Common use of Financial Condition Clause in Contracts

Financial Condition. The audited consolidated balance sheet of the Seller and its Consolidated Subsidiaries as at December 31, 1997 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, heretofore furnished to the Purchasers and the unaudited consolidated balance sheet of the Seller and its Consolidated Subsidiaries as at June 30, 1998, and their related consolidated statements of income, stockholders' equity and cash flow of the Seller and its Consolidated Subsidiaries for the six-month period ended on such date heretofore furnished to the Purchasers, are complete and correct and fairly present the consolidated financial condition of the Seller and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the six-month period on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Seller nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.02. Since June 30, 1998, there has been no change or event having a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Seller or any of the Consolidated Subsidiaries, taken as a whole, have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. (a) The Borrower has heretofore furnished to the Administrative Agent and each Lender an audited consolidated balance sheet of the Seller Borrower and its Consolidated the Subsidiaries as at December 31, 1997 2004, and the related consolidated statement of income, stockholders' equity and cash flow of the Seller and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, heretofore furnished to the Purchasers notes thereto and the unaudited consolidated balance sheet of the Seller and its Consolidated Subsidiaries as at June 30, 1998, and their related consolidated statements of income, stockholders' equity and cash flow of the Seller and its Consolidated Subsidiaries flows for the six-month period ended on such date heretofore furnished to fiscal year then ended, as examined and certified by PricewaterhouseCoopers LLP, independent public accountants. Such financial statements (including the Purchasersnotes thereto) present fairly, are complete and correct and fairly present in all material respects, the consolidated financial condition of the Seller Borrower and its Consolidated the Subsidiaries as at said dates of December 31, 2004, and the results of its operations their operations, the changes in their stockholders' equity and their cash flows for the fiscal year and the six-month period on said datesFiscal Year then ended, all in accordance conformity with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Seller nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.02GAAP consistently applied. Since June 30December 31, 19982004, there has been no not occurred any event or circumstance that has resulted or could reasonably be expected to result in a material adverse change in the business, assets, operations, properties or event having a Material Adverse Effect. Since the date condition, financial or otherwise, or liabilities of the Financial Statements, neither Borrower and the business nor the Properties of the Seller or any of the Consolidated Subsidiaries, taken as a wholewhole (other than any event or condition (a "Publicly Disclosed Matter") specifically identified in the Borrower's Form 10-K filed with the SEC with respect to the fiscal year ended December 31, 2004 and each Form 8-K filed by the Borrower with the SEC after the filing of such Form 10-K and prior to the date hereof; provided that all risk factors, general descriptions of the Borrower's business, industry and competitors (including general descriptions of risks and liabilities relating thereto), projections and forward looking statements contained in any such filings shall be disregarded for purposes of determining the Publicly Disclosed Matters). Since the Effective Date, there have been materially and adversely affected as no changes in the status of the Publicly Disclosed Matters that, individually or in the aggregate, could reasonably be expected to have a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemyMaterial Adverse Effect.

Financial Condition. The audited consolidated balance sheet of the Seller Company and its Consolidated Subsidiaries as at December 31, 1997 1999 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller Company and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, Waterhouse heretofore furnished to the Purchasers Investors and the unaudited consolidated balance sheet of the Seller Company and its Consolidated Subsidiaries as at June September 30, 1998, 2000 and their related consolidated statements of income, stockholders' equity and cash flow of the Seller Company and its Consolidated Subsidiaries for the six-month period ended on such date heretofore furnished to the PurchasersInvestors, are complete and correct and fairly present the consolidated financial condition of the Seller Company and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the sixnine-month period on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Seller Company nor any Consolidated Subsidiary has on the Closing Date any material Debtdebt, Trade Payablestrade payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements Company's financial statements provided to the Investors as set forth in this Section 3.7 or in Schedule 4.023.7 or except to the extent that the existence of any of the foregoing would not have a Material Adverse Effect relative to the Company. Since June 30December 31, 19981999, there has been no change or event having a Material Adverse EffectEffect relative to the Company, except as disclosed to the Investors in writing. Since the date of the Financial Statements, neither the business nor the Properties properties of the Seller or any of the Consolidated Company's Subsidiaries, taken as a whole, have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property property or cancellation of contracts, permits or concessions by any Governmental AuthorityEntity, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The audited consolidated balance sheet of the Seller Company and its Consolidated Subsidiaries as at December 31, 1997 2001 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller Company and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, PricewaterhouseCoopers LLP heretofore furnished to the Purchasers Investors and the unaudited consolidated balance sheet of the Seller Company and its Consolidated Subsidiaries as at June September 30, 1998, 2002 and their related consolidated statements of income, stockholders' equity and cash flow of the Seller Company and its Consolidated Subsidiaries for the six-month period ended on such date heretofore furnished to the PurchasersInvestors, are complete and correct and fairly present the consolidated financial condition of the Seller Company and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the sixnine-month period on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Seller Company nor any Consolidated Subsidiary has on the Closing Date any material Debtdebt, Trade Payablestrade payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements Company's financial statements provided to the Investors as set forth in this Section 3.7 or in Schedule 4.023.7 or except to the extent that the existence of any of the foregoing would not have a Material Adverse Effect relative to the Company. Since June 30December 31, 19982001, there has been no change or event having a Material Adverse EffectEffect relative to the Company, except as disclosed to the Investors in writing. Since the date of the Financial StatementsDecember 31, 2001, neither the business nor the Properties properties of the Seller or any of the Consolidated Company's Subsidiaries, taken as a whole, have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property property or cancellation of contracts, permits or concessions by any Governmental AuthorityEntity, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The audited consolidated balance sheet of the Seller Company and its Consolidated Subsidiaries as at December 31, 1997 1999 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller Company and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, Waterhouse heretofore furnished to the Purchasers Investors and the unaudited consolidated balance sheet of the Seller Company and its Consolidated Subsidiaries as at June 30, 19982000, and their related consolidated statements of income, stockholders' equity and cash flow of the Seller Company and its Consolidated Subsidiaries for the six-month period ended on such date heretofore hereto fore furnished to the PurchasersInvestors, are complete and correct and fairly present the consolidated financial condition of the Seller Company and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the six-month period on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Seller Company nor any Consolidated Subsidiary has on the Closing Date any material Debtdebt, Trade Payablestrade payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.023.7 or except to the extent that the existence of any of the foregoing would not have a Material Adverse Effect relative to the Company. Since June 30December 31, 19981999, there has been no change or event having a Material Adverse EffectEffect relative to the Company, except as disclosed to the Investors in writing. Since the date of the Financial Statements, neither the business nor the Properties properties of the Seller or any of the Consolidated Company's Subsidiaries, taken as a whole, have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property property or cancellation of contracts, permits or concessions by any Governmental AuthorityEntity, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The audited consolidated balance sheet of the Seller and its Consolidated Subsidiaries WCA Corp. as at December 31, 1997 2004 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, a Registered Public Accounting Firm heretofore furnished to the Purchasers and the unaudited consolidated balance sheet each of the Seller and its Consolidated Subsidiaries as at June 30, 1998, and their related consolidated statements of income, stockholders' equity and cash flow of the Seller and its Consolidated Subsidiaries for the six-month period ended on such date heretofore furnished to the PurchasersLenders, are complete and correct and fairly present the consolidated financial condition of the Seller WCA Corp. and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year year, all in accordance with GAAP, as applied on a consistent basis. The unaudited consolidated balance sheet of the Borrower as at March 31, 2005 and the six-month period related consolidated statement of income, stockholders' equity and cash flow for the portion of the fiscal year ended on such date are complete and correct and fairly present the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at said datesdate, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, subject to normal year-end adjustments). Neither the Seller Borrower nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments other than those customary in Borrower's business or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02. Since June 30March 31, 19982005, there has been no change or event having that could reasonably be expected to have a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Seller Borrower or any of the Consolidated Subsidiaries, taken as a whole, Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemyenemy where such event or matter could reasonably be expected to result in a Material Adverse Effect. Since the date of the Financial Statements, no Internal Control Event has occurred.

