delivered to the Administrative Agent (i) The Annual Financial Statements of Holdings and its Subsidiaries (A) were prepared in all material respects accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and, in the case of unaudited financial statements, subject to the absence of footnotes and to normal year-end audit adjustments; (Bii) fairly present in all material respects the financial condition of Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and, in the case of unaudited financial statements, subject to the absence of footnotes and to normal year-end audit adjustments; and (Ciii) show all material indebtedness and other liabilities, direct or contingent, of Holdings the Domestic Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness Indebtedness, in each case, to the extent required by GAAP and (ii) the Quarterly Financial Statements of Holdings and its Subsidiaries (A) were each prepared to be shown thereon in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (B) fairly present the financial condition of Holdings and its Subsidiaries, as of the date thereof and their results of operations for the period covered thereby, subject, in the case of this clause (ii), to the absence of footnotes and to normal year-end audit adjustmentsGAAP.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The Annual Financial Statements of Holdings and its Subsidiaries (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (Bii) fairly present the financial condition of Holdings the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (Ciii) show all material indebtedness and other liabilities, direct or contingent, of Holdings the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness to Indebtedness. 64 The unaudited consolidated balance sheet of the extent required by GAAP and (ii) the Quarterly Financial Statements of Holdings Company and its Subsidiaries dated June 30, 2018, and the related consolidated statements of income, members’ equity, and cash flows for the six (A6) month period then ended on that date (i) were each prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (Bii) fairly present the financial condition of Holdings the Company and its Subsidiaries, Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of this clause clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) (i) The Annual Financial Statements of Holdings and its Subsidiaries (A) audited financial statements delivered to the Lenders were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; . Such financial statements: (Bi) fairly present the financial condition of Holdings the Borrower and its Subsidiaries (and to the knowledge of the Borrower in the case of financial statements of target company delivered to pursuant to Section 4.04(b), the entities covered thereby) on a consolidated basis as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (C) show all material indebtedness and other liabilities, direct or contingent, of Holdings and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness to the extent required by GAAP and (ii) the Quarterly Financial Statements of Holdings and its Subsidiaries (A) were each prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (B) fairly present the financial condition of Holdings the Borrower and its SubsidiariesSubsidiaries (and to the knowledge of the Borrower in the case of financial statements of target company delivered to pursuant to Section 4.04(b), the entities covered thereby) on a consolidated basis as of the date thereof and their results of operations for the period covered thereby, subject, in the case of this clause clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries on a consolidated basis as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The Annual Financial Statements of Holdings and its Subsidiaries (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (Bii) fairly present the financial condition of Holdings (x) prior to the delivery of the annual audited financial statements of the REIT required to be delivered pursuant to Section 6.01(a) hereof, AIV and its Subsidiaries (y) at all times thereafter, the REIT, as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (Ciii) together with the Form 10-K and Form 10-Q filings of (x) prior to the delivery of the annual audited financial statements of the REIT required to be delivered pursuant to Section 6.01(a) hereof, AIV and (y) at all times thereafter, the REIT, show all material indebtedness and other liabilities, direct or contingent, of Holdings the Borrowers and its their Subsidiaries as of the date respective dates thereof, including liabilities for taxesTaxes, material commitments commitments, Contractual Obligations and Indebtedness to the extent required by GAAP and (ii) the Quarterly Financial Statements of Holdings and its Subsidiaries (A) were each prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, or which are required to be disclosed in such financial statements under SEC rules and (B) fairly present the financial condition of Holdings and its Subsidiaries, as of the date thereof and their results of operations for the period covered thereby, subject, in the case of this clause (ii), to the absence of footnotes and to normal year-end audit adjustmentsregulations.

Financial Statements; No Material Adverse Effect. (a) The 2020 Financial Statements (i) The Annual Financial Statements of Holdings and its Subsidiaries (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (Bii) fairly present in all material respects the financial condition of Holdings the Borrower and its Subsidiaries as of the date thereof last day of the period covered thereby and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and . (Cb) show all material indebtedness and other liabilities, direct or contingent, of Holdings and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness to the extent required by GAAP and (ii) the Quarterly The Interim Financial Statements of Holdings and its Subsidiaries (Ai) were each prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, ; and (Bii) fairly present in all material respects the financial condition of Holdings the Borrower and its Subsidiaries, Subsidiaries as of the date thereof last day of the period covered thereby and their results of operations for the period covered thereby, subject, in the case of this clause clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.; (c) The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated and consolidating financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of the dates thereof and for the periods covered thereby. (d) Since the date of the 2020 Financial Statements, there has been no event or circumstance that has had or could reasonably be expected to have a Material Adverse Effect. 6.06