Common use of Financial Condition Clause in Contracts

Financial Condition. (a) The consolidated balance sheet of the Company and its consolidated Subsidiaries as of December 31, 2006, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then ended, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. (a) The consolidated balance sheet of the Company AmerisourceBergen and its consolidated Consolidated Subsidiaries (which shall include the Servicer) as of December 31, 2006, at the most recent Fiscal Year end and the related consolidated statements of income and cash flows of the Company AmerisourceBergen and its consolidated Consolidated Subsidiaries for the fiscal year then ended, reported on certified by Ernst & Young LLP, independent public accountants, copies or another nationally recognized firm of which have been furnished independent accountants, are available as a matter of public record. The Servicer will cause AmerisourceBergen to provide on the date of such public filing or the next succeeding Business Day a certificate to the Administrative Agent Administrator (which shall promptly forward a copy to each Purchaser Agent), that such balance sheet and the Lenders prior to the date hereof, statements of income and cash flows fairly present fairly, in all material respects, the consolidated financial condition position of the Company AmerisourceBergen and its consolidated Consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and consolidated cash flows of AmerisourceBergen and its consolidated Consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) GAAP. The unaudited consolidated balance sheets sheet of the Company AmerisourceBergen and its consolidated Consolidated Subsidiaries as of September 30, 2007, at most recent fiscal quarter end and the related consolidated unaudited statements of income and cash flows of the Company AmerisourceBergen and its consolidated Consolidated Subsidiaries for the fiscal period periods then ended, copies ended are available as a matter of which have been furnished public record. The Servicer will cause AmerisourceBergen to provide on the date of such public filing or the next succeeding Business Day a certificate to the Administrative Agent on or prior Administrator (which shall promptly forward a copy to the date hereofeach Purchaser Agent), that such balance sheet and statements of income and cash flows fairly present fairly, in all material respects, the consolidated financial condition position of the Company AmerisourceBergen and its consolidated Consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and consolidated cash flows of AmerisourceBergen and its consolidated Consolidated Subsidiaries for the period periods ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesGAAP. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. (a) The Audited Financial Statements (i) have been audited by KPMG LLP, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and (iii) present fairly (on the basis disclosed in the footnotes to such financial statements) in all material respects the consolidated balance sheet financial condition, results of the Company and its consolidated Subsidiaries as of December 31, 2006, and the related consolidated statements of income operations and cash flows of the Company Consolidated Parties as of such date and its consolidated Subsidiaries for such periods. The unaudited interim balance sheets of the fiscal year then endedConsolidated Parties as at the end of, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders related unaudited interim statements of earnings and of cash flows for, each quarterly period ended after December 31, 2017 and prior to the date hereofRestatement Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and (ii) present fairly, fairly (on the basis disclosed in the footnotes to such financial statements) in all material respectsrespects the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. Except for the Merger, during the period from December 31, 2017 to and including the Restatement Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Company Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all has not otherwise been disclosed in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating writing to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of Lenders on or prior to December 31the Restatement Date. As of the Restatement Date, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent the Borrowers and their Subsidiaries have no material liabilities (iicontingent or otherwise) that are not reflected in the manner foregoing financial statements or in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesnotes thereto. (b) The financial statements delivered pursuant to Section 6.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 6.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated balance sheets financial condition, results of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income operations and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies Consolidated Parties as of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesperiods. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. (aA) The Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) the audited consolidated and consolidating balance sheet sheets of the Company Lessee and its consolidated Subsidiaries as of at December 31, 20061996, and the related consolidated and consolidating statements of income income, stockholders' equity and cash flows of the Company Lessee and its consolidated Subsidiaries for the fiscal year then ended, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions unaudited consolidated and related ceiling test impairment charges. (b) The consolidated consolidating balance sheets of the Company Lessee and its consolidated Subsidiaries as of September 30at March 31, 2007, 1997 and the related unaudited consolidated and consolidating statements of income income, stockholders' equity and cash flows of the Company Lessee and its consolidated Subsidiaries for the fiscal period three months then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereofsubject, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of any such unaudited statements financial statements, to changes resulting from audit and normal year-end audit adjustments adjustments. Neither Lessee nor any of its Subsidiaries has (and reduced footnote disclosurewill not following the Initial Borrowing Date) have any Contingent Obligation, excluding contingent liability or liability for purposes taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of this representation Lessee or any of its Subsidiaries. (B) Except as fully disclosed in the effect financial statements delivered pursuant to Section 5(c)(A), there were as of any subsequent revisions the Initial Borrowing Date no liabilities or restatements thereto that may be required by the SEC obligations with respect to Lessee and its Subsidiaries of any nature whatsoever (iwhether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to Lessee and its Subsidiaries taken as a whole. As of the accounting treatment relating to Initial Borrowing Date, Lessee does not know of any basis for the negative revision assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the proven reserves of crude oil and natural gas of the Company effected as of or prior financial statements delivered pursuant to December 31Section 5(c)(A) which, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 either individually or in the annual aggregate, could reasonably be expected to be material to Lessee and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), its Subsidiaries taken as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effecta whole.

Financial Condition. Each of the Borrowers and the Guarantor has heretofore furnished to the Agent a copy of (ai) The its consolidated balance sheet and the consolidated balance sheets of the Company and its consolidated Subsidiaries as for the fiscal year of the Borrowers ended December 31, 2006, 2003 and the related consolidated statements of income and retained earnings and of cash flows for the Borrowers, the Guarantor and their consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of KPMG, LLC and (ii) its consolidated balance sheet and the Company and consolidated balance sheets of its consolidated Subsidiaries for the three most recently ended quarterly fiscal year then ended, reported on by Ernst & Young LLP, independent public accountants, copies periods of which have been furnished to the Administrative Agent Borrowers and the Lenders prior to related consolidated statements of income and retained earnings and of cash flows for the date hereofBorrowers, present fairlythe Guarantor and their consolidated Subsidiaries for such quarterly fiscal periods, setting forth in each case in comparative form the figures for the previous year. All such financial statements fairly present, in all material respects, the consolidated financial condition of the Company Borrowers, the Guarantor and its consolidated their Subsidiaries as at such date and the consolidated results of the their operations of the Company as at such dates and its consolidated Subsidiaries for the period ended on such datefiscal periods, all in accordance with GAAP consistently applied (except as approved by on a consistent basis. Since the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas date of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006most recently delivered financials, there has been no Material Adverse Effectmaterial adverse change in the consolidated business, operations or financial condition of the Borrowers, the Guarantor and their consolidated Subsidiaries taken as a whole from that set forth in said financial statements.

Financial Condition. (a) The consolidated balance sheet of the Company and its consolidated Subsidiaries as of December 31, 20062005, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then ended, reported on by Ernst & Young PricewaterhouseCoopers LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein)) , excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30March 31, 20072006, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 20062005, there has been no Material Adverse Effect.

Financial Condition. The audited combined balance sheets, statements of income and statements of cash flows of Speedway Motorsports for the year ended December 31, 2018 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (c) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated balance sheet Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the Company fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of December 31such date and for such periods. During the period from June 30, 20062019 to and including the Effective Date, and the related consolidated statements there has been no sale, transfer or other Asset Disposition by it or any of income and cash flows its Subsidiaries of any material part of the Company business or property of Speedway Motorsports and its consolidated Subsidiaries for the fiscal year then endedSubsidiaries, reported on taken as a whole, and no purchase or other acquisition by Ernst & Young LLP, independent public accountants, copies any of which have been furnished them of any business or property (including any Capital Stock of any other person) material in relation to the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respects, the consolidated combined financial condition of the Company Speedway Motorsports and its consolidated Subsidiaries Subsidiaries, taken as at such date and a whole, in each case which is not reflected in the consolidated results of foregoing financial statements or in the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all notes thereto or has not otherwise been disclosed in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating writing to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent Lenders on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. (a) The consolidated balance sheet of the Company EPC and its consolidated Subsidiaries as of at December 31, 20062004, and the related consolidated statements of income and cash flows of the Company EPC and its consolidated Subsidiaries for the fiscal year then ended, reported on by Ernst & Young PricewaterhouseCoopers LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company EPC and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company EPC and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company EPC effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company EPC reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company EPC and its consolidated Subsidiaries as of September at March 31, 2005 and June 30, 20072005, and the related consolidated statements of income and cash flows of the Company EPC and its consolidated Subsidiaries for the fiscal period periods then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company EPC and its consolidated Subsidiaries as at such date dates and the consolidated results of the operations of the Company EPC and its consolidated Subsidiaries for the period periods ended on such datedates, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosureadjustments, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company EPC effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company EPC reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as permitted under Sections 8.2 and Section 8.4, EPPG does not have any Debt outstanding other than Debt owing to the Lenders or to EPC or any of its Subsidiaries. (d) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”)5.5, as of the Effective Date, since December 31, 20062004, there has been no Material Adverse Effect.

Financial Condition. (aA) The Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) the audited consolidated and consolidating balance sheet sheets of the Company Lessee and its consolidated Subsidiaries as of at December 31, 20061996, and the related consolidated and consolidating statements of income income, stockholders' equity and cash flows of the Company Lessee and its consolidated Subsidiaries for the fiscal year then ended, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions unaudited consolidated and related ceiling test impairment charges. (b) The consolidated consolidating balance sheets of the Company Lessee and its consolidated Subsidiaries as of September at June 30, 2007, 1997 and the related unaudited consolidated and consolidating statements of income income, stockholders' equity and cash flows of the Company Lessee and its consolidated Subsidiaries for the fiscal period three months then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereofsubject, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of any such unaudited statements financial statements, to changes resulting from audit and normal year-end audit adjustments adjustments. Neither Lessee nor any of its Subsidiaries has (and reduced footnote disclosurewill not following the Initial Borrowing Date) have any Contingent Obligation, excluding contingent liability or liability for purposes taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of this representation Lessee or any of its Subsidiaries. (B) Except as fully disclosed in the effect financial statements delivered pursuant to Section 5(c)(A), there were as of any subsequent revisions the Initial Borrowing Date no liabilities or restatements thereto that may be required by the SEC obligations with respect to Lessee and its Subsidiaries of any nature whatsoever (iwhether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to Lessee and its Subsidiaries taken as a whole. As of the accounting treatment relating to Initial Borrowing Date, Lessee does not know of any basis for the negative revision assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the proven reserves of crude oil and natural gas of the Company effected as of or prior financial statements delivered pursuant to December 31Section 5(c)(A) which, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 either individually or in the annual aggregate, could reasonably be expected to be material to Lessee and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), its Subsidiaries taken as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effecta whole.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Company Borrower and its consolidated Subsidiaries together with the related consolidated statements of income as at on or about December 31, 2006 (the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to each Lender party hereto as of the Closing Date, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Acquisition and the Equity Contribution, (ii) the Loans to be made and the Unsecured Notes to be issued on or before the Closing Date and the use of proceeds thereof and (iii) the Transactions Costs. The Pro Forma Financial Statements have been prepared based on the best information available to the Borrower as of the date of delivery thereof and presents fairly in all material respects on a pro forma basis the estimated financial position of the Borrower and its consolidated Subsidiaries as of at on or about December 31, 2006, 2006 assuming that the events specified in the preceding sentence had actually occurred at such date (except in each case for the effects of fair value adjustments to the acquired tangible and intangible assets and liabilities required by purchase accounting principles). (b) The audited consolidated balance sheets and the related consolidated statements of income and of cash flows of the Company and its consolidated Subsidiaries for the fiscal year then ended, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company (i) IAAI and its consolidated Subsidiaries as at such date on or about December 31, 2006, on or about December 31, 2005 and the consolidated results of the operations of the Company on or about December 31, 2004, reported on by and accompanied by an unqualified report from KPMG LLP, and (ii) ADESA and its consolidated Subsidiaries as at on or about December 31, 2006 reported on by and accompanied by an unqualified report from KPMG LLP, and as at on or about December 31, 2005 and on or about December 31, 2004, reported on by and accompanied by an unqualified report from PricewaterhouseCoopers LLP, in each case present fairly in all material respects the consolidated financial condition of IAAI and its consolidated Subsidiaries and ADESA and its consolidated Subsidiaries, as the case may be, as at such dates and their consolidated results of operations and consolidated cash flows for the period ended on fiscal years then ended. All such datefinancial statements, all including the related schedules and notes (if any) thereto, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as approved by the chief financial officer aforementioned firms of such entity accountants and as disclosed therein). As of the Closing Date, excluding for purposes no Group Member has any material Guarantee Obligations, contingent liabilities or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this representation the effect of any subsequent revisions or restatements thereto that may be required paragraph other than as contemplated by the SEC with respect to (i) Loan Documents and Related Agreements. During the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of period from on or prior to about December 31, 2003 by an amount equal 2006 to approximately 1.83 trillion cubic feet equivalent and (ii) including the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, Closing Date there has been no Material Adverse EffectDisposition by IAAI or ADESA or any of their respective Subsidiaries of any material part of their respective business or property other than the Acquisition or pursuant to any Permitted Securitization.

Financial Condition. (a) The consolidated balance sheet of the Company and its consolidated Subsidiaries as of at December 31, 20062003, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then ended, reported on by Ernst & Young PricewaterhouseCoopers LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September at March 31, 2004 and June 30, 20072004, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period periods then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date dates and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period periods ended on such datedates, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosureadjustments, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as specifically disclosed in the Company’s current reports on Form 8-K dated February 17, 2004, May 3, 2004 and August 10, 2004 and except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 20062003, there has been no Material Adverse Effect.