Financial Condition. The audited unaudited pro forma consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at December 31, 1997 (giving effect to Borrower’s acquisition of its Subsidiaries and the related consolidated statement of income, stockholders' equity Oil and cash flow of the Seller and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, heretofore furnished to the Purchasers and the unaudited consolidated balance sheet of the Seller and its Consolidated Subsidiaries Gas Properties) as at June 30, 19982007, and their related consolidated statements of income, stockholders' owners’ equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the six-three month period ended on such date heretofore furnished to the PurchasersAdministrative Agent, are are/is complete and correct and fairly present the consolidated financial condition of the Seller Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the six-three month period on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Seller Borrower nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxesTaxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02. Since June 30, 1998the date of the Borrower’s most recent consolidated balance sheet delivered to the Administrative Agent, there has been no change or event having a Material Adverse Effect. Since the date of the Financial StatementsBorrower’s most recent consolidated balance sheet delivered to the Administrative Agent, neither the business nor the Properties of the Seller Borrower or any of the Consolidated Subsidiaries, taken as a whole, Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The audited consolidated balance sheet of the Seller Company and its Consolidated Subsidiaries as at December 31, 1997 1999 and the related consolidated statement of income, stockholders' equity and cash flow flows of the Seller Company and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, PricewaterhouseCoopers LLP heretofore furnished to each of the Purchasers Banks and the unaudited consolidated balance sheet of the Seller Company and its Consolidated Subsidiaries as at June September 30, 1998, 2000 and their related consolidated statements of income, stockholders' equity and cash flow flows of the Seller Company and its Consolidated Subsidiaries for the sixnine-month period ended on such date heretofore furnished to the PurchasersAgent, are complete and correct and fairly present the consolidated financial condition of the Seller Company and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the sixnine-month period on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Seller Company nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02. Since June 30December 31, 19981999, there has been no change or event having a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Seller Company or any of the Consolidated Subsidiaries, taken as a whole, Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The audited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at each of December 31, 1997 1997, December 31, 1998, December 31, 1999 and December 31, 2000 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the fiscal year ended on each of said datedates, with the opinion thereon of Price Waterhouse, KPMG L.L.P. heretofore furnished to the Purchasers and the unaudited consolidated balance sheet each of the Seller and its Consolidated Subsidiaries as at June 30, 1998, and their related consolidated statements of income, stockholders' equity and cash flow of the Seller and its Consolidated Subsidiaries for the six-month period ended on such date heretofore furnished to the Purchasers, Lenders are complete and correct and fairly present the consolidated financial condition of the Seller Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the such fiscal year and the six-month period on said datesyears, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments)basis. Neither the Seller Borrower nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02. Since June 30December 31, 19982000, there has been no change or event having a Material Adverse Effect. Since the date of the most recent Financial Statements, neither the business nor the Properties of the Seller Borrower or any of the Consolidated Subsidiaries, taken as a whole, Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The audited consolidated balance sheet of the Seller Parent and its Consolidated Subsidiaries as at December 31, 1997 2006 and the related consolidated statement of income, stockholders' ’ equity and cash flow of the Seller Parent and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price WaterhouseXxxxxx & Xxxxxx, P.C. heretofore furnished to each of the Purchasers Lenders and the unaudited consolidated balance sheet of the Seller Parent and its Consolidated Subsidiaries as at June September 30, 1998, 2007 and their related consolidated statements of income, stockholders' ’ equity and cash flow of the Seller Parent and its Consolidated Subsidiaries for the six-nine month period ended on such date heretofore furnished to the PurchasersAdministrative Agent, are complete and correct and fairly present in all material respects the consolidated financial condition of the Seller Parent and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the six-nine month period on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Seller Borrower nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02. Since June 30, 1998the date of formation of Borrower, there has been no change or event having a Material Adverse Effect. Since the date of the Financial Statementsformation of Borrower, neither the business nor the Properties of the Seller Borrower or any of the Consolidated Subsidiaries, taken as a whole, Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The audited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at December 31, 1997 1998 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, heretofore furnished to the Purchasers and the unaudited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at June 30, 1998, 1999 and their related consolidated statements of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the sixthree-month period ended on such date heretofore furnished to the PurchasersAgent, are complete and correct and fairly present the consolidated financial condition of the Seller Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the sixthree-month period on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statementseach case, to normal year-end audit adjustments). Neither the Seller Borrower nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02. Since June 30, 19981999, there has been no change or event having a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Seller Borrower or any of the Consolidated Subsidiaries, taken as a whole, Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The audited consolidated balance ------------------- sheet of the Seller Borrower and its Consolidated Subsidiaries as at December 31April 30, 1997 1999 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, KPMG Audit plc heretofore furnished to each of the Purchasers Lenders and the unaudited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at June 30January 31, 1998, 2000 and their related consolidated statements of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the six-nine month period ended on such date heretofore furnished to the PurchasersAgent, are complete and correct and fairly present the consolidated financial condition of the Seller Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the six-nine month period on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Seller Borrower nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02. Since June 30January 31, 19982000, there has been no change or event having ------------- a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Seller Borrower or any of the Consolidated Subsidiaries, taken as a whole, Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The audited consolidated balance sheet of the Seller Holdings and its Consolidated Subsidiaries consolidated subsidiaries as at December March 31, 1997 2000 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller Holdings and its Consolidated Subsidiaries consolidated subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, Deloitte Touche heretofore furnished to each of the Purchasers Lenders and the unaudited consolidated balance sheet of the Seller Holdings and its Consolidated Subsidiaries consolidated subsidiaries as at June September 30, 1998, 2000 and their related consolidated statements of income, stockholders' equity and cash flow of the Seller Holdings and its Consolidated Subsidiaries consolidated subsidiaries for the six-six (6) month period ended on such date heretofore furnished to the PurchasersAdministrative Agent, are complete and correct and fairly present the consolidated financial condition of the Seller Holdings and its Consolidated Subsidiaries consolidated subsidiaries as at said dates and the results of its operations for the fiscal year and the six-six (6) month period on said datesdates in all material respects, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Seller Borrower nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02. Since June 30March 31, 19982000, there has been no change or event having a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Seller Borrower or any of the Consolidated Subsidiaries, taken as a whole, Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy. Notwithstanding anything in this Agreement to the contrary, as of the Closing Date, the Financial Statements required and referenced in this Agreement shall mean the pro forma financial statements contained in the Offering Memorandum which give effect to the WGCS Merger.

Financial Condition. The Company heretofore has delivered to the Purchasers an audited consolidated balance sheet of the Seller Company and its Consolidated Subsidiaries as at December 31, 1997 and the related consolidated statement of income, stockholders' equity and cash flow September 30 in each of the Seller and its Consolidated Subsidiaries for the fiscal year ended on said dateyears 1992 to 1994, with the opinion thereon of Price Waterhouse, heretofore furnished to the Purchasers and the unaudited consolidated balance sheet of the Seller and its Consolidated Subsidiaries as at June 30, 1998inclusive, and their related audited consolidated statements of income, stockholders' equity and cash flow flows of the Seller Company and its Consolidated Subsidiaries for each such year, including the six-month period ended on such date heretofore furnished to notes thereto (collectively, the Purchasers"Financial Statements"). The Financial Statements have been prepared in accordance with GAAP applied consistently, are complete and correct and present fairly present the consolidated financial condition of the Seller Company and its Consolidated Subsidiaries as of the dates thereof, and the consolidated results of operations and cash flows of the Company and its Subsidiaries for the period then ended. The Company heretofore has also delivered to the Purchasers an unaudited consolidated balance sheet of the Company and its Subsidiaries as at said dates June 30 each of the years 1994 and 1995 and unaudited consolidated statements of income and cash flows of the results of Company and its operations Subsidiaries for the fiscal year and the sixnine-month period ended on said dateseach such date, all prepared by the Company. Such financial statements were prepared in accordance with GAAP, as applied GAAP and on a basis consistent basis (subject, in with the case Financial Statements and present fairly the consolidated financial condition of the interim financial statementsCompany and its Subsidiaries as of the dates thereof, to normal year-end adjustments)and the consolidated results of operations and cash flows of the Company and its Subsidiaries for the period then ended. Neither the Seller Company nor any Consolidated Subsidiary of its Subsidiaries has any material debt, liability (including without limitation any tax liability) or other obligation of any nature (whether accrued, absolute, contingent or otherwise, known or unknown, due or to become due) that is not (i) reflected on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward balance sheet (or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the notes thereto) included in the Financial Statements or (ii) of a type reflected on such balance sheet and incurred subsequent to the date of such balance sheet in Schedule 4.02the ordinary course of business. Since June September 30, 19981994, there has not been no change or any material adverse change, nor has any event having a Material Adverse Effect. Since occurred that could result in any such change, nor to the date best of the Financial StatementsCompany's knowledge is any such change threatened, neither in the condition (financial or otherwise), properties, prospects, assets, business nor the Properties or operations of the Seller or any of the Consolidated SubsidiariesPolyphase Entities, taken as a whole, have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The audited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at December 31, 1997 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, Pricewaterhouse Coopers L.L.P. heretofore furnished to the Purchasers Agent and the unaudited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at June September 30, 1998, 1998 and their related consolidated statements of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the six-nine month period ended on such date heretofore furnished to the PurchasersAgent, are complete and correct and fairly present the consolidated financial condition of the Seller Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the six-nine month period on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Seller Borrower nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.02SCHEDULE 7.02. Since June September 30, 1998, there has been no change or event having a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Seller Borrower or any of the Consolidated Subsidiaries, taken as a whole, Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy. The unaudited pro forma projected consolidated balance sheet of the Borrower and its Consolidated Subsidiaries at the Closing Date, and the unaudited pro forma projected consolidated statement of income of the Borrower and its Consolidated Subsidiaries as of the Closing Date, heretofore furnished to the Agent, fairly present the pro forma projected consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at the Closing Date.

Financial Condition. The audited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at December 31, 1997 2001 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price WaterhouseWaterhouse Coopers, L.L.P. heretofore furnished to the Purchasers Agent and the unaudited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at June 30May 31, 1998, 2002 and their related consolidated statements of income, stockholders' equity income and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the six-5 month period ended on such date heretofore furnished to the PurchasersAgent, are complete and correct and fairly present the consolidated financial condition of the Seller Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the six-5 month period on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Seller Borrower nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02. Since June 30May 31, 19982002, there has been no change or event having a Material Adverse Effect. Since the latest date of the Financial Statements, neither the business nor the Properties of the Seller Borrower or any of the Consolidated Subsidiaries, taken as a whole, Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The audited consolidated balance sheet of the Seller and its Consolidated Subsidiaries Waste Corporation as at December 31, 1997 2003 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, KPMG heretofore furnished to the Purchasers and the unaudited consolidated balance sheet each of the Seller and its Consolidated Subsidiaries as at June 30, 1998, and their related consolidated statements of income, stockholders' equity and cash flow of the Seller and its Consolidated Subsidiaries for the six-month period ended on such date heretofore furnished to the PurchasersLenders, are complete and correct and fairly present the consolidated financial condition of the Seller Waste Corporation and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year year, all in accordance with GAAP, as applied on a consistent basis. The unaudited consolidated balance sheet of the Borrower as at September 30, 2004 and the six-month period related consolidated statement of income, stockholders' equity and cash flow for the portion of the fiscal year ended on such date are complete and correct and fairly present the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at said datesdate, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, subject to normal year-end adjustments). Neither the Seller Borrower nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments other than those customary in Borrower's business or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02. Since June September 30, 19982004, there has been no change or event having that could reasonably be expected to have a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Seller Borrower or any of the Consolidated Subsidiaries, taken as a whole, Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemyenemy where such event or matter could reasonably be expected to result in a Material Adverse Effect.