Financial Condition. (a) The audited consolidated balance sheet sheets of the Company VWR and its consolidated Subsidiaries as of December 31, 20062001, December 31, 2002 and December 31, 2003 and the related consolidated statements of income income, shareholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then endedyears ended on such dates, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to the date hereofaccompanied by unqualified reports from KPMG, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date date, and the consolidated results of operations and consolidated cash flows for the operations respective fiscal years then ended, of the Company VWR and its consolidated Subsidiaries for Subsidiaries. All such financial statements, including the period ended on such daterelated schedules and notes thereto, all have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby (except as approved by the chief financial officer of a Responsible Officer, and disclosed in any such entity schedules and as disclosed therein)notes, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating and subject to the negative revision in omission of footnotes from such unaudited financial statements). During the proven reserves of crude oil and natural gas of the Company effected as of or prior to period from December 31, 2003 to and including the Closing Date, except as provided in the Acquisition Agreement and in connection with the consummation of the Transactions, there has been no sale, transfer or other disposition by an amount equal to approximately 1.83 trillion cubic feet equivalent VWR International Corporation and its consolidated Subsidiaries of any material part of the business or property of VWR and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (iiincluding any Capital Stock of any other Person) the manner material in which the Company reported changes relation to the accounting for various hedging transactions consolidated financial condition of VWR and related ceiling test impairment chargesits consolidated Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (b) The pro forma balance sheet and statements of operations of VWR International, Inc. and its consolidated Subsidiaries (the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to each Lender, are the balance sheets sheet and statements of the Company operations of VWR International, Inc. and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure UpdatePro Forma Date”), adjusted to give effect (as if such events had occurred on such date for purposes of the Effective balance sheet and on January 1, 2003 for purposes of the statement of operations), to the consummation of the Transaction, and the Extensions of Credit hereunder on the Closing Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. (a) The audited consolidated balance sheet sheets of the Company Holding and its consolidated Subsidiaries as of December 31, 20062014, December 31, 2015 and December 31, 2016 and the related consolidated statements of income income, shareholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then endedyears ended on such dates, reported on by and accompanied by unqualified reports from Ernst & Young LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respects, the consolidated financial condition as at such date, and the consolidated results of operations and consolidated cash flows for the Company respective fiscal years then ended, of Holding and its consolidated Subsidiaries. The unaudited consolidated balance sheet of Holding and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 20072017, and the related unaudited consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal nine-month period then ended, copies of which have been furnished to the Administrative Agent ended on or prior to the date hereofsuch date, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date date, and the consolidated results of operations and consolidated cash flows for the operations nine-month period then ended, of the Company Holding and its consolidated Subsidiaries for (subject to the period ended on omission of footnotes and normal year-end audit and other adjustments). All such datefinancial statements, all including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby (except with respect to the schedules and notes thereto, as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas a Responsible Officer of the Company effected as of or prior to Borrower, and disclosed in any such schedules and notes). During the period from December 31, 2003 by an amount equal 2016 to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of including the Effective Date, since December 31, 2006, there has been no Material Adverse Effectsale, transfer or other disposition by Holding and its consolidated Subsidiaries of any material part of the business or property of Holding and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of Holding and its consolidated Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Date.

Financial Condition. (a) The consolidated balance sheet of the Company and its consolidated Subsidiaries as of December 31, 20062010, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then ended, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30March 31, 20072011, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 20062010, there has been no Material Adverse Effect.

Financial Condition. (a) The Borrower has delivered to the Administrative Agent (i) a consolidated and consolidating balance sheet of the Company Borrower and its consolidated Subsidiaries as at the end of the fiscal year ended December 31, 20062013, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows of for such fiscal year, setting forth in each case in comparative form the Company and its consolidated Subsidiaries figures for the previous fiscal year then endedyear, reported on all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by Ernst & Young LLP, a report and opinion of an independent certified public accountants, copies accountant of which have been furnished nationally or regionally recognized standing reasonably acceptable to the Administrative Agent Agent, which report and the Lenders prior opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the date hereofscope of such audit, present fairlyand such consolidating statements to be certified by the chief executive officer or chief financial officer of the Borrower, to the effect that (A) such statements fairly present, in all material respects, the consolidated financial condition condition, results of operations, shareholders’ equity and cash flows of the Company Borrower and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied GAAP, and (B) there were no material contingent obligations, liabilities for taxes, unusual forward or long-term commitments, or unrealized or anticipated losses of the Borrower and its Subsidiaries, except as approved disclosed therein and adequate reserves for such items have been made in accordance with GAAP, (ii) a copy of the management discussion and analysis with respect to such financial statements, and (iii) a duly completed Compliance Certificate signed by the chief financial officer officer, treasurer, controller, or manager of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas finance of the Company effected Borrower, setting forth the calculations of, among other things, the Leverage Ratio, the Fixed Charge Coverage Ratio, and Capital Expenditures, in each case, as of or prior to the fiscal year ended December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges2013. (b) The Borrower has delivered to the Administrative Agent consolidated balance sheets of the Company unaudited financial statements for United Centrifuge and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished year 2013. The financial statements referred to in the Administrative Agent on or prior to the date hereof, present fairlypreceding sentence fairly present, in all material respects, the consolidated financial condition of the Company United Centrifuge and its consolidated Subsidiaries as at such on the date thereof and the consolidated results of the their operations of the Company and its consolidated Subsidiaries cash flows for the period periods then ended on such date, all and have been prepared in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein)GAAP, subject in the case of such unaudited statements only to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes the absence of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas footnotes. As of the Company effected date of the aforementioned financial statements, there were no material contingent obligations, liabilities for taxes, unusual forward or long term commitments, or unrealized or anticipated losses of the applicable Persons, except as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent disclosed therein and (ii) the manner adequate reserves for such items have been made in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesaccordance with GAAP. (c) Except as set forth in Schedule 4.05 or in Since the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Closing Date, since December 31after giving pro forma effect to the Transactions, 2006, there has been no event or circumstance that could reasonably be expected to cause a Material Adverse EffectChange has occurred.

Financial Condition. (a) The There have been furnished to each of the Lenders (i) consolidated balance sheet sheets of the Company ▇▇▇▇ and its consolidated Subsidiaries as of December July 31, 20062011, and the related a consolidated statements statement of income operations and consolidated statement of cash flows flow of the Company ▇▇▇▇ and its consolidated Subsidiaries for the fiscal year then ended, reported on certified by Ernst & Young LLP, independent public accountants, copies and (ii) an unaudited consolidated and consolidating balance sheet of which have been furnished to the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company ▇▇▇▇ and its consolidated Subsidiaries as at such date of April 30, 2012, and the an unaudited consolidated results statement of the operations and consolidated statement of the Company cash flow of ▇▇▇▇ and its consolidated Subsidiaries for the period ended on such datethen ended. Such balance sheets, all statements of operations and statements of cash flow have been prepared in accordance with GAAP consistently applied (except and fairly present in all material respects the financial condition of ▇▇▇▇ and its Subsidiaries as approved by at the chief financial officer close of business on the dates thereof and the results of operations for the periods then ended, subject, in the case of such entity unaudited consolidated balance sheet, unaudited consolidated statement of operations and unaudited consolidated statement of cash flow, to year-end adjustments, and except that there are no notes to such financial statements. There are no contingent liabilities that are likely to become fixed obligations of ▇▇▇▇ or any of its Subsidiaries as disclosed therein)of such dates involving material amounts, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating known to the negative revision in the proven reserves of crude oil and natural gas Financial Officers of the Company effected as of or prior to December 31Loan Parties, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent which were not disclosed in such balance sheets and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and notes related ceiling test impairment chargesthereto. (b) The projected consolidated balance sheets and cash flow statements of the Company ▇▇▇▇ and its consolidated Subsidiaries have been prepared in good faith, are based upon estimates and assumptions which the Borrowers deem reasonable as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, have been prepared on the consolidated financial condition basis of the Company assumptions stated therein and reflect the reasonable estimates of ▇▇▇▇ and its consolidated Subsidiaries as at such date and of the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed other information projected therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December From July 31, 20062011, there has been no event or occurrence which has had a Material Adverse Effect.

Financial Condition. (a) The audited consolidated balance sheet sheets of the Company and its consolidated Subsidiaries Recapitalized Business (it being understood that the reporting entity is RSC) as of December 31, 20062004 and December 31, 2005 and the related consolidated statements of income income, shareholders’ equity and cash flows of the Company and its consolidated Subsidiaries Recapitalized Business (it being understood that the reporting entity is RSC) for the fiscal year then endedyears ended as of December 31, 2003, December 31, 2004 and December 31, 2005, reported on by Ernst & Young and accompanied by unqualified reports from KPMG LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date date, and the consolidated results of operations and consolidated cash flows for the operations respective fiscal years then ended, of the Company Recapitalized Business. All such financial statements, including the related schedules and its consolidated Subsidiaries for the period ended on such datenotes thereto, all have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby (except as approved by a Responsible Officer and disclosed in any such schedules and notes). During the chief financial officer period from December 31, 2005 to and including the Closing Date, except as provided in the Recapitalization Agreement and in connection with the consummation of such entity and as disclosed therein)the Transaction, excluding for purposes of this representation there has been no sale, transfer or other disposition by the effect Recapitalized Business of any subsequent revisions material part of the business or restatements thereto that may be required property of the Recapitalized Business, and no purchase or other acquisition by the SEC with respect to it of any business or property (iincluding any Capital Stock of any other Person) the accounting treatment relating material in relation to the negative revision consolidated financial condition of the Recapitalized Business which is not reflected in the proven reserves of crude oil foregoing financial statements or in the notes thereto and natural gas of has not otherwise been disclosed in writing to the Company effected as of Lenders on or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesClosing Date. (b) The consolidated pro forma balance sheets sheet and statements of operations of the Company Recapitalized Business and its consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, are the balance sheet and statements of operations of the Recapitalized Business and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal 2005, adjusted to approximately 1.83 trillion cubic feet equivalent give effect (as if such events had occurred on such date for the purposes of the balance sheet and (iion January 1, 2005 for the purposes of the statement of operations) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as consummation of the Effective Date, since December 31, 2006, there has been no Material Adverse EffectTransaction.

Financial Condition. (a) The unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries BSPRT as of at December 31, 20062019, and the related consolidated statements of income and retained earnings and of cash flows for the fiscal quarter ended on such date, copies of which have heretofore been furnished to each Lender, present fairly in accordance with GAAP (to the Company extent applicable) the consolidated financial condition of BSPRT and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal quarter then ended. (b) The audited consolidated balance sheet of BSPRT as at September 30, 2019, and the related consolidated statement of income and retained earnings and of cash flows for the fiscal year ended on such date, reported on by and accompanied by an unqualified report from Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, present fairly in accordance with GAAP (to the extent applicable) the consolidated financial condition of BSPRT and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal year then ended, reported on by Ernst & Young LLPand show all material indebtedness and other liabilities, independent public accountantsdirect or contingent, copies of which the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) All such financial statements, including the related schedules and notes thereto, have been furnished to the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all prepared in accordance with GAAP applied consistently applied (except as approved by throughout the chief financial officer of such entity and as disclosed therein)periods involved, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31subject, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements the quarterly financial statements, to normal year-end audit adjustments and reduced footnote disclosurethe absence of footnotes. The Loan Parties do not have any material Guarantee Obligations (other than pursuant to this Agreement), excluding contingent liabilities and liabilities for purposes taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of this representation the effect of any subsequent revisions or restatements thereto derivatives, that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision are not reflected in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports most recent financial statements referred to in Section 4.07 (collectivelythis paragraph. During the period from September 30, 2019 to and including the “Disclosure Update”), as of the Effective Date, since December 31, 2006, date hereof there has been no Material Adverse EffectDisposition by BSPRT and its Subsidiaries of any material part of its business or Property.