Financial Condition. The audited consolidated balance sheet of the Seller U.S. Borrower and its Consolidated Subsidiaries as at December 31, 1997 1999 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller U.S. Borrower and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, PricewaterhouseCoopers LLP heretofore furnished to the Purchasers U.S. Agent and the unaudited consolidated balance sheet of the Seller U.S. Borrower and its Consolidated Subsidiaries as at June 30March 31, 1998, 2000 and their related consolidated statements of income, stockholders' equity and cash flow of the Seller U.S. Borrower and its Consolidated Subsidiaries for the six-three month period ended on such date heretofore furnished to the PurchasersU.S. Agent, are complete and correct in all material respects and fairly present the consolidated financial condition of the Seller U.S. Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the six-three month period on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither None of the Seller nor any Consolidated Subsidiary Obligors has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02. Since June 30December 31, 19981999, there has been no change or event having a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Seller or any of the Consolidated Subsidiaries, Obligors and their Subsidiaries taken as a whole, whole have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The audited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at December 31, 1997 2001 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, Deloitte & Touche LLP heretofore furnished to each of the Purchasers Lenders and the unaudited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at June 30, 1998, 2002 and their the related consolidated statements of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the six-six month period ended on such date heretofore furnished to the PurchasersAgent, are complete and correct and fairly present in all material respects the consolidated financial condition of the Seller Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the six-six month period ending on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustmentsadjustments and, the lack of footnotes). Neither the Seller Borrower nor any Consolidated Subsidiary of the Borrower has on the Closing Date date hereof any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02. Since June 30December 31, 19982001, there has been no change or event having a Material Adverse EffectEffect that is continuing. Since the date of the Financial Statements, neither the business nor the Properties of the Seller or any of the Consolidated Subsidiaries, (taken as a whole) of the Borrower, any Guarantor or any Restricted Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemyenemy which is continuing.

Financial Condition. The audited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at December 31, 1997 2003 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, Deloitte & Touche LLP heretofore furnished to each of the Purchasers Lenders and the unaudited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at June 30March 31, 1998, 2004 and their the related consolidated statements of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the six-six month period ended on such date heretofore furnished to the PurchasersAgent, are complete and correct and fairly present in all material respects the consolidated financial condition of the Seller Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the six-six month period ending on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustmentsadjustments and, the lack of footnotes). Neither the Seller Borrower nor any Consolidated Subsidiary of the Borrower has on the Closing Date date hereof any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02. Since June 30December 31, 19982003, there has been no change or event having a Material Adverse EffectEffect that is continuing. Since the date of the Financial Statements, neither the business nor the Properties of the Seller or any of the Consolidated Subsidiaries, (taken as a whole) of the Borrower, any Guarantor or any Restricted Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemyenemy which is continuing.

Financial Condition. The audited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at December 31, 1997 2006, and the related consolidated statement of income, stockholders' ’ equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, Xxxxx Xxxxxxxx LLP heretofore furnished to the Purchasers and the unaudited consolidated balance sheet each of the Seller and its Consolidated Subsidiaries as at June 30, 1998, and their related consolidated statements of income, stockholders' equity and cash flow of the Seller and its Consolidated Subsidiaries for the six-month period ended on such date heretofore furnished to the PurchasersLenders, are complete and correct and fairly present the consolidated financial condition of the Seller Borrower and its Consolidated Subsidiaries as at said dates date and the results of its operations for the such fiscal year and the six-month period on said datesyear, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustmentsadjustments and the absence of footnotes). Neither the Seller Borrower nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.02. Since June 30the later of December 31, 19982006 or the end of the most recent fiscal year for which financial statements have been delivered to the Lenders pursuant to Section 5.01(a), there has been no change or event having a Material Adverse Effect. Since the date later of December 31, 2006 or the end of the Financial Statementsmost recent fiscal year for which financial statements have been delivered to the Lenders pursuant to Section 5.01(a), neither the business nor the Properties of the Seller Borrower or any of the Consolidated Subsidiaries, taken as a whole, Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The audited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at December 31, 1997 2002 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, Ernst & Young LLP heretofore furnished to each of the Purchasers Lenders and the unaudited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at June September 30, 1998, 2003 and their related consolidated statements of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the six-three and nine month period ended on such date heretofore furnished to the PurchasersAdministrative Agent (collectively, the "FINANCIAL STATEMENTS"), are complete and correct and fairly present the consolidated financial condition of the Seller Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the six-three month period on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Seller Borrower nor any Consolidated Subsidiary has on the Closing Amendment and Restatement Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02. Since June September 30, 19982003, there has been no change or event having a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Seller Borrower or any of the Consolidated Subsidiaries, taken as a whole, Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The audited consolidated balance sheet of the Seller Guarantor and its Consolidated Subsidiaries as at December 31, 1997 1998 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller Guarantor and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, Waterhouse heretofore furnished to each of the Purchasers Lenders and the unaudited consolidated balance sheet of the Seller Guarantor and its Consolidated Subsidiaries as at June September 30, 1998, 1999 and their related consolidated statements of income, stockholders' equity and cash flow of the Seller Guarantor and its Consolidated Subsidiaries for the sixnine-month period ended on such date heretofore furnished to the PurchasersAgent, are complete and correct and fairly present the consolidated financial condition of the Seller Guarantor and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the sixnine-month period on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Seller Guarantor nor any Consolidated Subsidiary of its Subsidiaries has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02 of the Credit Agreement. Since June 30December 31, 1998, there has been no change or event having a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Seller or any of the Guarantor and its Consolidated Subsidiaries, taken as a whole, have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The audited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at December 31, 1997 2000 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, Deloitte & Touche LLP heretofore furnished to each of the Purchasers Lenders and the unaudited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at June 30, 1998, 2001 and their the related consolidated statements of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the six-six month period ended on such date heretofore furnished to the PurchasersAgent, are complete and correct and fairly present in all material respects the consolidated financial condition of the Seller Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the six-six month period ending on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustmentsadjustments and, the lack of footnotes). Neither the Seller Borrower nor any Consolidated Subsidiary of the Borrower has on the Closing Date date hereof any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02. Since June 30December 31, 19982000, there has been no change or event having a Material Adverse EffectEffect that is continuing. Since the date of the Financial Statements, neither the business nor the Properties of the Seller or any of the Consolidated Subsidiaries, (taken as a whole) of the Borrower, any Guarantor or any Restricted Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property windstorm, accident, strike or other labor disturbance, embargo, requisition or taking or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemyenemy which is continuing.

Financial Condition. The audited unaudited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at December 31, 1997 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, heretofore furnished to the Purchasers date and the unaudited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at June September 30, 1998, 1998 and their the related consolidated statements statement of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the six-nine month period ended on such date heretofore furnished to the PurchasersAgent, are complete and correct and fairly present the consolidated financial condition of the Seller Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the six-nine month period on said dates, all in accordance with GAAPGAAP (except that the financial statements of the Borrower need not contain footnotes or provisions for income taxes), as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Seller Borrower nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, material contingent liabilities, material liabilities for taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.02SCHEDULE 7.02. Since June 30Other than the change in the general market price of oil and gas, 1998since December 31, 1997, there has been no change or event having a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Seller Borrower or any of the Consolidated Subsidiaries, taken as a whole, material Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The audited consolidated balance sheet of the Seller Guarantor and its Consolidated Subsidiaries as at December 31, 1997 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller Guarantor and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, Deloitte & Touche LLP heretofore furnished to each of the Purchasers Lenders and the unaudited consolidated balance sheet of the Seller Guarantor and its Consolidated Subsidiaries as at June September 30, 1998, 1998 and their related consolidated statements of income, stockholders' equity and cash flow of the Seller Guarantor and its Consolidated Subsidiaries for the six-ninth month period ended on such date heretofore furnished to the PurchasersAgent, are complete and correct and fairly present the consolidated financial condition of the Seller Guarantor and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the six-ninth month period on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Seller Guarantor nor any Consolidated Subsidiary of its Subsidiaries has on the Closing Date any material Debt, Trade Payables, material contingent liabilities, material liabilities for taxes, material unusual forward or long-long- term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02 of the Credit Agreement. Since June 30December 31, 19981997, there has been no change or event having a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Seller Guarantor or any of the Consolidated Subsidiaries, taken as a whole, its material Subsidiaries have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The audited unaudited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at December 31, 1997 1996 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, heretofore furnished to the Purchasers date and the unaudited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at June September 30, 1998, 1997 and their the related consolidated statements statement of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the six-nine month period ended on such date heretofore furnished to the PurchasersAgent, are complete and correct and fairly present the consolidated financial condition of the Seller Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the six-nine month period on said dates, all in accordance with GAAPGAAP (except that the financial statements of the Borrower need not contain footnotes or provisions for income taxes), as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Seller Borrower nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, material contingent liabilities, material liabilities for taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02. Since June 30December 31, 19981996, there has been no change or event having a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Seller Borrower or any of the Consolidated Subsidiaries, taken as a whole, material Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The audited unaudited pro forma consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries (giving effect to Borrower’s acquisition of its Subsidiaries and Oil and Gas Properties) as at December 31, 1997 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, heretofore furnished to the Purchasers and the unaudited consolidated balance sheet of the Seller and its Consolidated Subsidiaries as at June September 30, 19982004, and their related consolidated statements of income, stockholders' owners’ equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the six-three month period ended on such date heretofore furnished to the PurchasersAdministrative Agent, are are/is complete and correct and fairly present the consolidated financial condition of the Seller Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the six-three month period on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Seller Borrower nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxesTaxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02. Since June 30, 1998the date of the Borrower’s most recent consolidated balance sheet delivered to the Administrative Agent, there has been no change or event having a Material Adverse Effect. Since the date of the Financial StatementsBorrower’s most recent consolidated balance sheet delivered to the Administrative Agent, neither the business nor the Properties of the Seller Borrower or any of the Consolidated Subsidiaries, taken as a whole, Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The Borrower has heretofore furnished to each of the Lenders (i) the audited consolidated balance sheet of the Seller Borrower and its Consolidated consolidated Subsidiaries as at December 31September 30, 1997 2008 and September 30, 2009 and the related consolidated statement of income and retained earnings and cash flow of the Borrower and its consolidated Subsidiaries for the fiscal years ended on said dates, with the opinions thereon (in the case of said consolidated balance sheets and statements) of PricewaterhouseCoopers, and (ii) the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 2010 and the related consolidated statement of income, stockholders' equity retained earnings and cash flow of the Seller Borrower and its Consolidated consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, heretofore furnished to the Purchasers and the unaudited consolidated balance sheet of the Seller and its Consolidated Subsidiaries as at June 30, 1998, and their related consolidated statements of income, stockholders' equity and cash flow of the Seller and its Consolidated Subsidiaries for the sixnine-month period ended on such date heretofore furnished to the Purchasers, date. All such financial statements are complete and correct in all material respects and fairly present in all material respects the consolidated financial condition of the Seller Borrower and its Consolidated consolidated Subsidiaries at and as at said of such dates and the results of its operations for the fiscal year and the six-month period on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim such financial statementsstatements as at June 30, 2010, to normal year-end audit adjustments), all in accordance with GAAP and practices applied on a consistent basis. Neither None of the Seller Borrower nor any Consolidated Subsidiary of its Subsidiaries has on the Closing Date date hereof any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.02said balance sheets as at said dates. Since June September 30, 19982009, there has been no change material adverse change. As used herein, the term “material adverse change” shall mean any event, development or event having circumstance that has had or could reasonably be expected to have a Material Adverse Effect. Since ; provided that “material adverse change” shall not include the date effect of any event, development or circumstance disclosed in any document filed pursuant to Section 13, 14 or 15(d) of the Financial StatementsSecurities Exchange Act of 1934 after September 30, neither 2009 and prior to the business nor Effective Date to the Properties of extent, and only to the Seller or any of the Consolidated Subsidiariesextent, taken as a whole, have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemysuch effect is explicitly disclosed in such filings.

Financial Condition. The audited consolidated balance sheet of the Seller Company and its Consolidated Subsidiaries as at December 31, 1997 and the related consolidated statement statements of income, stockholdersshareholders' equity and cash flow of the Seller Company and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price WaterhouseKPMG Peat Marwick LLP, heretofore furnished to the Purchasers and the unaudited consolidated balance sheet of the Seller Company and its Consolidated Subsidiaries as at June September 30, 1998, 1998 and their the related consolidated statements of income, stockholders' equity income and cash flow of the Seller Company and its Consolidated Subsidiaries for the sixnine-month period ended on such date date, heretofore furnished to each of the PurchasersLenders, are complete and correct and fairly present the consolidated financial condition of the Seller Company and its Consolidated Subsidiaries as at said dates and the consolidated results of its their operations for the fiscal year and the sixnine-month period ended on said dates, all in accordance with GAAP, as applied on a consistent basis dates (subject, in the case of the interim such financial statementsstatements as at September 30, 1998, to normal year-end audit adjustments), all in accordance with generally accepted accounting principles and practices applied on a consistent basis (provided that such financial statements may contain condensed footnotes prepared in accordance with Rule 10-01(a)(5) of Securities and Exchange Commission Regulation S-X). Neither the Seller Company nor any Consolidated Subsidiary has of its Subsidiaries had on the Closing Date said dates any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, in each case material to the Company and its Consolidated Subsidiaries taken as a whole, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.02said balance sheets as at said dates. Since June September 30, 1998, there has been no material adverse change in the consolidated financial condition, operations or event having a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Seller or any of the Consolidated Subsidiaries, taken as a whole, have been materially whole of the Company and adversely affected its Consolidated Subsidiaries from that set forth in said financial statements as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemyat said date.

Financial Condition. The audited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at December 31, 1997 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, Arthur Andersen LLP heretofore furnished to the Purchasers xx xxch xx xxx Lenders and the unaudited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at June 30March 31, 1998, 1998 and their the related consolidated statements of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the sixthree-month period ended on such date heretofore furnished to the PurchasersAgent, are 37 complete and correct and fairly present the consolidated financial condition of the Seller Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the sixthree-month period ended on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Seller Borrower nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, in each case, that would be required to be reserved for in the Financial Statements in accordance with GAAP, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02. Since June 30March 31, 1998, there has been no change or event having a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Seller Borrower or any of the Consolidated Subsidiaries, taken as a whole, Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The audited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at December 31, 1997 1999 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, Arthxx Xxxexxxx XXX heretofore furnished to the Purchasers Administrative Agent and the unaudited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at June 30, 1998, 2000 and their related consolidated statements of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the six-six month period ended on such date heretofore furnished to the PurchasersAdministrative Agent, are complete and correct in all material respects and fairly present the consolidated financial condition of the Seller Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the six-six month period on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Seller Borrower nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02. Since June 30As of the Closing Date, 1998since December 31, 1999, there has been no change or event having a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Seller or any of the Consolidated Subsidiaries, taken as a whole, have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The audited consolidated and consolidating balance sheet sheets of the Seller Company and its Consolidated Subsidiaries as at December August 31, 1997 1994 and the related consolidated statement and consolidating statements of income, stockholders' equity retained earnings and of cash flow of the Seller Company and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon (in the case of Price Waterhousesaid consolidated balance sheet and statements) of Arthur Andersen & Co., heretofore furnished to the Purchasers and the unaudited consolidated and consolidating balance sheet sheets of the Seller Company and its Consolidated Subsidiaries as at June 30Subsidixxxxx ax xx Xxx 31, 1998, 1995 and their the related consolidated and consolidating statements of income, stockholders' equity retained earnings and cash flow of the Seller Company and its Consolidated Subsidiaries for the sixnine-month period ended on such date date, heretofore furnished to Credit Agreement each of the PurchasersBanks, are complete and correct and fairly present the consolidated financial condition of the Seller Company and its Consolidated Subsidiaries Subsidiaries, and (in the case of said consolidating financial statements) the respective unconsolidated financial condition of the Company and of each of its Consolidated Subsidiaries, as at said dates and the consolidated and unconsolidated results of its their operations for the fiscal year and the sixnine-month period ended on said dates, all in accordance with GAAP, as applied on a consistent basis dates (subject, in the case of the interim such financial statementsstatements as at May 31, 1995, to normal year-end audit adjustments), all in accordance with generally accepted accounting principles and practices applied on a consistent basis. Neither the Seller Company nor any Consolidated Subsidiary of its Subsidiaries has on the Closing Date date hereof any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.02said balance sheets as at said dates. Since June 30August 31, 19981994, there has been no material adverse change in the consolidated financial condition, operations, business or event having a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Seller or any of the Consolidated Subsidiaries, prospects taken as a whole, have been materially whole of the Company and adversely affected its Consolidated Subsidiaries from that set forth in said financial statements as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemyat said date.

Financial Condition. The audited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at December 31, 1997 2005, and the related consolidated statement of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price WaterhouseGrant Thornton, LLP, heretofore furnished to each of the Purchasers and the unaudited Lenders xxx xxx xxxxxited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at June 30, 19982006, and their related consolidated statements of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the six-three month period ended on such date heretofore furnished to the PurchasersAgent, are complete and correct and fairly present the consolidated financial condition of the Seller Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the six-three month period on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustmentsadjustments and the absence of footnotes). Neither the Seller Borrower nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02. Since June 30, 19982006, there has been no change or event having a Material Adverse Effect. Since the date of the Financial StatementsJune 30, 2006, neither the business nor the Properties of the Seller Borrower or any of the Consolidated Subsidiaries, taken as a whole, Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The audited Obligors have heretofore furnished to each of the Lenders (a) the pro forma consolidated balance sheet sheets of the Seller Parent and its Consolidated Subsidiaries as at December 31, 1997 1999, and (b) the related consolidated statement of income, stockholders' equity and cash flow consolidating balance sheets of the Seller Parent and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, heretofore furnished to the Purchasers and the unaudited consolidated balance sheet of the Seller and its Consolidated Subsidiaries as at June 30, 1998, 2000 and their the related consolidated and consolidating statements of income, stockholders' equity retained earnings and cash flow of the Seller Parent and its Consolidated Subsidiaries for the six-month period fiscal quarter ended on said date. All such date heretofore furnished to the Purchasers, financial statements are complete and correct and fairly present the consolidated financial condition of the Seller Parent and its Consolidated Subsidiaries Subsidiaries, and (in the case of said consolidating financial statements) the respective unconsolidated financial condition of the Parent and its Subsidiaries, as at said dates and the consolidated and unconsolidated results of its their operations for the fiscal year and the six-month period ended on said dates, all in accordance with GAAP, as applied on a consistent basis dates (subject, in the case of the interim such financial statementsstatements as at June 30, 2000, to normal year-end audit adjustments)) all in accordance with generally accepted accounting principles and practices in the United States of America applied on a consistent basis. Neither None of the Seller nor any Consolidated Subsidiary Obligors has on the Closing Date date hereof any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-long- term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.02said balance sheet as at said date. Since June 30, 19982000, there has been no material adverse change in the consolidated financial condition, operations, business or event having a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Seller or any of the Consolidated Subsidiaries, prospects taken as a whole, have been materially whole of the Parent and adversely affected its Subsidiaries from that set forth in said financial statements as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemyat said date.

Financial Condition. The audited consolidated balance sheet Company has furnished to the Agent and each Bank, or filed with the Securities and Exchange Commission under XXXXX, copies of the Seller and its Consolidated Subsidiaries as at December 31, 1997 and the related consolidated statement of income, stockholders' equity and cash flow following: The Annual Report of the Seller and its Consolidated Subsidiaries Company on Form 10-K for the fiscal year ended on said dateDecember 31, with the opinion thereon of Price Waterhouse, heretofore furnished to the Purchasers 2003; and the unaudited consolidated balance sheet Quarterly Reports of the Seller Company on Form 10-Q for the fiscal quarters ended March 31, 2004 and its Consolidated Subsidiaries as at June 30, 19982004. The financial statements included therein, including the related schedules and their related consolidated statements of incomenotes thereto, stockholders' equity and cash flow have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein). As of the Seller date of such financial statements, neither the Company nor any of its Subsidiaries had any known contingent liabilities of any significant amount which in accordance with GAAP are required to be referred to in said financial statements or in the notes thereto which could reasonably be expected to have a Material Adverse Effect. During the period from December 31, 2003 to and including the date hereof, there has been no sale, transfer or other disposition by the Company or any of its Consolidated consolidated Subsidiaries for of any asset reflected on the six-month period ended on such date heretofore furnished balance sheet referred to the Purchasers, are complete above that would have been a material part of its business or property and correct and fairly present no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Seller Company and its Consolidated consolidated Subsidiaries at December 31, 2003 other than as at said dates and the results of its operations for the fiscal year and the six-month period on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Seller nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or disclosed in Schedule 4.02VI. Changes in Condition . Since June 30December 31, 19982003, there has been no change development or event having nor any prospective development or event, which has had, or could reasonably be expected to have, a Material Adverse Effect. Since Assets . The Company and each Subsidiary have good and marketable title to all material assets carried on their books and reflected in the date financial statements referred to in subsection 4.6 or furnished pursuant to subsection 6.4, except for assets held on Financing Leases or purchased subject to security devices providing for retention of title in the Financial Statementsvendor, neither the business nor the Properties and except for assets disposed of the Seller or any of the Consolidated Subsidiaries, taken as a whole, have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions permitted by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemythis Agreement.