Financial Condition. (a) The Company has heretofore furnished to each of the Banks consolidated and consolidating balance sheet sheets of the Company and its consolidated Subsidiaries as of at December 31, 2006, 1997 and the related consolidated and consolidating statements of income income, shareholders' equity and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then endedended on said date, reported on by Ernst with the opinion thereon (in the case of said consolidated balance sheet and statements) of Deloitte & Young Touche LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to unaudited consolidated and consolidating balance sheets of the date hereofCompany and its Subsidiaries as at March 31, 1998 and the related consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and its Subsidiaries for the three-month period ended on such date. All such financial statements present fairly, in all material respects, the consolidated financial condition of the 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 such date 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 consolidated Subsidiaries Subsidiaries, for the fiscal year and three-month period ended on said dates (subject, in the case of such datefinancial statements as at March 31, 1998, to normal year-end audit adjustments), all in accordance with GAAP consistently generally accepted accounting principles and practices applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas on a consistent basis. None of the Company effected nor any of its Subsidiaries has on the Effective Date any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as of referred to or prior to reflected or provided for in said financial statements (or in the notes thereto) as at said dates. Since December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) 1997, there has been no material adverse change in the manner in which consolidated financial condition, operations, business or prospects of the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesits Subsidiaries taken as a whole from that set forth in said financial statements as at said date. (b) The consolidated balance sheets Company has heretofore furnished to each of the Banks the annual and quarterly Statutory Statements of the Company (consolidated) and of each of its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Insurance Subsidiaries for the fiscal year ended December 31, 1997 and for the quarterly fiscal period then endedended March 31, copies of which have been furnished to 1998 as filed with the Administrative Agent on or prior to the date hereof, Applicable Insurance Regulatory Authority. All such Statutory Statements present fairly, in all material respects, the consolidated financial condition of the Company (consolidated) and of each Insurance Subsidiary, respectively, as at the respective dates thereof and its consolidated Subsidiaries as at such date results of operations through fiscal year ended on December 31, 1997 and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the quarterly fiscal period ended on such dateMarch 31, all 1998, in accordance with GAAP consistently applied (except as approved statutory accounting practices prescribed or permitted by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesApplicable Insurance Regulatory Authority. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. The audited consolidated balance sheets of the Parent and its Subsidiaries (aincluding (x) the Securitization Manager and, if any, the subsidiary acting in a capacity analogous to the Securitization Manager pursuant to any Additional Securitization Arrangements and (y) the Specified Unrestricted Foreign Entities) as of December 31, 2010 and December 31, 2009 and the related statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the Parent and its Subsidiaries (including (x) the Securitization Manager and, if any, the subsidiary acting in a capacity analogous to the Securitization Manager pursuant to any Additional Securitization Arrangements and (y) the Specified Unrestricted Foreign Entities) as of such dates, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Company Parent and its consolidated Subsidiaries (including (x) the Securitization Manager and, if any, the subsidiary acting in a capacity analogous to the Securitization Manager pursuant to any Additional Securitization Arrangements and (y) the Specified Unrestricted Foreign Entities) as of December March 31, 20062011, and the related unaudited consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then ended, reported three-month period ended on by Ernst & Young LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to the such date hereof, present fairly, fairly in all material respects, respects the consolidated financial condition of the Company Parent and its consolidated Subsidiaries (including (x) the Securitization Manager and, if any, the subsidiary acting in a capacity analogous to the Securitization Manager pursuant to any Additional Securitization Arrangements and (y) the Specified Unrestricted Foreign Entities) as at of such date date, and the consolidated results of the its operations of the Company and its consolidated Subsidiaries cash flows for the three-month period then ended on (subject to normal year-end audit adjustments). All such datefinancial statements, all including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as approved by the chief financial officer aforementioned firm of such entity accountants and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to . The Parent and its Subsidiaries (iincluding (x) the accounting treatment relating Securitization Manager and, if any, the subsidiary acting in a capacity analogous to the negative revision Securitization Manager pursuant to any Additional Securitization Arrangements and (y) the Specified Unrestricted Foreign Entities) do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the proven reserves of crude oil and natural gas of most recent financial statements referred to in this paragraph. During the Company effected as of or prior to period from December 31, 2003 by an amount equal 2010 to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to including the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, hereof there has been no Material Adverse EffectDisposition by the Parent of any material part of its business or Property.

Financial Condition. (a) The audited consolidated balance sheet sheets of the Company Hertz and its consolidated Subsidiaries as of December 31, 20062002, December 31, 2003 and December 31, 2004 and the related consolidated statements of income income, shareholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then endedyears ended on such dates, reported on by Ernst & Young and accompanied by unqualified reports from PricewaterhouseCoopers LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date date, and the consolidated results of operations and consolidated cash flows for the operations respective fiscal years then ended, of the Company Parent Borrower and its consolidated Subsidiaries for Subsidiaries. All such financial statements, including the period ended on such daterelated schedules and notes thereto, all have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby (except as approved by a Responsible Officer, and disclosed in any such schedules and notes, and subject to the chief omission of footnotes from such unaudited financial officer statements). During the period from December 31, 2004 to and including the Closing Date, except as provided in the Acquisition Agreement and in connection with the consummation of such entity the Transactions, there has been no sale, transfer or other disposition by the Parent Borrower and as disclosed therein), excluding for purposes of this representation the effect its consolidated Subsidiaries of any subsequent revisions material part of the business or restatements thereto that may be required property of the Parent Borrower and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by the SEC with respect to any of them of any business or property (iincluding any Capital Stock of any other Person) the accounting treatment relating material in relation to the negative revision consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries, taken as a whole, in each case, which is not reflected in the proven reserves of crude oil foregoing financial statements or in the notes thereto and natural gas of has not otherwise been disclosed in writing to the Company effected as of Lenders on or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesClosing Date. (b) The consolidated pro forma balance sheets sheet and statements of operations of the Company Parent Borrower and its consolidated Subsidiaries (the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to each Lender, are the balance sheet and statements of operations of the Parent Borrower and its consolidated Subsidiaries as of September 30December 31, 20072004 (the “Pro Forma Date”), adjusted to give effect (as if such events had occurred on such date for purposes of the balance sheet and on January 1, 2004 for purposes of the statement of operations), to the consummation of the Transactions, and the related consolidated statements Extensions of income and cash flows of Credit hereunder on the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesClosing Date. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. (a) The audited consolidated balance sheet sheets of the Company Parent and its consolidated Subsidiaries and the Borrower and its consolidated Subsidiaries (including, in each case, (x) the Securitization Manager, if applicable, and, if any, the subsidiary acting in a capacity analogous to the Securitization Manager pursuant to any Additional Securitization Arrangements and (y) the Specified Unrestricted Foreign Entities) as of December 31, 2006, 2017 and the related consolidated statements of income and of cash flows of the Company and its consolidated Subsidiaries for the fiscal year then endedyears ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to the date hereof, present fairly, fairly in all material respects, respects the consolidated financial condition of the Company Parent and its consolidated Subsidiaries and the Borrower and its consolidated Subsidiaries (including, in each case, (x) the Securitization Manager, if applicable, and, if any, the subsidiary acting in a capacity analogous to the Securitization Manager pursuant to any Additional Securitization Arrangements and (y) the Specified Unrestricted Foreign Entities) as at of such date dates, and the consolidated results of the its operations of the Company and its consolidated Subsidiaries cash flows for the period ended on respective fiscal years then ended. All such datefinancial statements, all including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as approved by the chief financial officer aforementioned firm of such entity accountants and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) . The consolidated balance sheets of the Company Parent and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company Borrower and its consolidated Subsidiaries for (including, in each case, (x) the fiscal period then endedSecuritization Manager, copies of which have been furnished if applicable, and, if any, the subsidiary acting in a capacity analogous to the Administrative Agent on Securitization Manager pursuant to any Additional Securitization Arrangements and (y) the Specified Unrestricted Foreign Entities) do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or prior any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for this paragraph. During the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to from December 31, 2003 by an amount equal 2017 to approximately 1.83 trillion cubic feet equivalent and (ii) including the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, date hereof there has been no Material Adverse EffectDisposition by the Parent or the Borrower of any material part of their respective businesses or Properties.

Financial Condition. (a) The consolidated balance sheet Each of the Company Historical Financial Statements: (i) was prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, subject, in the case of such unaudited financial statements, to ordinary, good faith year-end and audit adjustments and the absence of footnote disclosure; (ii) fairly presents in all material respects the financial condition, results of operations, cash flows and changes in shareholders’ equity of GAFL or Holdings, as the case may be, and its respective Subsidiaries as of the date thereof and results of operations for the period covered thereby; and (iii) in the case of the Historical Financial Statements, shows all material Indebtedness and other material Contingent Obligations, of Holdings and its consolidated Subsidiaries as of December 31, 2006, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then ended, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesthereof. (b) The consolidated balance sheets Each of (i) the Company and its consolidated Subsidiaries as December 31, 2017 Annual Statement of each Insurance Subsidiary, (ii) the September 30, 20072017 Quarterly Statement of each Insurance Subsidiary and (iii) the June 30, and the related consolidated statements 2017 Quarterly Statement of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respectseach Insurance Subsidiary (collectively, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all “Historical Statutory Statements”): (i) was prepared in accordance with GAAP consistently applied (SAP, except as approved by the chief financial officer of such entity and as disclosed therein), subject may be reflected in the case notes thereto and subject, with respect to the Quarterly Statements, to the absence of such unaudited statements notes required by SAP and to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and adjustments; and (ii) was in all material respects in compliance with applicable Requirements of Law when filed and present fairly in all material respects the manner financial condition of the respective Insurance Subsidiaries covered thereby as of the respective dates thereof and changes in which Capital and Surplus of the Company reported changes respective Insurance Subsidiaries covered thereby for the respective periods then ended. Except for liabilities and obligations disclosed or provided for in the Historical Statutory Statements (including, without limitation, reserves, policy and contract claims and statutory liabilities), no Insurance Subsidiary had, as of the date of its respective Historical Statutory Statements, any material liabilities or obligations of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that, in accordance with SAP, would have been required to the accounting have been disclosed or provided for various hedging transactions and related ceiling test impairment chargesin such Historical Statutory Statement. (c) Except On and as of the Restatement Effective Date, the financial projections set forth in Schedule 4.05 the lenders’ presentation dated as of April 18, 2018 have been prepared in good faith based upon assumptions that are believed by the preparer thereof to be reasonable at the time such financial projections were furnished to the Lenders, it being understood and agreed that financial projections are not a guarantee of financial performance and actual results may differ from financial projections and such differences may be material. (d) Since December 31, 2017, no event, circumstance or change has occurred that has caused or evidences, or could reasonably be expected to result in, either in any case or in the annual and quarterly reports referred to in Section 4.07 (collectivelyaggregate, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no a Material Adverse Effect.

Financial Condition. (a) The consolidated balance sheet of the Company Borrower and its consolidated Subsidiaries as of at December 31, 2006, 2007 and the related consolidated statements of income income, retained earnings and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then endedended on such date, reported on by Ernst & Young LLPLLP and the unaudited consolidated statements of income, independent public accountantsretained earnings and cash flows of the Borrower for the fiscal quarter ending September 30, 2008, (collectively, “Financial Statements”), copies of which have been or will be furnished to the Administrative Agent and the Lenders prior to the date hereofeach Lender, present fairly, in all material respects, fairly the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such date dates, and the consolidated results of the their operations of the Company and its their consolidated Subsidiaries cash flows for the period ended on such datefiscal year or fiscal quarter then ended. Such financial statements, all including the related schedules and notes thereto, have been prepared in accordance with GAAP GAAP, including the accounting requirements of OSFI, applied consistently applied throughout the periods involved (except as approved by such accountants or Responsible Officer, as the chief financial officer of such entity case may be, and as disclosed therein). Other than as disclosed in the Financial Statements, excluding for purposes there are no material off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of this representation the effect Borrower or any of any subsequent revisions its Subsidiaries with unconsolidated entities or restatements thereto other persons that may be required by have a material current or future effect on the SEC with respect to (i) financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses of the accounting treatment relating to Borrower or any of its Material Subsidiaries. Except as publicly disclosed, none of the negative revision Borrower or any of its Subsidiaries has any contingent liabilities, in excess of the liabilities that are either reflected or reserved against in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all Financial Statements in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein)GAAP, subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating which are material to the negative revision in the proven reserves of crude oil and natural gas business, assets, property, capital, operations or condition (financial or otherwise) of the Company effected as Borrower or any of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesits Material Subsidiaries. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. (a) The consolidated balance sheet sheets of the Company Borrower and its consolidated Subsidiaries as of at December 31, 20061995 and December 31, 1996 and the related consolidated statements of income operations, of stockholders' equity and of cash flows of the Company and its consolidated Subsidiaries for the respective fiscal year then endedyears ended on such dates, together with the related notes and schedules thereto, reported on by Ernst & Young LLP, independent public accountantsArth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇, copies of which have heretofore been furnished to the Administrative Agent and the Lenders prior to the date hereofeach Lender, present fairly, fairly in all material respects, respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such date dates, and the consolidated results of the their operations of the Company and its their consolidated Subsidiaries cash flows for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesrespective fiscal years then ended. (b) The unaudited condensed consolidated balance sheets sheet of the Company Borrower and its consolidated Subsidiaries as of September at June 30, 2007, 1997 and the related unaudited condensed consolidated statements of income operations, of stockholders' equity and of cash flows of the Company and its consolidated Subsidiaries for the fiscal 6-month period then endedended on such dates, together with the related notes and schedules thereto, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent on or prior to the date hereofeach Lender, present fairly, fairly in all material respects, respects the consolidated financial condition of each of the Company Borrower and its consolidated Subsidiaries as at such date dates, and the consolidated results of the their respective operations of the Company and its their consolidated Subsidiaries cash flows for the 6-month period then ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesadjustments). (c) Except All such financial statements referred to in subsections 5.1(a) and (b), including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as set forth approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). On the Closing Date, except for this Agreement, the other Loan Documents, the Subordinated Note Documents and the matters disclosed in Schedule 4.05 5.1 and 5.20, neither the Borrower nor any of its consolidated Subsidiaries have, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any Hedging Agreements, which is not reflected in the financial statements referred to in subsection 5.1(a) or 5.1(b) or in the annual notes thereto to the extent required by GAAP. During the period from January 1, 1997 to and quarterly reports referred to in Section 4.07 (collectively, including the “Disclosure Update”), as of the Effective Date, since December 31, 2006date hereof, there has been no Material Adverse Effectsale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or Property and 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 Borrower and its consolidated Subsidiaries at December 31, 1996, other than as set forth on Schedule 5.1.