Financial Condition. The audited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at December 31, 1997 2003, and the related consolidated statement statements of income, stockholders' equity and cash flow flows of the Seller Borrower and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, KPMG LLP heretofore furnished to the Purchasers and the unaudited consolidated balance sheet each of the Seller and its Consolidated Subsidiaries as at June 30, 1998, and their related consolidated statements of income, stockholders' equity and cash flow of the Seller and its Consolidated Subsidiaries for the six-month period ended on such date heretofore furnished to the Purchasers, Lenders are complete and correct and fairly present the consolidated financial condition of the Seller Borrower and its Consolidated Subsidiaries as at said dates date and the results of its their operations for the fiscal year and the six-month period ended on said datesdate, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments)basis. Neither the Seller Borrower nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.02SCHEDULE 7.02 or incurred since the date of the Financial Statements in the ordinary course of business. Since June 30December 31, 19982003, there has been no change or event having a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Seller Borrower or any of the Consolidated Subsidiaries, taken as a whole, Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The audited consolidated balance sheet of the Seller Parent and its Consolidated Subsidiaries as at December 31, 1997 2005 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller Parent and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price WaterhouseXxxxxx & Xxxxxx, P.C. heretofore furnished to each of the Purchasers Lenders and the unaudited consolidated balance sheet of the Seller Parent and its Consolidated Subsidiaries as at June September 30, 1998, 2006 and their related consolidated statements of income, stockholders' equity and cash flow of the Seller Parent and its Consolidated Subsidiaries for the six-nine month period ended on such date heretofore furnished to the PurchasersAdministrative Agent, are complete and correct and fairly present in all material respects the consolidated financial condition of the Seller Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the six-nine month period on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Seller Borrower nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02. Since June 30, 1998the date of formation of Borrower, there has been no change or event having a Material Adverse Effect. Since the date of the Financial Statementsformation of Borrower, neither the business nor the Properties of the Seller Borrower or any of the Consolidated Subsidiaries, taken as a whole, Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The audited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at December 31, 1997 2002 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, Deloitte & Touche LLP heretofore furnished to each of the Purchasers Lenders and the unaudited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at June 30, 1998, 2003 and their the related consolidated statements of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the six-six month period ended on such date heretofore furnished to the PurchasersAgent, are complete and correct and fairly present in all material respects the consolidated financial condition of the Seller Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the six-six month period ending on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustmentsadjustments and, the lack of footnotes). Neither the Seller Borrower nor any Consolidated Subsidiary of the Borrower has on the Closing Date date hereof any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02. Since June 30December 31, 19982002, there has been no change or event having a Material Adverse EffectEffect that is continuing. Since the date of the Financial Statements, neither the business nor the Properties of the Seller or any of the Consolidated Subsidiaries, (taken as a whole) of the Borrower, any Guarantor or any Restricted Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemyenemy which is continuing.

Financial Condition. (a) The audited consolidated and consolidating balance sheet sheets of the Seller Company and its Consolidated Subsidiaries as at December 31, 1997 1996 and the related consolidated statement and consolidating statements of income, stockholders' equity retained earnings and changes in financial position (or of cash flow flow, as the case may be) of the Seller Company and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon (in the case of Price Waterhousesaid consolidated balance sheet and statements) of Coopers & Lybranx, heretofore furnished to the Purchasers and xxx the unaudited consolidated and consolidating balance sheet sheets of the Seller Company and its Consolidated Subsidiaries as at June 30, 1998, 1997 and their the related consolidated and consolidating statements of income, stockholders' equity retained earnings and changes in financial position (or of cash flow flow, as the case may be) of the Seller Company and its Consolidated Subsidiaries for the six-month period ended on such date date, heretofore furnished to each of the PurchasersLenders, are complete and correct and fairly present the consolidated financial condition of the Seller Company and its Consolidated Subsidiaries Subsidiaries, and the unconsolidated financial condition of the Company and of each of its Consolidated Subsidiaries, as at said dates and the consolidated and unconsolidated results of its their operations for the fiscal year and the six-month period ended on said dates, all in accordance with GAAP, as applied on a consistent basis dates (subject, in the case of the interim such financial statementsstatements as at June 30, 1997, to normal year-end audit adjustments), all in accordance with generally accepted accounting principles and practices applied on a consistent basis. Neither the Seller Company nor any Consolidated Subsidiary has of its Subsidiaries had on the Closing Date said dates any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.02said balance sheets as at said dates. Since June 30December 31, 19981996, there has been no material adverse change in the consolidated financial condition, operations, business or event having a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Seller or any of the Consolidated Subsidiaries, prospects taken as a whole, have been materially whole of the Company and adversely affected its Consolidated Subsidiaries from that set forth in said financial statements as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemyat said date.

Financial Condition. The audited consolidated balance sheet of the Seller Company and its Consolidated Subsidiaries as at December 31, 1997 1998 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller Company and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, Pricewaterhouse Coopers L.L.P. heretofore furnished to the Purchasers Holders and the unaudited consolidated balance sheet of the Seller Company and its Consolidated Subsidiaries as at June September 30, 1998, 1999 and their related consolidated statements of income, stockholders' equity and cash flow of the Seller Company and its Consolidated Subsidiaries for the six-nine month period ended on such date heretofore furnished to the PurchasersHolders, are complete and correct and fairly present the consolidated financial condition of the Seller Company and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the six-nine month period on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Seller Company nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.02SCHEDULE 7.02. Since June 30December 31, 1998, there has been no change or event having a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Seller Company or any of the Consolidated Subsidiaries, taken as a whole, Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy. The unaudited pro forma projected consolidated balance sheet of the Company and its Consolidated Subsidiaries at the Closing Date (which proforma shall be based on the consolidated balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1999, adjusted to reflect the transactions contemplated herein), and the unaudited pro forma projected consolidated statement of income of the Company and its Consolidated Subsidiaries as of the Closing Date, heretofore furnished to Holders, represent Company's best estimate of the pro forma projected consolidated financial condition of the Company and its Consolidated Subsidiaries as at the Closing Date after giving effect to the transactions contemplated herein provided projections as to future performance should not be construed as a guarantee of future performance.

Financial Condition. The audited consolidated balance sheet financial statements of the Seller MMR and its Consolidated Subsidiaries as at December 31, 1997 1999, and the balance sheet of the Borrower and its Consolidated Subsidiaries as at December 31, 1999 and the related consolidated statement of income, stockholders' equity member's capital and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the fiscal year ended on said date, in each case as included in the consolidating statements of MMR and its Consolidated Subsidiaries as of said date with the opinion thereon of Price Waterhouse, Xxxxxx Xxxxxxxx LLP heretofore furnished to each of the Purchasers Lenders and the unaudited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at June 30March 31, 1998, 2000 and their the related consolidated statements of income, stockholders' equity members capital and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the sixthree-month period ended on such date heretofore furnished to the PurchasersAgent, are complete and correct and fairly present the consolidated financial condition of the Seller Borrower and its Consolidated Subsidiaries as at said dates date and the results of its operations for the fiscal year and the sixthree-month period ended on said datesdate, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Seller Borrower nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, in each case, that would be required to be reserved for in the Financial Statements in accordance with GAAP, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02. Since June 30Except as set forth on Schedule 7.10, 1998since March 31, 2000, there has been no change or event having a Material Adverse Effect. Since Except as set forth on Schedule 7.10, since the date of the Financial Statements, neither the business nor the Properties of the Seller Borrower or any of the Consolidated Subsidiaries, taken as a whole, Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The audited consolidated balance sheet of the Seller Brigham Exploration and its Consolidated Xxxxxxidated Subsidiaries as at December 31, 1997 1999 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller Brigham Exploration and its Consolidated Xxxxxxidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, Waterhouse heretofore furnished to each of the Purchasers Lenders and the unaudited consolidated balance sheet of the Seller Brigham Exploration and its Consolidated Xxxxxxidated Subsidiaries as at June 30, 19982000, and their related consolidated statements of income, stockholders' equity and cash flow of the Seller Brigham Exploration and its Consolidated Xxxxxxidated Subsidiaries for the six-month period ended on such date heretofore furnished to the PurchasersAgent, are complete and correct and fairly present the consolidated financial condition of the Seller Brigham Exploration and its Consolidated Xxxxxxidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the six-month period on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Seller Brigham Exploration nor any Consolidated Xxxxxxidated Subsidiary has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02. Since June 30December 31, 19981999, there has been no change or event having a Material Adverse Effect, except as disclosed to the Agent in writing. Since the date of the Financial Statements, neither the business nor the Properties of the Seller or any of the Consolidated SubsidiariesBrigham Exploration Consolixxxxx Xubsidiaries, taken as a whole, have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The audited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at December 31, 1997 2006, and the related consolidated statement of income, stockholders' ’ equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, Xxxxx Xxxxxxxx LLP heretofore furnished to the Purchasers and the unaudited consolidated balance sheet each of the Seller and its Consolidated Subsidiaries as at June 30, 1998, and their related consolidated statements of income, stockholders' equity and cash flow of the Seller and its Consolidated Subsidiaries for the six-month period ended on such date heretofore furnished to the PurchasersLenders, are complete and correct and fairly present the consolidated financial condition of the Seller Borrower and its Consolidated Subsidiaries as at said dates date and the results of its operations for the such fiscal year and the six-month period on said datesyear, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustmentsadjustments and the absence of footnotes). Neither the Seller Borrower nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02. Since June 30the later of December 31, 19982006 or the end of the most recent fiscal year for which financial statements have been delivered to the Lenders pursuant to Section 8.01(a), there has been no change or event having a Material Adverse Effect. Since the date later of December 31, 2006 or the end of the Financial Statementsmost recent fiscal year for which financial statements have been delivered to the Lenders pursuant to Section 8.01(a), neither the business nor the Properties of the Seller Borrower or any of the Consolidated Subsidiaries, taken as a whole, Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The audited consolidated balance sheet of the Seller Company and its Consolidated Subsidiaries as at December 31, 1997 2003, and the related consolidated statement statements of income, stockholders' equity and cash flow of the Seller Company and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, Hein & Associates LLP heretofore furnished to the Purchasers Investor, and the unaudited uxxxxited consolidated balance sheet of the Seller Company and its Consolidated Subsidiaries as at June 30March 31, 19982004, and their the related consolidated statements of income, stockholders' equity and cash flow of the Seller Company and its Consolidated Subsidiaries for the sixthree-month period ended ending on such date heretofore furnished to the PurchasersInvestor, are complete and correct and fairly present the consolidated financial condition of the Seller Company and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the sixthree-month period ending on said dates, all in accordance with generally accepted accounting principles ("GAAP"), as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Seller Company nor any Consolidated Subsidiary has on the Closing Date date hereof any material Debtdebt, Trade Payablestrade payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.023.7 or except to the extent that the existence of any of the foregoing would not have a Material Adverse Effect. Since June 30December 31, 19982003, there has been no change or event having or reasonably likely to have a Material Adverse Effect, except as disclosed to the Investor in writing. Since the date of the Financial Statements, neither the business nor the Properties properties of the Seller or any of the Consolidated Company's Subsidiaries, taken as a whole, have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property property or cancellation of contracts, permits or concessions by any Governmental AuthorityEntity, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The audited consolidated balance sheet of the Seller Buckeye Partners and its Consolidated Subsidiaries as at December 31, 1997 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller Buckeye Partners and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, Deloitte & Touche LLP heretofore furnished to each of the Purchasers Lenders and the unaudited consolidated balance sheet of the Seller Buckeye Partners and its Consolidated Subsidiaries as at June September 30, 1998, 1998 and their related consolidated statements of income, stockholders' equity and cash flow of the Seller Buckeye Partners and its Consolidated Subsidiaries for the six-nine month period ended on such date heretofore furnished to the PurchasersAgent, are complete and correct and fairly present in all material respects the consolidated financial condition of the Seller Buckeye Partners and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the six-nine month period on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustmentsadjustments and the lack of footnotes). Neither the Seller Buckeye Partners nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02. Since June 30December 31, 19981997, there has been no change or event having a Material Adverse EffectEffect which is continuing. Since the date of the Financial Statements, neither the business nor the Properties of the Seller or any of the Consolidated Subsidiaries, (taken as a whole) of the Borrower, any Guarantor or any Restricted Affiliate have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemyenemy which is continuing.

Financial Condition. The audited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at December 31, 1997 1996 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, Coopers & Lybrand heretofore furnished to the Purchasers Agent and the unaudited consolidated balance consolidxxxx xxlance sheet of the Seller Borrower and its Consolidated Subsidiaries as at June 30, 1998, 1997 and their related consolidated statements of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the six-six month period ended on such date heretofore furnished to the PurchasersAgent, are complete and correct and fairly present the consolidated financial condition of the Seller Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the six-six month period on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Seller Borrower nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.02SCHEDULE 7.02. Since June 30, 19981997, there has been no change or event having a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Seller Borrower or any of the Consolidated Subsidiaries, taken as a whole, Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy. The unaudited pro forma projected consolidated balance sheet of the Borrower and its Consolidated Subsidiaries at the Closing Date, and the unaudited pro forma projected consolidated statement of income of the Borrower and its Consolidated Subsidiaries as of the Closing Date, heretofore furnished to the Agent, fairly present the pro forma projected consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at the Closing Date. Borrower repaid or caused to be repaid all Subordinated Debt outstanding at the time of the initial public offering of the capital stock of the Borrower that raised at least $25,000,000, including, without limitation, the Debt incurred pursuant to the Securities Purchase Agreement dated as of December 19, 1995, among the Borrower and each of the investors signatory thereto, as amended by the Waiver and Amendment dated as of May 31, 1996 and by Amendment No. 1 dated as of June 16, 1997, the loan made to the Borrower in the principal amount of $2,000,000 arranged by Pecks Management Partners, Ltd., and the balance of the deferred compensation owed by the Borrower to Jack H. Castle, D.D.S. pursuant to the Deferred Compensation Agreemexx xxxxx xx xx December 19, 1995, between the Borrower and Jack H. Castle, D.D.S., as amended, and such Deferred Compensation Axxxxxxxx xxx xeen terminated.

Financial Condition. The audited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at December 31, 1997 1995 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, Ernst & Young L.L.P. heretofore furnished to the Purchasers Lender and the unaudited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at June 30, 1998, 1996 and their related consolidated statements of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the sixthree-month period ended on such date heretofore furnished to the PurchasersLender, are complete and correct and fairly present the consolidated financial condition of the Seller Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the sixthree-month period on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Seller Borrower nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02. Since June 30December 31, 19981995, there has been no change or event having a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Seller Borrower or any of the Consolidated Subsidiaries, taken as a whole, Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The audited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at December 31, 1997 2009, and the related consolidated statement of income, stockholders' ’ equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, Xxxxx Xxxxxxxx LLP heretofore furnished to the Purchasers and the unaudited consolidated balance sheet each of the Seller and its Consolidated Subsidiaries as at June 30, 1998, and their related consolidated statements of income, stockholders' equity and cash flow of the Seller and its Consolidated Subsidiaries for the six-month period ended on such date heretofore furnished to the PurchasersLenders, are complete and correct and fairly present the consolidated financial condition of the Seller Borrower and its Consolidated Subsidiaries as at said dates date and the results of its operations for the such fiscal year and the six-month period on said datesyear, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustmentsadjustments and the absence of footnotes). Neither the Seller Borrower nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.02. Since June 30the later of December 31, 19982009 or the end of the most recent fiscal year for which financial statements have been delivered to the Lenders pursuant to Section 5.01(a), there has been no change or event having a Material Adverse Effect. Since the date later of December 31, 2009 or the end of the Financial Statementsmost recent fiscal year for which financial statements have been delivered to the Lenders pursuant to Section 5.01(a), neither the business nor the Properties of the Seller Borrower or any of the Consolidated Subsidiaries, taken as a whole, Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The audited consolidated balance sheet of the Seller Holdings and its Consolidated Subsidiaries consolidated subsidiaries as at December March 31, 1997 2004 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller Holdings and its Consolidated Subsidiaries consolidated subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, Deloitte Touche heretofore furnished to each of the Purchasers Lenders and the unaudited consolidated balance sheet of the Seller Holdings and its Consolidated Subsidiaries consolidated subsidiaries as at June 30, 1998, 2004 and their related consolidated statements of income, stockholders' equity and cash flow of the Seller Holdings and its Consolidated Subsidiaries consolidated subsidiaries for the six-three (3) month period ended on such date heretofore furnished to the PurchasersUS Administrative Agent, are complete and correct and fairly present the consolidated financial condition of the Seller Holdings and its Consolidated Subsidiaries consolidated subsidiaries as at said dates and the results of its operations for the fiscal year and the six-three (3) month period on said datesdates in all material respects, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Seller US Borrower nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02. Since June 30March 31, 19982004, there has been no change or event having a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Seller US Borrower or any of the Consolidated Subsidiaries, taken as a whole, Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The audited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at December 31, 1997 2000 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, Deloitte & Touche LLP heretofore furnished to each of the Purchasers Lenders and the unaudited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at June 30, 1998, 2001 and their the related consolidated statements of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the six-six month period ended on such date heretofore furnished to the PurchasersAgent, are complete and correct and fairly present in all material respects the consolidated financial condition of the Seller Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the six-six month period ending on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustmentsadjustments and, the lack of footnotes). Neither the Seller Borrower nor any Consolidated Subsidiary of the Borrower has on the Closing Date date hereof any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02. Since June 30December 31, 19982000, there has been no change or event having a Material Adverse EffectEffect that is continuing. Since the date of the Financial Statements, neither the business nor the Properties of the Seller or any of the Consolidated Subsidiaries, (taken as a whole) of the Borrower, any Guarantor or any Restricted Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemyenemy which is continuing.