Financial Condition. (a) The audited consolidated balance sheet of the Company Borrower and its consolidated Subsidiaries as of December 3129, 2006, 1996 and the related audited consolidated statements of income earnings and statements of cash flows for the years ended December 29, 1996, December 31, 1995, January 1, 1995 and December 31, 1993 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (i) have been audited by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇, (ii) have been prepared in accordance with GAAP consistently, applied throughout the periods covered thereby and (iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of the fiscal year then endedBorrower and its Subsidiaries as at the end of, reported on by Ernst & Young LLPand the related unaudited interim statements of earnings and of cash flows for, independent public accountantseach quarterly period ended after December 29, copies of which 1996 and prior to the Closing Date have heretofore been furnished to each Lender. Such interim financial statements for each such quarterly period, (i) have been prepared in accordance with Regulation S-X of the Administrative Agent Securities and Exchange Commission consistently applied throughout the Lenders prior periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of such date hereofand for such periods. During the period from December 29, present fairly1996 to and including the Closing Date, there has been no sale, transfer or other disposition by the Borrower or any of its Subsidiaries of any material part of the business or property of the Borrower and its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock of any other person) material in all material respects, relation to the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries Subsidiaries, taken as at such date a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all has not otherwise been disclosed in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating writing to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of Lenders on or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesClosing Date. (b) The projected consolidated and consolidating balance sheets of the Company Borrower and its consolidated Subsidiaries as of September 30, 2007at the end of, and the related consolidated projected statements of income earnings and of cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respectsfor, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period years ended on such dateDecember 28, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein)1997, subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosureJanuary 3, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to 1999, January 2, 2000, December 31, 2003 by an amount equal 2000 and December 30, 2001 (heretofore furnished to approximately 1.83 trillion cubic feet equivalent and (iieach Lender) the manner in which the Company reported changes are based upon reasonable assumptions made known to the accounting for various hedging transactions Lenders and related ceiling test impairment chargesupon information not known to be incorrect or misleading in any material respect. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. Attached hereto as Schedule 3.5 are complete copies of the following financial statements: (a) The consolidated the audited balance sheets of the Company as of December 31, 2022 and December 31, 2021 and the related audited statements of income, operations, changes in stockholders’ equity and cash flows for the calendar years then ended, together with the notes thereto (collectively, the “Audited Financial Statements”); and (b) the unaudited balance sheet of the Company and its consolidated Subsidiaries as of December March 31, 20062023 (the “Latest Balance Sheet”), and the related consolidated unaudited statements of income income, operations and cash flows for the three (3)-month period then ended (the “Interim Financial Statements” and collectively with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been derived from the books and records of the Company and its consolidated Subsidiaries for the fiscal year then ended, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished to the Administrative Agent prepared in accordance with GAAP, consistently applied, and the Lenders prior to the date hereof, present fairly, fairly in all material respects, in accordance with GAAP, the consolidated financial condition and results of operations of the Company as of or through their applicable dates. All books, records and accounts of the Company are accurate and complete and are maintained in all material respects in accordance with GAAP and all Applicable Law. All transactions of the Company are properly and timely recorded and reflected in the books, records and accounts of the Company. The accounting controls of the Company and its consolidated Subsidiaries the Business are sufficient in all material respects to provide reasonable assurances that (i) all material transactions are recorded as at such date and necessary to permit the consolidated results accurate preparation of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all financial statements in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding to maintain proper accountability for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent related items and (ii) all material transactions are executed in accordance with management’s general or specific authorization. Since the manner Lookback Date, there has not been (x) any significant deficiency or weakness in which any system of internal accounting controls used by the Company reported changes to or the accounting for various hedging transactions and related ceiling test impairment charges. Business, (by) The consolidated balance sheets any Fraud or other wrongdoing that involves any of the management or other employees of the Company and its consolidated Subsidiaries as or the Business who have a role in the preparation of September 30, 2007, and the related consolidated financial statements of income and cash flows the Business or the internal accounting controls used by the Company or the Business or (z) any written claim or allegation or, to the knowledge of the Company and its consolidated Subsidiaries for the fiscal period then endedCompany, copies of which have been furnished to the Administrative Agent on oral claim or prior to the date hereof, present fairlyallegation, in all material respectseach case, the consolidated financial condition regarding any of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesforegoing. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. (a) The audited consolidated balance sheet sheets of the Company and its consolidated Subsidiaries Recapitalized Business (it being understood that the reporting entity is RSC) as of December 31, 20062004 and December 31, 2005 and the related consolidated statements of income income, shareholders' equity and cash flows of the Company and its consolidated Subsidiaries Recapitalized Business (it being understood that the reporting entity is RSC) for the fiscal year then endedyears ended as of December 31, 2003, December 31, 2004 and December 31, 2005, reported on by Ernst & Young and accompanied by unqualified reports from KPMG LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date date, and the consolidated results of operations and consolidated cash flows for the operations respective fiscal years then ended, of the Company Recapitalized Business. All such financial statements, including the related schedules and its consolidated Subsidiaries for the period ended on such datenotes thereto, all have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby (except as approved by a Responsible Officer and disclosed in any such schedules and notes). During the chief financial officer period from December 31, 2005 to and including the Closing Date, except as provided in the Recapitalization Agreement and in connection with the consummation of such entity and as disclosed therein)the Transaction, excluding for purposes of this representation there has been no sale, transfer or other disposition by the effect Recapitalized Business of any subsequent revisions material part of the business or restatements thereto that may be required property of the Recapitalized Business, and no purchase or other acquisition by the SEC with respect to it of any business or property (iincluding any ▇▇▇▇▇▇▇ ▇▇▇▇▇ of any other Person) the accounting treatment relating material in relation to the negative revision consolidated financial condition of the Recapitalized Business which is not reflected in the proven reserves of crude oil foregoing financial statements or in the notes thereto and natural gas of has not otherwise been disclosed in writing to the Company effected as of Lenders on or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesClosing Date. (b) The consolidated pro forma balance sheets sheet and statements of operations of the Company Recapitalized Business and its consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, are the balance sheet and statements of operations of the Recapitalized Business and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal 2005, adjusted to approximately 1.83 trillion cubic feet equivalent give effect (as if such events had occurred on such date for the purposes of the balance sheet and (iion January 1, 2005 for the purposes of the statement of operations) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as consummation of the Effective Date, since December 31, 2006, there has been no Material Adverse EffectTransaction.

Financial Condition. The audited combined balance sheets, statements of income and statements of cash flows of Speedway Motorsports for the year ended December 31, 2008 have heretofore been furnished to each Lender. Such financial statements (aincluding the notes thereto) (i) have been audited by PricewaterhouseCoopers LLP, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated balance sheet Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the Company fiscal quarter ended March 31, 2009 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of December such date and for such periods. During the period from March 31, 20062009 to and including the Closing Date, and the related consolidated statements there has been no sale, transfer or other disposition by it or any of income and cash flows its Subsidiaries of any material part of the Company business or property of Speedway Motorsports and its consolidated Subsidiaries for the fiscal year then endedSubsidiaries, reported on taken as a whole, and no purchase or other acquisition by Ernst & Young LLP, independent public accountants, copies any of which have been furnished them of any business or property (including any Capital Stock of any other person) material in relation to the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respects, the consolidated combined financial condition of the Company Speedway Motorsports and its consolidated Subsidiaries Subsidiaries, taken as at such date and a whole, in each case which is not reflected in the consolidated results of foregoing financial statements or in the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all notes thereto or has not otherwise been disclosed in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating writing to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent Lenders on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesClosing Date. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. (a) As of the Closing Date, the Borrower has delivered to the Arrangers a complete and correct copy of the unaudited statement of inventory of the Acquired Business at September 30, 2011 and the unaudited statement of profit before administrative overhead of the Acquired Business for the year ended September 30, 2011 (such statements, the “Management Accounts”), which Management Accounts are in a form consistent with the financial statements or forecasts previously provided to the Arrangers. (b) The consolidated unaudited proformaconsolidated balance sheet of the Company Borrower and its consolidated Subsidiaries as at September 30, 2011 and related pro forma consolidated statements of December 31income and cash flows of the Borrower and its consolidated Subsidiaries (collectively, 2006the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to each Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Acquisition, (ii) the Loans and other extensions of credit to be made under the Existing Credit Agreement on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Financial Statements have been prepared based on the information available to the Borrower as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial condition of Borrower and its consolidated Subsidiaries as at September 30, 2011 (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements), assuming that the events specified in the preceding sentence had actually occurred at such date. (c) The audited consolidated balance sheets of the Borrower as at January 3, 2009, January 2, 2010 and January 1, 2011, and the related consolidated statements of income and of cash flows of the Company and its consolidated Subsidiaries for the fiscal year then endedyears ended on such dates, reported on by Ernst & Young and accompanied by an unqualified report from KPMG LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to the date hereof, present fairly, fairly in all material respects, respects the consolidated financial condition of the Company and its consolidated Subsidiaries Borrower as at such date date, and the consolidated results of the its operations of the Company and its consolidated Subsidiaries cash flows for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas respective fiscal years then ended. The unaudited consolidated balance sheet of the Company effected Borrower as of or prior to December 31at October 1, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 20072011, and the related unaudited consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the 39-week period ended on such date, present fairly in all material respects the consolidated financial condition of Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the 39-week period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as approved by the chief financial officer aforementioned firm of such entity accountants and as disclosed therein)therein and subject, subject in the case of any such unaudited financial statements to normal year-year end audit adjustments and reduced footnote disclosurethe absence of notes). The Borrower and its Subsidiaries do not have any material Guarantee Obligations, excluding contingent liabilities and liabilities for purposes taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of this representation the effect of any subsequent revisions or restatements thereto derivatives, that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision are not reflected in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports most recent financial statements referred to in Section 4.07 (collectivelythis paragraph. During the period from September 30, 2011 to and including the “Disclosure Update”), as of the Effective Date, since December 31, 2006, date hereof there has been no Material Adverse EffectDisposition by the Borrower of any material part of its business or Property (other than any Disposition permitted by Section 6.5).

Financial Condition. (a) The audited consolidated and consolidating balance sheet sheets of the Company Borrower and its consolidated Subsidiaries as of December 31, 20061999, and the related audited consolidated and consolidating statements of income earnings and statements of cash flows of the Borrower and its Subsidiaries for the years ended December 31, 1999, have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (i) have been audited by Ernst & Young, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated and consolidating financial condition, results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods. The unaudited interim balance sheets of the Borrower and its Subsidiaries as at the end of, and the related unaudited interim statements of earnings and of cash flows for, each fiscal year then endedmonth and quarterly period ended after December 31, reported on by Ernst & Young LLP, independent public accountants, copies of 1999 and prior to the Effective Date for which financial information is available have heretofore been furnished to each Lender. Such interim financial statements for each such period (i) have been prepared in accordance with GAAP consistently applied throughout the Administrative Agent periods covered thereby, except for the absence of footnotes, and (ii) present fairly the Lenders prior consolidated and consolidating financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of such dates and for such periods, except for recurring annual audit adjustments. During the period from December 31, 1999 to and including the date hereofEffective Date, present fairlythere has been no sale, transfer or other disposition by any Consolidated Party of any material part of the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock of any other Person) material in all material respects, relation to the consolidated financial condition of the Company Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto. Except as disclosed in Schedule 5.1, the balance sheets and the notes thereto included in the foregoing financial statements disclose all material liabilities, actual or contingent, of the Borrower and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesdates thereof. (b) The consolidated balance sheets As of the Company Effective Date, the Consolidated Parties do not have any material liabilities, actual or contingent, or Preferred Stock except (i) as disclosed in the most recent interim balance sheet referred to in subsection (a) above, (ii) for items disclosed in Schedule 5.1, (iii) for accounts payable incurred in the ordinary course of business consistent with past practice since the date of the most recent interim balance sheet referred to in subsection (a) above, (iv) Indebtedness under the Credit Documents and its (v) Indebtedness set forth on Schedule 7.1. (c) The financial statements delivered to the Lenders pursuant to Section 6.1(a) and (b), if any, (i) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 6.1(a) and (b)) and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements, if any) the consolidated Subsidiaries as and consolidating financial condition, results of September 30, 2007, and the related consolidated statements of income operations and cash flows of the Company Borrower and its consolidated Consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effectrespective dates thereof and for the respective periods covered thereby.

Financial Condition. (a) The Each of (i) the audited consolidated balance sheet financial statements of the Company and its Subsidiaries dated December 31, 2014, and the related consolidated statements of income, shareholders’ equity and cash flows for the Fiscal Year ended on that date, reported on by BDO USA, LLP, independent public accountants and (ii) the unaudited consolidated financial statements of the Company and its Subsidiaries dated as of March 31, 2015, June 30, 2015, and September 30, 2015 and, in each case, the related consolidated statements of income, shareholders’ equity and cash flows for the period ended on that date: (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, subject, in the case of such unaudited financial statements, to ordinary, good faith year end and audit adjustments and the absence of footnote disclosure; (ii) fairly present in all material respects the financial condition, results of operations, cash flows and changes in shareholders’ equity of the Company and its Subsidiaries as of the date thereof and results of operations for the period covered thereby; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Company and its consolidated Subsidiaries as of the date thereof. (b) Each of (i) the December 31, 20062014 Annual Statement of each Insurance Subsidiary, (ii) the March 31, 2015 Quarterly Statement of each Insurance Subsidiary, (iii) the June 30, 2015 Quarterly Statement of each Insurance Subsidiary and (iv) the related consolidated statements September 30, 2015 Quarterly Statement of income each Insurance Subsidiary (collectively, the “Historical Statutory Statements”): (i) were prepared in accordance with SAP, except as may be reflected in the notes thereto and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then endedsubject, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished with respect to the Administrative Agent and the Lenders prior Quarterly Statements, to the date hereof, present fairlyabsence of notes required by SAP and to normal year-end adjustments; and (ii) were, in all material respects, in compliance with applicable Requirements of Law when filed and present fairly in all material respects the consolidated financial condition of the Company and its consolidated respective Insurance Subsidiaries covered thereby as at such date and the consolidated results of the operations respective dates thereof and changes in Capital and Surplus of the Company and its consolidated respective Insurance Subsidiaries covered thereby for the period ended on such daterespective periods then ended. Except for liabilities and obligations disclosed or provided for in the Historical Statutory Statements (including, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity without limitation, reserves, policy and as disclosed thereincontract claims and statutory liabilities), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”)no Insurance Subsidiary had, as of the Effective Datedate of its respective Historical Statutory Statements, since December 31any material liabilities or obligations of any nature whatsoever (whether absolute, 2006contingent or otherwise and whether or not due) that, there has in accordance with SAP, would have been no Material Adverse Effectrequired to have been disclosed or provided for in such Historical Statutory Statement.