Financial Condition. The audited consolidated balance sheet financial statements of the Seller MMR and its Consolidated Subsidiaries as at December 31, 1997 1998, and the balance sheet of the Borrower and its Consolidated Subsidiaries as at December 31, 1998 and the related consolidated statement of income, stockholders' equity member's capital and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the fiscal year ended on said date, in each case as included in the consolidating statements of MMR and its Consolidated Subsidiaries as of said date with the opinion thereon of Price Waterhouse, heretofore Arthur Andersen XXX xxrxxxxxxx furnished to each of the Purchasers Lenders and the unaudited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at June September 30, 1998, 1999 and their the related consolidated statements of income, stockholders' equity members capital and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the sixnine-month period and three- month periods ended on such date heretofore furnished to the PurchasersAgent, are complete and correct and fairly present the consolidated financial condition of the Seller Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the sixnine-month period and three-month periods ended on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Seller Borrower nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, in each case, that would be required to be reserved for in the Financial Statements in accordance with GAAP, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02. Since June Except as set forth on Schedule 7.10, since September 30, 19981999, there has been no change or event having a Material Adverse Effect. Since Except as set forth on Schedule 7.10, since the date of the Financial Statements, neither the business nor the Properties of the Seller Borrower or any of the Consolidated Subsidiaries, taken as a whole, Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The audited consolidated balance sheet of the Seller Guarantor and its Consolidated Subsidiaries as at December 31, 1997 1996 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller Guarantor and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, Waterhouse heretofore furnished to each of the Purchasers Lenders and the unaudited consolidated balance sheet of the Seller Guarantor and its Consolidated Subsidiaries as at June September 30, 1998, 1997 and their related consolidated statements of income, stockholders' equity and cash flow of the Seller Guarantor and its Consolidated Subsidiaries for the sixnine-month period ended on such date heretofore furnished to the PurchasersAgent, are complete and correct and fairly present the consolidated financial condition of the Seller Guarantor and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the sixnine-month period on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Seller Guarantor nor any Consolidated Subsidiary of its Subsidiaries has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02 of the Credit Agreement. Since June 30December 31, 19981996, there has been no change or event having a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Seller or any of the Guarantor and its Consolidated Subsidiaries, taken as a whole, have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The audited consolidated balance sheet of the Seller Brigxxx Xxxloration and its Consolidated Subsidiaries as at December 31, 1997 1999 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller Brigxxx Xxxloration and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, Waterhouse heretofore furnished to each of the Purchasers Lenders and the unaudited consolidated balance sheet of the Seller Brigxxx Xxxloration and its Consolidated Subsidiaries as at June 30, 19982000, and their related consolidated statements of income, stockholders' equity and cash flow of the Seller Brigxxx Xxxloration and its Consolidated Subsidiaries for the six-month period ended on such date heretofore furnished to the PurchasersAgent, are complete and correct and fairly present the consolidated financial condition of the Seller Brigxxx Xxxloration and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the six-month period on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Seller Brigxxx Xxxloration nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02. Since June 30December 31, 19981999, there has been no change or event having a Material Adverse Effect, except as disclosed to the Agent in writing. Since the date of the Financial Statements, neither the business nor the Properties of the Seller or any of the Brigxxx Xxxloration Consolidated Subsidiaries, taken as a whole, have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.or

Financial Condition. The audited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at December 31, 1997 2003 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, Deloitte & Touche LLP heretofore furnished to each of the Purchasers Lenders and the unaudited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at June 30, 1998, 2004 and their the related consolidated statements of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the six-six month period ended on such date heretofore furnished to the PurchasersAgent, are complete and correct and fairly present in all material respects the consolidated financial condition of the Seller Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the six-six month period ending on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustmentsadjustments and, the lack of footnotes). Neither the Seller Borrower nor any Consolidated Subsidiary of the Borrower has on the Closing Date date hereof any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02. Since June 30December 31, 19982003, there has been no change or event having a Material Adverse EffectEffect that is continuing. Since the date of the Financial Statements, neither the business nor the Properties of the Seller or any of the Consolidated Subsidiaries, (taken as a whole) of the Borrower, any Guarantor or any Restricted Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemyenemy which is continuing.

Financial Condition. The audited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at December 31, 1997 2005 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, Deloitte & Touche LLP heretofore furnished to each of the Purchasers Lenders and the unaudited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at June September 30, 1998, 2006 and their the related consolidated statements of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the six-six month period ended on such date heretofore furnished to the PurchasersAgent, are complete and correct and fairly present in all material respects the consolidated financial condition of the Seller Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the six-six month period ending on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustmentsadjustments and, the lack of footnotes). Neither the Seller Borrower nor any Consolidated Subsidiary of the Borrower has on the Closing Date date hereof any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02. Since June 30December 31, 19982005, there has been no change or event having a Material Adverse EffectEffect that is continuing. Since the date of the Financial Statements, neither the business nor the Properties of the Seller or any of the Consolidated Subsidiaries, (taken as a whole) of the Borrower, any Guarantor or any Restricted Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemyenemy which is continuing.

Financial Condition. The audited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at December 31, 1997 1996 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, Xxxxxx Xxxxxxxx L.L.P. heretofore furnished to each of the Purchasers Lenders and the unaudited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at June September 30, 1998, 1997 and their related consolidated statements of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the six-nine month period ended on such date heretofore furnished to the PurchasersAgent, are complete and correct and fairly present the consolidated financial condition of the Seller Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the six-nine month period on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-year- end adjustments). Neither the Seller Borrower nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.02SCHEDULE 7.02. Since June 30December 31, 19981996, there has been no change or event having a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Seller Borrower or any of the Consolidated Subsidiaries, taken as a whole, Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The audited unaudited pro forma consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at December 31, 1997 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, heretofore furnished to the Purchasers and the unaudited consolidated balance sheet of the Seller and its Consolidated Subsidiaries as at June September 30, 19982011, and their related consolidated statements of income, stockholders' owners’ equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the sixthree-month period and nine-month periods ended on such date heretofore furnished to the PurchasersAdministrative Agent, are complete and correct and fairly present the consolidated financial condition of the Seller Borrower and its Consolidated Subsidiaries as at said dates date and the results of its operations for the fiscal year and the sixthree-month period and nine-month periods on said datesdate, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Seller Borrower nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxesTaxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02. Since June 30, 1998the date of Borrower’s most recent consolidated balance sheet delivered to Administrative Agent, there has been no change or event having a Material Adverse Effect. Since the date of the Financial StatementsBorrower’s most recent consolidated balance sheet delivered to Administrative Agent, neither the business nor the Properties of the Seller Borrower or any of the Consolidated Subsidiaries, taken as a whole, Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The audited consolidated balance sheet of the Seller Company and its Consolidated Subsidiaries as at December 31, 1997 1996 and the related consolidated statement of income, stockholders' equity and cash flow flows of the Seller Company and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, heretofore Coopers & Lybrxxx xxxetofore furnished to each of the Purchasers Banks and the unaudited consolidated balance sheet of the Seller Company and its Consolidated Subsidiaries as at June 30, 1998, 1997 and their related consolidated statements of income, stockholders' equity and cash flow flows of the Seller Company and its Consolidated Subsidiaries for the sixthree-month period ended on such date heretofore furnished to the PurchasersAgent, are complete and correct and fairly present the consolidated financial condition of the Seller Company and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the six-month period on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Seller Company nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02. Since June 30December 31, 19981996, there has been no change or event having a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Seller Company or any of the Consolidated Subsidiaries, taken as a whole, Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The audited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at December 31, 1997 2006, and the related consolidated statement of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, Xxxxx Xxxxxxxx LLP heretofore furnished to the Purchasers and the unaudited consolidated balance sheet each of the Seller and its Consolidated Subsidiaries as at June 30, 1998, and their related consolidated statements of income, stockholders' equity and cash flow of the Seller and its Consolidated Subsidiaries for the six-month period ended on such date heretofore furnished to the PurchasersLenders, are complete and correct and fairly present the consolidated financial condition of the Seller Borrower and its Consolidated Subsidiaries as at said dates date and the results of its operations for the such fiscal year and the six-month period on said datesyear, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustmentsadjustments and the absence of footnotes). Neither the Seller Borrower nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02. Since June 30the later of December 31, 19982006 or the end of the most recent fiscal year for which financial statements have been delivered to the Lenders pursuant to Section 8.01(a), there has been no change or event having a Material Adverse Effect. Since the date later of December 31, 2006 or the end of the Financial Statementsmost recent fiscal year for which financial statements have been delivered to the Lenders pursuant to Section 8.01(a), neither the business nor the Properties of the Seller Borrower or any of the Consolidated Subsidiaries, taken as a whole, Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The audited consolidated balance sheet of the Seller Guarantor and its Consolidated Subsidiaries as at December 31, 1997 31,1996 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller Guarantor and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, Deloitte & Touche LLP heretofore furnished to each of the Purchasers Lenders and the unaudited consolidated balance sheet of the Seller Guarantor and its Consolidated Subsidiaries as at June September 30, 1998, 1997 and their related consolidated statements of income, stockholders' equity and cash flow of the Seller Guarantor and its Consolidated Subsidiaries for the six-ninth month period ended on such date heretofore furnished to the PurchasersAgent, are complete and correct and fairly present the consolidated financial condition of the Seller Guarantor and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the six-ninth month period on said dates, all in accordance with GAAP, as applied on a consistent basis (subjectbasis(subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Seller Guarantor nor any Consolidated Subsidiary of its Subsidiaries has on the Closing Date any material Debt, Trade Payables, material contingent liabilities, material liabilities for taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02 of the Credit Agreement. Since June 30December 31, 19981996, there has been no change or event having a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Seller Guarantor or any of the Consolidated Subsidiaries, taken as a whole, its material Subsidiaries have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The audited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at December 31, 1997 1998 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, _________________ heretofore furnished to each of the Purchasers Lenders and the unaudited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at June September 30, 1998, 1999 and their related consolidated statements of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the sixnine-month period ended on such date heretofore furnished to the PurchasersAdministrative Agent, are complete and correct and fairly present the consolidated financial condition of the Seller Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the sixnine-month period on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Seller Borrower nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.02. Since June 30, 1998, there has been no change or event having a Material Adverse Effect7.02. Since the date of the Financial Statements, (a) neither the business nor the Properties of the Seller Borrower or any of the Consolidated Subsidiaries, taken as a whole, Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy, (b) there has been no material adverse change in or affecting the business, assets, operations, prospects or condition, financial or otherwise, of the Borrower and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes in the price of oil), and (c) the business of the Borrower and its Subsidiaries has been conducted only in the ordinary course consistent with past business practices.