Financial Condition. (a) The consolidated Companies have delivered to the Purchasers true and complete copies of (i) the audited balance sheet of the Company and its consolidated Subsidiaries Telesite as of at December 31, 20061996 and the unaudited balance sheet of Telesite as at December 31, 1995, and the related statements of income, stockholders' and members' equity and cash flow for the years ended December 31, 1996 and December 31, 1995 (the "TELESITE YEAR-END FINANCIAL STATEMENTS") and (ii) the unaudited balance sheet of Telesite as at March 31, 1997 and the related consolidated statements of income income, stockholders' and members' equity and cash flows of the Company and its consolidated Subsidiaries flow for the fiscal year then endedthree-month period ended March 31, reported on by Ernst & Young LLP1997, independent public accountants(the "TELESITE 1997 FINANCIAL STATEMENTS"). The Telesite Year-End Statements, copies of which have been furnished to the Administrative Agent Telesite 1997 Financial Statements and the Lenders prior to the date hereof, present fairlyMetrosite Balance Sheet fairly present, in all material respects, the consolidated financial condition position of Telesite and Metrosite as of the Company and its consolidated Subsidiaries as at such date respective dates thereof, and the consolidated results of the operations and cash flows of Telesite as of the Company and its consolidated Subsidiaries respective dates or for the period ended on such daterespective periods set forth therein, all in accordance conformity with GAAP consistently applied (during the periods involved, except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision otherwise set forth in the proven reserves of crude oil notes thereto and natural gas of the Company effected as of or prior to December 31subject, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements the Telesite 1997 Financial Statements and the Metrosite Balance Sheet, to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes adjustments. (b) None of this representation the effect Companies have received any letters from any of its certified public accountants to the management of any subsequent revisions or restatements thereto that may be required by such Company other than the SEC with respect to (i) auditor's opinion letter accompanying the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesabove-referenced audited financial statements. (c) Except as The Pro Forma Balance Sheet delivered to the Purchasers sets forth the assets and liabilities of the Companies and their Subsidiaries on a pro forma consolidated basis after taking into account the consummation of the transactions contemplated in this Agreement and the Exchange Agreements. The Pro Forma Balance Sheet has been prepared by the Companies in accordance with GAAP and fairly presents in all material respects the assets and liabilities of the Companies and their Subsidiaries on a consolidated basis, reflecting the consummation of the transactions contemplated by this Agreement and based on the assumptions set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 therein. (collectively, the “Disclosure Update”), as d) The projections of the Effective Date, since December 31, 2006, there has been no Material Adverse EffectCompanies and their Subsidiaries on a consolidated basis heretofore delivered to the Purchasers are based on assumptions which were reasonable when made and such assumptions and projections are reasonable on the date hereof and the none of the Companies or any of their Subsidiaries have delivered to any Person any later dated projections.

Financial Condition. (a) The consolidated balance sheet GAPC is a Colorado corporation formed for the purpose of merging with GAPC-Florida, acquiring all of the Company outstanding Membership Interest of Gateway from the Members and its consolidated Subsidiaries for the purpose of continuing the business activities of Gateway. Consequently, GAPC, as of December 31the date of this Agreement and immediately prior to the Closing Date, 2006does not have and will not have significant assets, stockholders' equity or liabilities (other than the liabilities incurred and to be incurred in connection with the transactions called for by this Agreement and the related consolidated Prior Agreement, including, without limitation, the public offering of GAPC Shares and Public Warrants). The financial statements of income GAPC, as certified by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co., independent certified public accountants, furnished to GAPC-Florida, Gateway and cash flows the Holders pursuant to the terms of this Agreement or which may be furnished to Gateway and the Holders in accordance with the terms of this Agreement or for utilization in the Registration Statement to be prepared, filed and processed to effectiveness with respect to the public offering of the Company GAPC Shares and its consolidated Subsidiaries Public Warrants and reflecting the financial conditions and results of operations of GAPC at and for the fiscal year then endedyears indicated or for such other periods indicated, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to the date hereof, fairly present fairly, or will fairly present in all material respects, respects the consolidated financial condition of the Company and its consolidated Subsidiaries GAPC as at such date and the consolidated results of the operations date of such Financial Statements (whether audited or unaudited), all to the best of the Company and its consolidated Subsidiaries for the period ended on such date, all knowledge of GAPC in accordance with GAAP generally accepted accounting principles consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision indicated in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31such Financial Statements, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income notes thereto and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment other information relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) thereto. Except as set forth in Schedule 4.05 VII hereto, GAPC has no liabilities or obligations of any nature which, in accordance with generally accepted accounting principles, must be set forth in the described financial statements except those liabilities which are incurred as a result of the ordinary course of business of GAPC after the date of the most recent financial statements (which liabilities will be reflected in an amendment to Schedule VII on the Closing Date), which are incurred by GAPC in connection with the preparation, filing and processing to effectiveness of the Registration Statement relating to the described public offering of the GAPC Shares and Public Warrants or are liabilities which would not either singularly or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effectaggregate have a material adverse affect on GAPC.

Financial Condition. (a) The audited consolidated balance sheet financial statements of the Company and its consolidated Subsidiaries as of the Target for fiscal year ended December 31, 2004, 2005 and 2006, and the related consolidated statements copies of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then ended, reported on by Ernst & Young LLP, independent public accountants, copies each of which have been furnished to each Lender on or before the Administrative Agent Closing Date, have been prepared using accounting methods, procedures and the Lenders prior to the date hereof, policies which are in accordance with GAAP and present fairly, fairly in all material respects, respects in accordance with GAAP the consolidated financial condition position of the Company and its the Target, respectively, together with their respective predecessors and respective Subsidiaries on a consolidated Subsidiaries basis, in each case, as at such date the dates thereof, and the consolidated results of the operations and statements of the Company and its consolidated Subsidiaries cash flows for the periods then ended. During the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to from December 31, 2003 2006 to and including the date hereof there has been no Asset Disposition by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesany Group Member of any material part of its business or property. (b) The unaudited consolidated balance sheets financial statements of the Company and its consolidated Subsidiaries as of September 30the Target for fiscal quarter ended March 31, 2007, and the related unaudited consolidated financial statements of income and cash flows of the Company and its consolidated Subsidiaries the Target for the same period of the prior fiscal period then endedyear, copies of each of which have been furnished to the Administrative Agent each Lender on or prior to before the date hereofClosing Date, have been prepared using accounting methods, procedures and policies which are in accordance with GAAP and present fairly, fairly in all material respects, respects the consolidated financial condition position of the Company and its the Target, respectively, together with their respective predecessors and respective Subsidiaries on a consolidated Subsidiaries basis, in each case, as at such date the dates thereof, and the consolidated results of the operations and statements of the Company and its consolidated Subsidiaries cash flows for the period periods then ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief to any unaudited interim financial officer of such entity and as disclosed therein)statements, subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes the absence of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesfootnotes). (c) Except [Intentionally omitted]. (d) The pro forma financial statements of the Company and its consolidated Subsidiaries attached hereto as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 3.1(d) (collectively, the “Disclosure UpdatePro Forma Financial Statements”), ) have been prepared in good faith based on assumption believed to be reasonable as of the Effective Datedate of delivery thereof, since December 31and present fairly in all material respects in accordance with GAAP on a pro forma basis the estimated financial position of Company and its consolidated Subsidiaries with respect to the relevant period and as at the relevant date, 2006, there has been no Material Adverse Effectassuming that the events specified therein had actually occurred at such date.

Financial Condition. (a) The consolidated balance sheet of the Company and its consolidated Consolidated Subsidiaries as of December 31at January 1, 2006, 1995 and the related consolidated statements of income and cash flows of the Company retained earnings and its consolidated Subsidiaries changes in financial position for the fiscal year then endedended on such date, reported on certified by Ernst Price Waterhouse & Young LLP, independent public accountantsCo., copies of which have heretofore been furnished to the Administrative Agent each Bank, are complete and the Lenders prior to the date hereof, present fairly, correct in all material respects, respects and present fairly the consolidated financial condition of the Company and its consolidated Consolidated Subsidiaries as at such date date, and the consolidated results of their operations and changes in financial position for the operations fiscal year then ended. The unaudited consolidated balance sheet of the Company and its Consolidated Subsidiaries as at October 1, 1995 and the related unaudited consolidated Subsidiaries statements of income and retained earnings and changes in financial position for the nine-month period ended on such date, all in accordance with GAAP consistently applied (except as approved certified by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then endeda Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent on or prior to the date hereofeach Bank, present fairly, are complete and correct in all material respects, respects and present fairly the consolidated financial condition of the Company and its consolidated Consolidated Subsidiaries as at such date date, and the consolidated results of the their operations of the Company and its consolidated Subsidiaries changes in financial position for the nine-month period then ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments adjustments). All such financial statements, including the related schedules and reduced footnote disclosurenotes thereto, excluding have been prepared in accordance with GAAP applied consistently throughout the periods involved. Except for purposes the guarantees of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision indebtedness permitted in the proven reserves of crude oil and natural gas of Section 6.03, neither the Company effected as nor any of its Consolidated Subsidiaries has any material Contingent Obligation or prior to December 31liability for taxes, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in long-term lease or unusual forward or long-term commitment, which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 is not reflected herein or in the annual schedules and quarterly reports referred to exhibits hereto or in Section 4.07 (collectively, the “Disclosure Update”), as of foregoing statements or in the Effective Date, since December 31, 2006, there has been no Material Adverse Effectnotes thereto.

Financial Condition. (a) The Company has heretofore furnished to each of the Banks the consolidated balance sheet statement of financial position of the Company and its consolidated Subsidiaries as of at December 31, 2006, 1995 and the related consolidated statements of income income, stockholders' equity and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then endedended on said date, reported on by Ernst with the opinion thereon of Deloitte & Young Touche LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to unaudited consolidated statement of financial position of the date hereofCompany and its Subsidiaries as at September 30, 1996 and the related consolidated statements of income, stockholders' equity and cash flows of the Company and its Subsidiaries for the nine-month period ended on such date. All such financial statements present fairly, in all material respects, the consolidated financial condition position of the Company and its consolidated Subsidiaries as at such date said dates, and the consolidated results of operations for the operations fiscal year and nine-month period ended on said dates (subject, in the case of such financial statements as at September 30, 1996, to normal year-end audit adjustments), all in accordance with generally accepted accounting principles and practices applied on a consistent basis. From December 31, 1995 until the date of this Agreement, there has been no material adverse change in the consolidated financial condition, operations, business or prospects taken as a whole of the Company and its consolidated Subsidiaries from that set forth in said financial statements as at said date. (b) The Company has heretofore furnished to each of the Banks the "Reports of Condition and Income" (report no. FFIEC 032) of each Insured Subsidiary as at September 30, 1996 for the three fiscal quarters ended on said date. Such report presents fairly, in all material respects, the financial condition of such Insured Subsidiary as at said date and the results of its operations for the nine-month period ended on such said date, all in accordance with GAAP consistently applied regulatory accounting principles prescribed by Federal Financial Institutions Examination Council. (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect c) The Company has heretofore furnished to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas each of the Company effected Banks the Statements of Condition and Operations (Office of Thrift Supervision Form 1313) for each Insured Subsidiary as of or prior September 1996. Such statements present fairly, in all material respects, the financial condition of each such Insured Subsidiary as of September 1996 and the results of its operations for the nine-month period ended on said date, all in accordance with Office of Thrift Supervision instructions. (d) The Company has heretofore furnished to each of the Banks the consolidated balance sheet of Keystone Holdings, Inc., a Texas corporation ("Keystone") and its Subsidiaries as at December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, 1995 and the related consolidated statements of income earnings, stockholder's equity and cash flows of the Company Keystone and its consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of KPMG Peat Marwick LLP, and the unaudited condensed balance sheet of Keystone and its Subsidiaries as at June 30, 1996 and the related condensed consolidated statements of earnings, stockholder's equity and cash flows of Keystone and its Subsidiaries for the six-month period then ended, copies of which have been furnished to the Administrative Agent ended on or prior to the date hereof, such date. All such financial statements present fairly, in all material respects, the consolidated financial condition position of the Company Keystone and its consolidated Subsidiaries as at such date said dates, and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the fiscal year and six-month period ended on such date, all in accordance with GAAP consistently applied said dates (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited financial statements as at June 30, 1996, to normal year-end audit adjustments adjustments), all in accordance with generally accepted accounting principles and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to practices applied on a consistent basis. From December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) 1995 until the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as date of the Effective Date, since December 31, 2006this Agreement, there has been no Material Adverse Effectmaterial adverse change in the consolidated financial position, operations, business or prospects taken as a whole of Keystone and its Subsidiaries from that set forth in said financial statements as at said date.

Financial Condition. (a) The audited consolidated balance sheet sheets and income statements of the Company and its consolidated Subsidiaries as of Consolidated Parties for the fiscal years ended December 31, 20061998 and December 31, 1999 (including the notes thereto) (i) have been audited by PricewaterhouseCoopers LLP, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iii) present fairly (on the related basis disclosed in the footnotes to such financial statements) the consolidated statements financial condition, results of income operations and cash flows of the Company Consolidated Parties as of such date and its for such periods. The unaudited consolidated Subsidiaries for interim balance sheets of the Consolidated Parties as at the end of, and the related unaudited consolidated interim statements of earnings for, each fiscal year then endedquarterly period ended after December 31, reported on by Ernst & Young LLP, independent public accountants, copies of which 1999 (i) have been furnished prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the Administrative Agent consolidated financial condition, results of operations and cash flows of the Lenders Consolidated Parties as of such date and for such periods. The unaudited interim statements of income and retained earnings of the Consolidated Parties for each calendar month ended after December 31, 2000 and prior to the Amendment Closing Date (i) have been prepared in accordance with GAAP (except for the omission of footnotes and subject to year end audit adjustments) consistently applied throughout the periods covered thereby and (ii) present fairly the consolidated financial condition and results of operations of the Consolidated Parties as of such date hereofand for such periods. During the period from December 31, present fairly1999 to and including the Amendment Closing Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in all material respects, relation to the consolidated financial condition of the Company Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all has not otherwise been disclosed in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating writing to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of Banks on or prior to December 31the Amendment Closing Date. As of the Amendment Closing Date, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent the Borrower and its Subsidiaries have no material liabilities (iicontingent or otherwise) that are not reflected in the manner foregoing financial statements or in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesnotes thereto. (b) The consolidated balance sheets of the Company financial statements delivered pursuant to Section 7.1(a) and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which (b) have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all prepared in accordance with GAAP consistently applied (except as approved by may otherwise be permitted under Section 7.1(a) and (b)) and present fairly (on the chief basis disclosed in the footnotes to such financial officer statements) the consolidated and consolidating financial condition, results of operations and cash flows (as applicable) of the Consolidated Parties as of such entity date and as disclosed therein), subject in the case of for such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesperiods. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. (a) The audited consolidated and unaudited consolidating balance sheet sheets and income statements of the Company and its consolidated Subsidiaries as of Consolidated Parties for the fiscal years ended December 31, 20062000 and December 31, and 2001 (including the related notes thereto) (i) have been audited (with respect to such consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then ended, reported on statements) by Ernst & Young LLP, independent public accountants, copies of which (ii) have been furnished prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iii) present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the Administrative Agent consolidated and consolidating financial condition, results of operations and cash flows (consolidated only) of the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the end of, and the Lenders related unaudited interim statements of earnings and of cash flows for each fiscal month ended after December 31, 2001 and prior to the Closing Date (i) have been prepared in accordance with GAAP (except for the omission of footnotes and subject to year end audit adjustment) consistently applied throughout the periods covered thereby and (ii) present fairly the consolidated and consolidating financial condition, results of operations and cash flows (consolidated only) of the Consolidated Parties as of such date hereofand for such periods. During the period from December 31, present fairly2001 to and including the Closing Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition (other than (x) the Darvon Transaction and (y) the acquisition from Aesgen, Inc. of the generic injectable vitamin D nutritional product the Borrower intends to market under the brand name Aquasol D, in all each of cases (x) and (y) as described in the Offering Memorandum relating to the Senior Subordinated Notes) by any of them of any business or property (including any Capital Stock of any other Person) material respects, in relation to the consolidated financial condition of the Company Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all has not otherwise been disclosed in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating writing to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of Lenders on or prior to December 31the Closing Date. As of the Closing Date, 2003 the Borrower and its Subsidiaries have no material liabilities (contingent or otherwise) that are not reflected in the foregoing financial statements or in the notes thereto, other than the Indebtedness evidenced by an amount equal to approximately 1.83 trillion cubic feet equivalent the Senior Subordinated Notes and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesthis Credit Agreement. (b) The pro forma consolidated balance sheets sheet of the Company and its consolidated Subsidiaries Consolidated Parties as of September 30a recent date preceding the First Amendment Effective Date giving effect to the Elan Transaction in accordance with the terms of the Elan Transaction Purchase Agreement and reflecting estimated purchase accounting adjustments was, 2007as of the date of such balance sheet, based upon reasonable assumptions made known to the Lenders and upon information not known to be incorrect or misleading in any material respect. (c) The financial statements delivered pursuant to Section 7.1(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.1(a) and (b)) and present fairly in all material respects (in the related case of such statements delivered pursuant to Section 7.1(a), on the basis disclosed in the footnotes to such financial statements) the consolidated statements and consolidating financial condition, results of income operations and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies Consolidated Parties as of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesperiods. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. (a) The consolidated balance sheet pro forma covenant compliance certificate described in Section 5.1(i), copies of which have heretofore been furnished to the Administrative Agent, has been prepared giving effect (as if such events had occurred on such date) to (i) the Loans to be made on the Closing Date (if any) and the use of proceeds thereof, (ii) the repayment of Indebtedness under the Existing Credit Agreement (if any) and (iii) the payment of fees and expenses in connection with the foregoing. Such certificate has been prepared in good faith based on the information available to the Borrower as of the Company date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial covenant compliance of the Borrower and its consolidated Subsidiaries as at the Closing Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of VICI and its Subsidiaries as at December 31, 20062020, and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, after giving effect to any “segment information” in such financial statements, present fairly in all material respects the consolidated financial condition of the Company Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated Subsidiaries cash flows for the fiscal year then ended, reported on by Ernst & Young LLP, independent public accountants, copies . The unaudited consolidated balance sheet of which have been furnished to the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company VICI and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December March 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent 2021, June 30, 2021 and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 20072021, and the related unaudited consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then endedthree-month periods ended on such dates, copies of which have been furnished after giving effect to the Administrative Agent on or prior to the date hereofany “segment information” in such financial statements, present fairly, fairly in all material respects, respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such date dates, and the consolidated results of the its operations of the Company and its consolidated Subsidiaries cash flows for the period three-month periods then ended on (subject to normal year end audit adjustments and the absence of footnotes). All such datefinancial statements, all including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as approved by the chief financial officer aforementioned firm of such entity accountants and as disclosed thereintherein and except for the lack of footnotes with interim statements). No Group Member has any material Guarantee Obligations, subject contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the case of such unaudited most recent financial statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in this Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect4.1.

Financial Condition. (a) The audited consolidated balance sheet of the Company Old PHC and its consolidated Subsidiaries as of December 31, 2006, 1996 and the related audited consolidated statements of income earnings and statements of cash flows of the Company and its consolidated Subsidiaries for the fiscal year then endedended December 31, reported on by Ernst & Young LLP, independent public accountants, copies of which 1996 have heretofore been furnished to the Administrative Agent Agent. Such financial statements (including the notes thereto) (i) have been audited by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iii) (on the Lenders prior basis disclosed in the footnotes to the date hereof, such financial statements) present fairly, in all material respects, the consolidated financial condition condition, results of the Company operations and cash flows of Old PHC and its consolidated Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Old PHC and its consolidated Subsidiaries as at such date the end of, and the consolidated results related unaudited interim statements of earnings and of cash flows for each of the operations of three fiscal quarters ending on or prior to September 30, 1997 have heretofore been furnished to the Company and its consolidated Subsidiaries Agent. Such interim financial statements for the period ended on each such datequarterly period, all (i) have been prepared in accordance with GAAP consistently applied (except as approved by throughout the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent periods covered thereby and (ii) (on the manner basis disclosed in which the Company reported changes footnotes to the accounting for various hedging transactions and related ceiling test impairment charges. (bsuch financial statements) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition, results of operations and cash flows of Old PHC and its consolidated Subsidiaries as of such date and for such periods subject to year-end and audit adjustments. During the period from December 31, 1996 to and including the Closing Date, there has been no sale, transfer or other disposition by Old PHC or any of its Subsidiaries of any material part of the business or property of Old PHC and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock of any other person) material in relation to the consolidated financial condition of Old PHC and its consolidated Subsidiaries, taken as a whole, in each case, which, is not reflected in the Company foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (b) The audited consolidated balance sheet of Doubletree and its consolidated Subsidiaries as of December 31, 1996 and the audited consolidated statements of earnings and statements of cash flows for the year ended December 31, 1996 have heretofore been furnished to the Agent. Such financial statements (including the notes thereto) (i) have been audited by KPMG Peat Marwick LLP, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iii) (on the basis disclosed in the footnotes to such financial statements) present fairly, in all material respects, the consolidated financial condition, results of operations and cash flows of Doubletree and its consolidated Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Doubletree and its consolidated Subsidiaries as at such date the end of, and the consolidated results related unaudited interim statements of the operations earnings and of the Company cash flows for, each fiscal month and its consolidated Subsidiaries for the quarterly period ended on after September 30, 1997 and prior to the Closing Date have heretofore been furnished to the Agent. Such interim financial statements for each such datequarterly period, all (i) have been prepared in accordance with GAAP consistently applied (except as approved by throughout the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent periods covered thereby and (ii) (on the manner basis disclosed in which the Company reported changes footnotes to such financial statements) present fairly, in all material respects, the consolidated financial condition, results of operations and cash flows of Doubletree and its consolidated Subsidiaries as of such date and for such periods subject to year-end and audit adjustments. During the period from December 31, 1996 to and including the Closing Date, there has been no sale, transfer or other disposition by Doubletree or any of its Subsidiaries of any material part of the business or property of Doubletree and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock of any other person) material in relation to the accounting for various hedging transactions consolidated financial condition of Doubletree and related ceiling test impairment chargesits consolidated Subsidiaries, taken as a whole, in each case, which, is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (c) Except as set forth in Schedule 4.05 or in the annual On and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Closing Date, since December 31(i) the financial projections (the "Projections") prepared by the Parent Company and the Borrowers and contained in the Confidential Offering Memorandum delivered to the Lenders by the Agent prior to the Closing Date were prepared based upon the assumptions concerning various industry trends described therein for the periods presented, 2006(ii) the Projections were based on good faith assumptions and estimates, there has been and (iii) although a range of possible different assumptions and estimates might also be reasonable, the Parent Company and the Borrowers are not aware of any facts that would lead them to believe that the assumptions and estimates on which the Projections were based are not reasonable; provided that no Material Adverse Effectassurance can be given that the projected results will be realized or with respect to the ability of the Parent Company and the Borrowers to achieve the projected results, and while the Projections are necessarily presented with numerical specificity, the actual results achieved during the periods presented in all likelihood will differ from the projected results and such differences may be material.

Financial Condition. (a) The Company has heretofore furnished to the Lenders its consolidated and consolidating balance sheet and statements of the Company income, stockholders equity and its consolidated Subsidiaries cash flows (i) as of and for the fiscal year ended December 31, 20061996, reported on by Price Waterhouse, independent public accountants, and (ii) as of and for the related consolidated fiscal quarter and the portion of the fiscal year ended March 31, 1997, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of income operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Company has heretofore furnished to each of the Lenders the Statutory Statements for the year ended December 31, 1996 of each Insurance Company that is a Material Subsidiary and that is required by any Applicable Insurance Regulatory Authority to file such Statutory Statements. Such Statutory Statements have been prepared in accordance with statutory accounting practices and filed with the Applicable Insurance Regulatory Authorities, and fairly present the financial condition of such Insurance Company as at said date and its results of operations for the fiscal year then ended, reported ended on by Ernst & Young LLP, independent public accountants, copies of which have been said date in accordance with statutory accounting practices. (c) The Company has heretofore furnished to the Administrative Agent and each of the Lenders prior to the date hereof, present fairly, consolidated balance sheets of each Material Subsidiary which is not an Insurance Company described in all material respects, the consolidated financial condition of the Company paragraph (b) above and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 20071996, and the related consolidated statements of income income, stockholders' equity and cash flows flow of the Company such Material Credit Agreement ---------------- Subsidiary and its consolidated Subsidiaries for the its fiscal period then ended, copies of which have been furnished to the Administrative Agent year ended on or prior to the date hereof, said date. All such financial statements are complete and correct and fairly present fairly, in all material respects, the consolidated financial condition of the Company such Material Subsidiary and its consolidated Consolidated Subsidiaries as at such the applicable date and the consolidated results of the their operations of the Company and its consolidated Subsidiaries for the period fiscal year ended on such said date, all in accordance with GAAP consistently generally accepted accounting principles and practices applied on a consistent basis. (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (id) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to Since December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 20061996, there has been no Material Adverse Effectmaterial adverse change in the business, assets, operations, prospects or condition, financial or otherwise, of the Company and its Subsidiaries, taken as a whole. (e) Set forth on Schedule II hereto is a list of all Liens (other than Liens created pursuant to the Pledge Agreement) of the Company and its Subsidiaries existing on the date hereof, to the extent any such Lien secures Indebtedness in an aggregate principal or face amount which equals or exceeds (or may equal or exceed) $5,000,000. Liens of the Company and its Consolidated Subsidiaries existing on the date hereof and not set forth on Schedule II secure Indebtedness in an aggregate principal or face amount not exceeding $30,000,000. (f) Set forth on Schedule III hereto is a list of all Indebtedness (other than Indebtedness created pursuant to this Agreement) of the Company and its Subsidiaries on the date hereof, to the extent that any such Indebtedness has an aggregate principal or face amount which equals or exceeds (or may equal or exceed) $5,000,000. Indebtedness of the Company and its Consolidated Subsidiaries existing on the date hereof does not exceed an aggregate principal or face amount of $165,000,000.