Financial Condition. The audited consolidated and consolidating balance sheet sheets of the Seller Guarantor and its Consolidated Subsidiaries as at December 31, 1997 1995 and the related consolidated statement and consolidating statements of income, stockholders' partner's equity and cash flow of the Seller Guarantor and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, Xxxxxx Xxxxxxxx & Company heretofore furnished to the Purchasers Agent and the unaudited consolidated and consolidating balance sheet sheets of the Seller Guarantor and its Consolidated Subsidiaries as at June September 30, 1998, 1996 and their related consolidated and consolidating statements of income, stockholders' partner's equity and cash flow of the Seller Guarantor and its Consolidated Subsidiaries for the six-month 9 -month period ended on such date heretofore furnished to the PurchasersAgent, are complete and correct and fairly present the consolidated financial condition of the Seller Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the six9-month period on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Seller Borrower nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02. Since June September 30, 19981996, there has been no change or event having a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Seller Borrower or any of the Consolidated Subsidiaries, taken as a whole, Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The audited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at December 31, 1997 1999 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, Arthxx Xxxexxxx XXX heretofore furnished to each of the Purchasers Lenders and the unaudited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at June 30March 31, 1998, 2000 and their related consolidated statements of income, stockholders' equity and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the six-three month period ended on such date heretofore furnished to the PurchasersAdministrative Agent, are complete and correct and fairly present present, in all material respects, the consolidated financial condition of the Seller Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the six-three month period on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Seller Borrower nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02. Since June 30December 31, 19981999, there has been no change or event having which could reasonably be expected to have a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Seller Borrower or any of the Consolidated Subsidiaries, taken as a whole, Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The audited consolidated balance sheet of the Seller Guarantor and its Consolidated Subsidiaries as at December 31, 1997 1999 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller Guarantor and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, Waterhouse heretofore furnished to each of the Purchasers Lenders and the unaudited consolidated balance sheet of the Seller Guarantor and its Consolidated Subsidiaries as at June 30, 1998, 2000 and their related consolidated statements of income, stockholders' equity and cash flow of the Seller Guarantor and its Consolidated Subsidiaries for the six-month period ended on such date heretofore furnished to the PurchasersAgent, are complete and correct and fairly present the consolidated financial condition of the Seller Guarantor and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the six-month period on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Seller Guarantor nor any Consolidated Subsidiary of its Subsidiaries has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02 of the Credit Agreement. Since June 30December 31, 19981999, there has been no change or event having a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Seller or any of the Guarantor and its Consolidated Subsidiaries, taken as a whole, have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The audited consolidated balance sheet of the Seller Brigxxx Xxxloration and its Consolidated Subsidiaries as at December 31, 1997 1998 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller Brigxxx Xxxloration and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, Waterhouse heretofore furnished to each of the Purchasers Lenders and the unaudited consolidated balance sheet of the Seller Brigxxx Xxxloration and its Consolidated Subsidiaries as at June September 30, 19981999, and their related consolidated statements of income, stockholders' equity and cash flow of the Seller Brigxxx Xxxloration and its Consolidated Subsidiaries for the sixnine-month period ended on such date heretofore furnished to the PurchasersAgent, are complete and correct and fairly present the consolidated financial condition of the Seller Brigxxx Xxxloration and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the sixnine-month period on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Seller Brigxxx Xxxloration nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02. Since June 30December 31, 1998, there has been no change or event having a Material Adverse Effect, except as disclosed to the Lenders in writing. Since the date of the Financial Statements, neither the business nor the Properties of the Seller or any of the Brigxxx Xxxloration Consolidated Subsidiaries, taken as a whole, have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. (a) The audited consolidated balance sheet Company has heretofore furnished to each of the Seller Banks consolidated and consolidating balance sheets of the Company and its Consolidated Subsidiaries as at December 31, 1997 1995 and the related consolidated statement and consolidating statements of income, stockholdersshareholders' equity and cash flow flows of the Seller Company and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon (in the case of Price Waterhousesaid consolidated balance sheet and statements) of Ernst & Young L.L.P, heretofore furnished to the Purchasers and the unaudited consolidated and consolidating balance sheet sheets of the Seller Company and its Consolidated Subsidiaries as at June 30March 31, 1998, 1996 and their the related consolidated and consolidating statements of income, stockholdersshareholders' equity and cash flow flows of the Seller Company and its Consolidated Credit Agreement ---------------- Subsidiaries for the sixthree-month period ended on such date heretofore furnished to the Purchasersdate. All such financial statements present fairly, are complete and correct and fairly present in all material respects, the consolidated financial condition of the Seller Company and its Consolidated Subsidiaries Subsidiaries, and (in the case of said consolidating financial statements) the respective unconsolidated financial condition of the Company and of each of its Subsidiaries, as at said dates and the consolidated results of their operations, and (in the case of said consolidating statements) the respective unconsolidated results of operations of the Company and of each of its operations Subsidiaries, for the fiscal year and the sixthree-month period ended on said dates, all in accordance with GAAP, as applied on a consistent basis dates (subject, in the case of the interim such financial statementsstatements as at March 31, 1996, to normal year-end audit adjustments), all in accordance with generally accepted accounting principles and practices applied on a consistent basis. Neither None of the Seller Company nor any Consolidated Subsidiary of its Subsidiaries has on the Closing Date date hereof any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements said financial statements (or in Schedule 4.02the notes thereto) as at said dates. Since June 30December 31, 19981995, there has been no material adverse change in the consolidated financial condition, operations or event having a Material Adverse Effect. Since the date business of the Financial Statements, neither the business nor the Properties of the Seller or any of the Consolidated Subsidiaries, Company and its Subsidiaries taken as a whole, have been materially and adversely affected whole from that set forth in said financial statements as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemyat said date.

Financial Condition. (a) The audited consolidated balance sheet of the Seller and its Consolidated Subsidiaries Borrower as at December 3127, 1997 2005 and December 28, 2004 and the related consolidated statement of income, stockholders' ’ equity and cash flow flows of the Seller and its Consolidated Subsidiaries Borrower for the fiscal year years ended on said dateDecember 27, 2005, December 28, 2004 and December 30, 2003 (collectively, the “Closing Date Financial Statements”) with the opinion thereon of Price Waterhouse, KPMG heretofore furnished to the Purchasers and the unaudited consolidated balance sheet of the Seller and its Consolidated Subsidiaries as at June 30, 1998, and their related consolidated statements of income, stockholders' equity and cash flow of the Seller and its Consolidated Subsidiaries for the six-month period ended on such date heretofore furnished to the Purchasers, Administrative Agent are complete and correct and fairly present the consolidated financial condition of the Seller and its Consolidated Subsidiaries Borrower as at said dates and the results of its operations for the such fiscal year and the six-month period on said dates, years all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments)basis. Neither the Seller Borrower nor any Consolidated Subsidiary of its Subsidiaries has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward Debt in excess of $1,000,000 individually or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentsin excess of $5,000,000 in the aggregate, except as referred to or reflected or provided for in the Closing Date Financial Statements or in Schedule 4.027.02. Since June 30On the Closing Date, 1998since the date of the latest balance sheet included in the Closing Date Financial Statements there has not occurred or become known to any Company any circumstance, change in or effect on the Borrower and its Subsidiaries’ business of owning and operating retail food service establishments at various locations in the United States, the Borrower or any Subsidiary that, individually or in the aggregate with all other circumstances, changes in or effects on such business, the Borrower or any Subsidiary, is or is reasonably likely to be materially adverse to such business, franchise relationships, results of operations or the financial condition of the Borrower and its Subsidiaries taken as a whole (any of the foregoing, a “Material Adverse Change”); provided that none of the following shall be considered in determining whether there has been a Material Adverse Change: (i) changes in general economic conditions, (ii) changes in laws or interpretations thereof by any governmental authority, (iii) changes in generally accepted accounting principles, or (iv) changes in current conditions caused by acts of terrorism or war (whether or not pending, threatened or declared) occurring after March 3, 2006, which, in the case of each of clauses (i)-(iv), do not materially disproportionately affect the Borrower and its Subsidiaries relative to other Persons operating in the same industry. On all dates after the Closing Date, since the date of the latest balance sheet included in the Closing Date Financial Statements, there has been no change or event having a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Seller or any of the Consolidated Subsidiaries, taken as a whole, have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The audited consolidated balance sheet of the Seller and its Consolidated Subsidiaries Borrower as at December 31, 1997 2005 and the related consolidated statement of income, stockholders' ’ equity and cash flow of the Seller and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, a Registered Public Accounting Firm heretofore furnished to the Purchasers and the unaudited consolidated balance sheet each of the Seller and its Consolidated Subsidiaries as at June 30, 1998, and their related consolidated statements of income, stockholders' equity and cash flow of the Seller and its Consolidated Subsidiaries for the six-month period ended on such date heretofore furnished to the PurchasersLenders, are complete and correct and fairly present the consolidated financial condition of the Seller Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year year, all in accordance with GAAP, as applied on a consistent basis. The unaudited consolidated balance sheet of the Borrower as at March 31, 2006 and the six-month period related consolidated statement of income, stockholders’ equity and cash flow for the portion of the fiscal year ended on such date are complete and correct and fairly present the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at said datesdate, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, subject to normal year-end adjustments). Neither the Seller Borrower nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments other than those customary in Borrower’s business or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02. Since June 30March 31, 19982006, there has been no change or event having that could reasonably be expected to have a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Seller Borrower or any of the Consolidated Subsidiaries, taken as a whole, Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemyenemy where such event or matter could reasonably be expected to result in a Material Adverse Effect. Since the date of the Financial Statements, no Internal Control Event has occurred.

Financial Condition. The audited consolidated balance sheet financial statements of the Seller MMR and its Consolidated Subsidiaries as at December 31, 1997 1999, and the balance sheet of the Borrower and its Consolidated Subsidiaries as at December 31, 1999 and the related consolidated statement of income, stockholders' equity member's capital and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the fiscal year ended on said date, in each case as included in the consolidating statements of MMR and its Consolidated Subsidiaries as of said date with the opinion thereon of Price Waterhouse, Xxxxxx Xxxxxxxx LLP heretofore furnished to each of the Purchasers Lenders and the unaudited consolidated balance sheet of the Seller Borrower and its Consolidated Subsidiaries as at June 30March 31, 1998, 2000 and their the related consolidated statements of income, stockholders' equity members capital and cash flow of the Seller Borrower and its Consolidated Subsidiaries for the sixthree-month period ended on such date heretofore furnished to the PurchasersAgent, are complete and correct and fairly present the consolidated financial condition of the Seller Borrower and its Consolidated Subsidiaries as at said dates date and the results of its operations for the fiscal year and the six-three- month period ended on said datesdate, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Seller Borrower nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, in each case, that would be required to be reserved for in the Financial Statements in accordance with GAAP, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.027.02. Since June 30Except as set forth on Schedule 7.10, 1998since March 31, 2000, there has been no change or event having a Material Adverse Effect. Since Except as set forth on Schedule 7.10, since the date of the Financial Statements, neither the business nor the Properties of the Seller Borrower or any of the Consolidated Subsidiaries, taken as a whole, Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.