Financial Condition. (a) The audited consolidated financial statements of MMR and its Consolidated Subsidiaries as at December 31, 1998, and the balance sheet of the Borrower and its Consolidated Subsidiaries as at December 31, 1998 and the related statement of income, member's capital and cash flow of the 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP heretofore furnished to each of the Lenders and the unaudited consolidated balance sheet of the Company Borrower and its consolidated Consolidated Subsidiaries as of December 31at September 30, 2006, 1999 and the related consolidated statements of income income, members capital and cash flows flow of the Company Borrower and its consolidated Consolidated Subsidiaries for the fiscal year then ended, reported nine-month and three-month periods ended on by Ernst & Young LLP, independent public accountants, copies of which have been such date heretofore furnished to the Administrative Agent Agent, are complete and the Lenders prior to the date hereof, correct and fairly present fairly, in all material respects, the consolidated financial condition of the Company Borrower and its consolidated Consolidated Subsidiaries as at such date said dates and the consolidated results of the its operations of the Company and its consolidated Subsidiaries for the period fiscal year and the nine-month and three- month periods ended on such datesaid dates, all in accordance with GAAP consistently GAAP, as applied on a consistent basis (except as approved by the chief financial officer of such entity and as disclosed therein)subject, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements the interim financial statements, to normal year-end audit adjustments and reduced footnote disclosureadjustments). Neither the Borrower nor any Subsidiary has on the Closing Date any material Debt, excluding contingent liabilities, liabilities for purposes of this representation the effect of taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any subsequent revisions or restatements thereto unfavorable commitments, in each case, that may would be required by the SEC with respect to (i) the accounting treatment relating to the negative revision be reserved for in the proven reserves of crude oil and natural gas of Financial Statements in accordance with GAAP, except as referred to or reflected or provided for in the Company effected as of Financial Statements or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Schedule 7.02. Except as set forth in on Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date7.10, since December 31September 30, 20061999, there has been no change or event having a Material Adverse Effect. Except as set forth on Schedule 7.10, since the date of the Financial Statements, neither the business nor the Properties of the Borrower or any 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 the Lenders each of the following: (i) its consolidated balance sheet and statements of income, stockholders equity and cash flows (a) The consolidated balance sheet as of and for each of the Company fiscal years ended December 31, 2003 and December 31, 2004, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (b) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2005, certified by its chief financial officer. Such consolidated financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Consolidated Subsidiaries as of such date and for such period in accordance with GAAP, subject to year-end adjustments and the absence of footnotes in the case of the statements referred to in clause (b) above; (ii) the Statutory Statements for the year ended December 31, 20062004 of each Insurance Company that is a Material Subsidiary and that is required by any Applicable Insurance Regulatory Authority to file such Statutory Statements, and such Statutory Statements have been prepared in accordance with statutory accounting practices and filed with the Applicable Insurance Regulatory Authorities, and present fairly, in all material respects, the financial condition of such Insurance Company as at said date and its results of operations for the fiscal year ended on said date in accordance with statutory accounting practices; and (iii) consolidated balance sheets of each Material Subsidiary which is not an Insurance Company described in paragraph (ii) above and its Consolidated Subsidiaries as at December 31, 2004, and the related consolidated statements of income income, stockholders’ equity and cash flows of the Company such Material Subsidiary and its consolidated Consolidated Subsidiaries for the its fiscal year then endedended on said date, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to the date hereof, all such financial statements present fairly, in all material respects, the consolidated financial condition of the Company such Material Subsidiary and its consolidated Consolidated Subsidiaries as at such the applicable date and the consolidated results of the their operations of the Company and its consolidated Subsidiaries for the period fiscal year ended on such said date, all in accordance with GAAP consistently and practices applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargeson a consistent basis. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. (a) The Company has heretofore furnished to each Lender the audited consolidated balance sheet sheets, statements of income, retained earnings and cash flow of the Company and its consolidated Subsidiaries as of December 31Subsidiaries, 2006, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then ended, reported on audited by Ernst & Young LLP, independent certified public accountants, copies as of which have been furnished to and for the Administrative Agent fiscal year ended December 31, 2000. Such financial statements were prepared in conformity with Generally Accepted Accounting Principles, applied on a consistent basis, and the Lenders prior to the date hereof, fairly present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries as of the date of such financial statements and for the periods to which they relate and since the date of the financial statements most recently delivered pursuant to Section 6.03(a) hereof (the "Determination Date"), no Material Adverse Effect has occurred. Other than obligations and liabilities arising in the ordinary course of business since the Determination Date, there are no obligations or liabilities contingent or otherwise, of the Company or any of its Subsidiaries which are not reflected or disclosed on such audited statements other than obligations or liabilities of the Company and its Subsidiaries which are required to be so disclosed. For purposes of this Section 4.03(a), the audited financial statements of the Company and its Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal 2000 shall be deemed to approximately 1.83 trillion cubic feet equivalent and (iihave been delivered pursuant to Section 6.03(a) the manner in which the Company reported changes hereof. Notwithstanding anything to the accounting for various hedging transactions and related ceiling test impairment chargescontrary herein, on the date of delivery of any financial statements pursuant to Section 6.03(a) hereof, the Determination Date shall be deemed to be the date of the prior year's audited financial statements. (b) The consolidated balance sheets Each of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargeseach Guarantor is Solvent. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. (a) The Company has heretofore furnished to each Lender (i) the audited consolidated balance sheet of the Company and its consolidated Subsidiaries as of December 31, 2006, and the related consolidated statements of income income, retained earnings and cash flows flow of the Company and its consolidated Subsidiaries Subsidiaries, audited by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent certified public accountants, as of January 3, 1999 and for the fiscal year then ended, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished to ended and (ii) the Administrative Agent management prepared unaudited consolidated balance sheet and the Lenders prior to the date hereofrelated statements of income, present fairly, in all material respects, the consolidated financial condition retained earnings and cash flow of the Company and its consolidated Subsidiaries as at such date of July 18, 1999 and for the consolidated twenty-eight week period then ended. Such financial statements were prepared in conformity with Generally Accepted Accounting Principles, applied on a consistent basis, and fairly present the financial condition and results of the operations of the Company and its consolidated Subsidiaries as of the date of such financial statements and for the period ended on such dateperiods to which they relate and, all in accordance with GAAP consistently applied (since July 18, 1999, no Material Adverse Effect has occurred, except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision extent reflected on the pro forma financial statements referred to in Section 5.01(n)(i) hereof (subject to adjustments resulting from the proven reserves interest rate and discount applicable to the Senior Notes). The Company shall deliver to the Agent, with a copy for each Lender, a certificate of crude oil and natural gas the Chief Financial Officer of the Company effected as to that effect on the Closing Date. Other than obligations and liabilities arising in the ordinary course of or prior to December 31business since July 18, 2003 1999 and the indebtedness evidenced by an amount equal to approximately 1.83 trillion cubic feet equivalent the Senior Notes, the Existing Indebtedness and (ii) the manner in which Committed Restricted Investments, neither the Company reported changes nor any Subsidiaries have incurred any obligations or liabilities contingent or otherwise that would be required to be included on the accounting for various hedging transactions face of, or in footnotes to, consolidated financial statements of the Company, which are not reflected or disclosed on such statements other than obligations of the Company and related ceiling test impairment chargesits Subsidiaries incurred in the ordinary course of business (which shall be deemed to exclude obligations or liabilities arising from acquisitions by the Company or any of its Subsidiaries of the business or assets (including, without limitation stock) of any Person). (b) The consolidated balance sheets Company, individually and together with the Corporate Guarantors, is Solvent and immediately after giving effect to the Merger and to each Loan and each other extension of the Company and its consolidated Subsidiaries as of September 30, 2007, credit contemplated by this Agreement and the related consolidated statements execution of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then endedeach Loan Document, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may will be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesSolvent. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. (a) The consolidated balance sheet of audited financial statements referred to in Section 4.01(c)(ii)(A) have heretofore been furnished to each Lender. Such financial statements (including the Company and its consolidated Subsidiaries as of December 31, 2006, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then ended, reported on notes thereto) (i) have been audited by Ernst & Young LLP, independent public accountants(ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated and consolidating financial condition, copies results of which operations and cash flows of the Borrower and its Consolidated Subsidiaries or CompBenefits Dental and its Consolidated Subsidiaries, as applicable, as of such dates and for such periods. The unaudited interim balance sheets of the Borrower and its Consolidated Subsidiaries or CompBenefits Dental and its Consolidated Subsidiaries, in each case as at the end of, and the related unaudited interim statements of earnings and of cash flows for, each fiscal quarter ended after December 31, 2005 and prior to the Closing Date have heretofore been furnished to each Lender. Such interim financial statements (i) have been prepared in accordance with GAAP consistently applied throughout the Administrative Agent periods covered thereby, except for the absence of footnotes and (ii) present fairly the Lenders prior consolidated and consolidating financial condition, results of operations and cash flows of the Borrower and its Consolidated Subsidiaries or CompBenefits Dental and its Consolidated Subsidiaries, as applicable, as of such dates and for such periods, except for annual audit adjustments. During the period from December 31, 2005, to and including the date hereofClosing Date, present fairlythere has been no sale, transfer or other disposition by any Consolidated Party of any material part of the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in all material respects, relation to the consolidated financial condition of the Company Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto. The balance sheets and its consolidated the notes thereto included in the foregoing financial statements disclose all material liabilities, actual or contingent, of the Borrower, CompBenefits Dental and their respective Consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesdates thereof. (b) The consolidated balance sheets As of the Company Closing Date, the Consolidated Parties do not have any material liabilities, actual or contingent, or Preferred Stock except (i) as disclosed in the most recent interim financial statements referred to in subsection (a) above, (ii) for items disclosed in Schedule 5.01, (iii) for accounts payable incurred in the ordinary course of business consistent with past practice since the date of the most recent interim financial statements referred to in subsection (a) above, (iv) Indebtedness under the Senior Credit Documents and the Senior Subordinated Note Purchase Documents and (v) Indebtedness set forth on Schedule 7.01. (c) The projections referred to in Section 4.01(c)(ii)(C) have heretofore been furnished to each Lender. Such projections have been prepared on a basis consistent with the financial statements of the Borrower and its consolidated Consolidated Subsidiaries referred to in subsection (a) above and are based on good faith estimates and assumptions made by management of the Borrower. On the Closing Date, such management believed that such projections were reasonable and attainable, it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by such projections may differ from the projected results and that such differences may be material. There is no fact known of September 30the Borrower or any of its Subsidiaries which would reasonably be expected to have a Material Adverse Effect which has not been disclosed herein or in the financial statements delivered in connection herewith. (d) The financial statements delivered to the Lenders pursuant to Section 6.01(a) and (b), 2007if any, (i) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 6.01(a) and (b), and (ii) present fairly (on the related basis disclosed in the footnotes to such financial statements, if any) the consolidated statements and consolidating financial condition, results of income operations and cash flows of the Company Borrower and its consolidated Consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effectrespective dates thereof and for the respective periods covered thereby.

Financial Condition. (a) The Issuer has heretofore delivered to the Purchasers (A) the audited consolidated balance sheet sheets of the Company Atrium and its consolidated Subsidiaries subsidiaries as of December 31, 20061997, December 31, 1998 and December 31, 1999, and the related consolidated statements of income earnings, changes in stockholders' equity and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then endedyears ended on those dates, reported on together with reports thereon by Ernst & Young PricewaterhouseCoopers LLP, independent certified public accountants, copies (B) the unaudited consolidated balance sheets of which have been furnished to the Administrative Agent Atrium and its subsidiaries as of August 31, 2000 and the Lenders prior to related statements of earnings and cash flows for the date hereoffiscal periods ended on those dates and (C) the audited consolidated balance sheets of ▇▇▇▇▇▇▇ as of December 31, present fairly1998 and December 31, 1999, and the related statements of earnings, changes in stockholders' equity and cash flows for the fiscal years ended on those dates, together with reports thereon by KPMG LLP, certified public accountants. All of said financial statements, including in each case the related schedules and notes, are true, complete (in the case of year-end financial statements) and correct in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all have been prepared in accordance with GAAP consistently applied (except as approved by other than the chief financial officer omission of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC footnotes with respect to interim statements) and present fairly the financial position of the Issuer and its Subsidiaries or ▇▇▇▇▇▇▇ and its Subsidiaries, as the case may be, as of the respective dates of said balance sheets and the results of their operations for the respective periods covered thereby, subject (i) the accounting treatment relating to the negative revision in the proven reserves case of crude oil and natural gas of the Company effected as of or prior interim statements) to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesperiod-end audit adjustments. (b) The consolidated balance sheets Except as set forth in the financial statements or other information referred to in Section 4.02(a), as of the Company and its consolidated Subsidiaries as Closing Time there are no material liabilities of September 30the Issuer of any kind, 2007whether accrued, contingent, absolute, determined, determinable or otherwise, and the related consolidated statements there is no existing condition, situation or set of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then endedcircumstances that is reasonably likely to result in such a liability, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to other than: (i) the accounting treatment relating to the negative revision liabilities incurred in the proven reserves ordinary course of crude oil and natural gas of the Company effected as of or prior to business consistent with past practice since December 31, 2003 by an amount equal 1999 that, individually or in the aggregate, would not be reasonably likely to approximately 1.83 trillion cubic feet equivalent and have a Material Adverse Effect; and (ii) liabilities under this Agreement or liabilities incurred in connection with the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargescontemplated hereby. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports financial statements referred to in Section 4.07 (collectively, the “Disclosure Update”4.02(a), as of the Effective Date, since December 31, 20061999, there has been no Material Adverse Effect or any event, change or circumstance which could reasonably be expected to cause or evidence, either individually or together with any other events, changes and circumstances, a Material Adverse Effect. (d) The pro forma balance sheet of the Issuer and its Subsidiaries (the "Pro Forma Balance Sheet"), certified by the chief financial officer of the Issuer, copies of which have been heretofore furnished to each Purchaser, together with the notes thereto, accurately reflects in all material respects all adjustments necessary to give effect to the Transactions, was prepared based on good faith assumptions and presents fairly in all material respects on a pro forma basis the consolidated financial position of Issuer and its Subsidiaries as of August 31, 2000, adjusted as described above.

Financial Condition. (a) The consolidated balance sheet "Consolidated Reports of Condition and Income for a Bank with Domestic and Foreign Offices" (FFIEC 031) (the " Consolidated Reports ") of MBNA America Bank and its Subsidiaries dated December 31, 2002 for the fiscal year ended on such date: (i) were prepared in accordance with Applicable Accounting Principles, consistently applied throughout the period covered thereby, including the related schedules and notes thereto, except as otherwise expressly noted therein; (ii) fairly present the financial condition of MBNA America Bank and its Subsidiaries as of the Company date thereof and results of operations for the period covered thereby; and (iii) show all material indebtedness and other liabilities, direct or contingent, of MBNA America Bank and its consolidated Subsidiaries as of December 31, 2006the date thereof including liabilities for taxes, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then endedmaterial commitments, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished all to the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be extent required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesApplicable Accounting Principles. (b) The consolidated balance sheets sheet of the Company each of (1) MBNA Europe and its consolidated Subsidiaries and (2) the Parent and its Subsidiaries as of September 30at December 31, 2007, 2002 and the related consolidated statements of income income, changes in stockholders'/division equity and cash flows of the Company MBNA Europe and its consolidated Subsidiaries and the Parent and its Subsidiaries, respectively, for the fiscal year ended on said date, with the opinion thereon of Ernst & Young LLP: (i) were prepared in accordance with Applicable Accounting Principles, consistently applied throughout the period then endedcovered thereby, copies of which have been furnished to including the Administrative Agent on or prior to related schedules and notes thereto, except as otherwise expressly noted therein; (ii) fairly present the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company MBNA Europe and its consolidated Subsidiaries as at such date and the consolidated results Subsidiaries, or of the operations of the Company Parent and its consolidated Subsidiaries for the period ended on such dateSubsidiaries, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”)be, as of the Effective Datedate thereof and results of operations for the period covered thereby; and (iii) show all material indebtedness and other liabilities, since December 31direct or contingent, 2006of MBNA Europe and its consolidated Subsidiaries, there has been no Material Adverse Effector of the Parent and its consolidated Subsidiaries, as the case may be, as of the date thereof including liabilities for taxes, and material commitments, all to the extent required by Applicable Accounting Principles.

Financial Condition. (a) The consolidated balance sheet of the Company and its consolidated Subsidiaries as of December 31, 2006, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then ended, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company Borrower and its consolidated Consolidated Subsidiaries as of September 30December 31, 2007, 2002 and the related consolidated statements of income income, retained earnings and cash flows of the Company and its consolidated Subsidiaries for the fiscal year ended on such date, and the unaudited consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as of June 30, 2003; and the related consolidated statements of income, retained earnings and cash flows for the period then endedending as of such date, reported on, in the case of the 2002 annual audited financial statements, by Deloitte & Touche LLP, copies of which have heretofore been furnished to the Administrative Agent on or prior to the date hereofLenders, present fairly, in all material respects, fairly the consolidated financial condition of the Company Borrower and its consolidated Consolidated Subsidiaries as at such date date, and the consolidated results of the their operations and their retained earnings and cash flows for each of the Company fiscal periods then ended. All such financial statements, including the related schedules and its consolidated Subsidiaries notes thereto relating to the audited financials, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) All balance sheets, all statements of income and shareholders equity and of cash flows and all other financial information which shall hereafter be furnished by or on behalf of or the Borrower to the Administrative Agent for the period ended on such datepurposes of, all or in connection with, this Agreement or any transaction contemplated hereby have been or will be prepared in accordance with GAAP consistently applied throughout the periods involved (except as approved by the chief financial officer of such entity and as disclosed therein), ) and do or will present fairly (subject in the case of such unaudited statements to normal year-end audit adjustments adjustment and reduced footnote disclosure, excluding the absence of footnotes in the case of financial statements for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (ifiscal quarter) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas financial condition of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent Borrower and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”)its Consolidated Subsidiaries, as the case may be, as at the dates thereof and the results of their operations and their shareholders equity and cash flows for the Effective Date, since December 31, 2006, there has been no Material Adverse Effectperiods then ended.

Financial Condition. (a) The audited consolidated financial statements of the Company and its Subsidiaries dated December 31, 2003, and the unaudited consolidated financial statements dated March 31, 2004, and the related consolidated statements of income or operations, balance sheet and cash flows for the fiscal year or the fiscal quarter, respectively, ended on that date: (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, subject to ordinary, good faith year end audit adjustments in the case of such unaudited statements; (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and results of operations for the period covered thereby; and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Company and its consolidated Subsidiaries as of December the date thereof, including liabilities for taxes, material commitments and Contingent Obligations except for Indebtedness and other liabilities, the existence of which would not have a Material Adverse Effect. (b) To the best knowledge of the Company based on the representations and warranties made by the Target in the Merger Agreement, the audited consolidated financial statements of the Target and its Subsidiaries dated June 30, 2003, and the unaudited consolidated financial statements dated March 31, 20062004, and the related consolidated statements of income or operations, balance sheet and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then endedor the fiscal quarter, reported respectively, ended on by Ernst & Young LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to the date hereof, present fairly, that date: (i) were prepared in accordance with GAAP in all material respectsrespects and consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, subject to ordinary, good faith year end audit adjustments in the consolidated case of such unaudited statements; (ii) fairly present the financial condition of the Company Target and its consolidated Subsidiaries taken as at such a whole as of the date thereof and the consolidated results of the their operations of the Company and its consolidated Subsidiaries taken as a whole for the period ended on such datecovered thereby; and (iii) show all material Indebtedness and other liabilities, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein)direct or contingent, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company Target and its consolidated Subsidiaries as of September 30the date thereof, 2007including liabilities for taxes, material commitments and Contingent Obligations except for Indebtedness and other liabilities, the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies existence of which would not have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesa Material Adverse Effect. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since Since December 31, 20062003, there has been no Material Adverse Effect.

Financial Condition. (a) The audited consolidated balance sheet of the Company ▇▇▇▇ and its consolidated Subsidiaries as of December 31November 28, 2006, 1999 and the related audited consolidated statements of income earnings and statements of cash flows for the years ended November 27, 1998 and November 28, 1999 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (i) have been audited by PricewaterhouseCoopers, (ii) have been prepared in accordance with GAAP consistently, applied throughout the periods covered thereby and (iii) present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated financial position, results of operations and cash flows of the Company ▇▇▇▇ and its consolidated Subsidiaries as of such date and for the fiscal year then ended, reported on by Ernst & Young LLP, independent public accountants, copies such periods. The unaudited interim balance sheets of which have been furnished to the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company ▇▇▇▇ and its consolidated Subsidiaries as at such date the end of, and the related unaudited interim statements of earnings and of cash flows for, each fiscal quarterly period ended after November 28, 1999 and prior to the Closing Date have heretofore been furnished to each Lender. Such interim financial statements for each such quarterly period, (i) have been prepared in accordance with the requirements of the Securities and Exchange Commission for Form 10-Q and (ii) present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated financial position, results of the operations and cash flows of the Company ▇▇▇▇ and its consolidated Subsidiaries as of such date and for such periods. During the period ended on such datefrom November 28, all in accordance with GAAP consistently applied (except as approved 1999 to and including the Closing Date, there has been no sale, transfer or other disposition by the chief financial officer ▇▇▇▇ or any of such entity and as disclosed therein), excluding for purposes of this representation the effect its Subsidiaries of any subsequent revisions material part of the business or restatements thereto that may be required property of ▇▇▇▇ and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by the SEC with respect to any of them of any business or property (iincluding any capital stock of any other person) the accounting treatment relating material in relation to the negative revision consolidated financial condition of ▇▇▇▇ and its consolidated Subsidiaries, taken as a whole, in each case, which, is not reflected in the proven reserves of crude oil foregoing financial statements or in the notes thereto and natural gas of has not otherwise been disclosed in writing to the Company effected as of Lenders on or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesClosing Date. (b) The consolidated projected balance sheets and income statements of the Company ▇▇▇▇ and its consolidated Subsidiaries as of September 30delivered to each Lender pursuant to Section 7.1(d), 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished are based upon reasonable assumptions made known to the Administrative Agent on Lenders and upon information not known to be incorrect or prior to the date hereof, present fairly, misleading in all any material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesrespect. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. (a) The condensed, consolidated balance sheet of the Company and its consolidated Subsidiaries as of at December 31, 2006, 1997 and the related consolidated statements of income and of cash flows of the Company and its consolidated Subsidiaries for the fiscal year then endedended on such date, reported on by Ernst & Young Price Waterhouse LLP, independent public accountants, copies of which have heretofore been furnished to the Administrative Agent each Lender, are complete and the Lenders prior to the date hereof, correct and present fairly, in all material respects, fairly the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date date, and the consolidated results of the their operations of the Company and its their consolidated Subsidiaries cash flows for the period ended on such datefiscal year then ended. The unaudited condensed, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets sheet of the Company and its consolidated Subsidiaries as at each of September March 31, 1998 and June 30, 2007, 1998 and the related unaudited consolidated statements of income and of cash flows of the Company and its consolidated Subsidiaries for the fiscal period then endedrespective three- and six-month periods ended on such dates, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent on or prior to the date hereofeach Lender, are complete and correct and present fairly, in all material respects, fairly the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date dates, and the consolidated results of their operations and their consolidated cash flows for the respective three- and six-month periods then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). (b) To the Company's knowledge, the unaudited consolidated balance sheet of the Acquired Businesses as at December 31, 1997 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Acquired Businesses as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. To the Company's knowledge, the unaudited consolidated balance sheet of the Acquired Businesses as at each of March 31, 1998 and June 30, 1998 and the related unaudited consolidated statements of income 77 and of cash flows for the respective three- and six-month periods ended on such dates, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Acquired Businesses as at such dates, and the consolidated results of their operations and their consolidated cash flows for the respective three- and six-month periods then ended (subject to normal year-end audit adjustments). To the Company's knowledge, all such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein). (c) Neither the Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. (d) During the period from December 31, 1997 to and including the date hereof, there has been no sale, transfer or other disposition by the Company or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition (other than the Acquisition and the Interglas Transaction) of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to at December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges1997. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. Holdings has heretofore delivered to Lenders, at Lenders' request, the following financial statements and information: (ai) The the audited consolidated balance sheets of Holdings and its Subsidiaries for each of Fiscal Years 1996 and 1997, the unaudited consolidated balance sheet of the Company Holdings and its consolidated Subsidiaries as of December 31, 2006, for the Fiscal Year 1995 and the related audited consolidated statements of income income, stockholders' equity and cash flows of the Company Holdings and its Subsidiaries for each such foregoing Fiscal Year and (ii) the unaudited consolidated balance sheet of Holdings and its Subsidiaries for the fiscal year then ended, reported on by Ernst & Young LLP, independent public accountants, copies period consisting of which have been furnished to the Administrative Agent and the Lenders prior ten Accounting Periods ended subsequent to the date hereofof the most recent financial statements referred to in clause (i) and the related unaudited consolidated statement of income, present fairlystockholders' equity and cash flows of Holdings and its Subsidiaries for such period. All such statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position (on a consolidated financial condition basis) of the Company and its consolidated Subsidiaries entities described in such financial statements as at such date the respective dates thereof and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows (on a consolidated basis) of the Company and its consolidated Subsidiaries entities described therein for each of the fiscal period periods then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereofsubject, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of any such unaudited statements financial statements, to changes resulting from audit and normal year-year- end audit adjustments and reduced footnote disclosurethe absence of footnotes. On the Closing Date, excluding Holdings and its Subsidiaries do not (and will not following the funding of the initial Loans) have any Contingent Obligation, contingent liability or liability for purposes taxes, long-term lease or unusual forward or long-term commitment required to be reported in connection with GAAP that is not reflected in the foregoing financial statements for the Fiscal Year 1997 or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets or condition (financial or otherwise) of this representation Holdings or any of its Subsidiaries. The financial projections delivered to Agents and Lenders pursuant to subsection 4.1M are based on good-faith estimates and assumptions made by the effect management of any subsequent revisions Holdings, and on the Closing Date such management believe that said projections were reasonable, it being recognized by Lenders, however, that projections as to future events are not to be viewed as facts and that the actual results during the period or restatements thereto periods covered by said projections probably will differ from the projected results and that the differences may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesmaterial. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. (a) The audited consolidated balance sheet of the Company Borrower and its consolidated Subsidiaries as of December 31January 1, 2006, 1995 and the related audited consolidated statements of income earnings and statements of cash flows for the years ended January 2, 1994 and January 1, 1995 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (i) have been audited by Coopers & Lybr▇▇▇, ▇▇P, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such date and for such periods. The unaudited interim consolidated and consolidating balance sheets of the Borrower and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of earnings and of cash flows for each fiscal year then endedquarterly period ended after January 1, reported on by Ernst & Young LLP, independent public accountants, copies of which 1995 and prior to the Closing Date have heretofore been furnished to each Lender. Such interim financial statements for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the Administrative Agent periods covered thereby and (ii) present fairly (on the Lenders prior basis disclosed in the footnotes to such financial statements) the consolidated and consolidating (as applicable) financial condition, results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such date hereofand for such periods. During the period from January 1, present fairly1995 to and including the Closing Date, there has been no sale, transfer or other disposition by the Borrower or any of its Subsidiaries of any material part of the business or property of the Borrower and its consolidated Subsidiaries, taken as a whole, other than the sale of the Ogde▇ ▇▇▇ets, and no purchase or other acquisition by any of them of any business or property (including any capital stock of any other Person) material in all material respects, relation to the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries Subsidiaries, taken as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such datea whole, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein)each case, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision which, is not reflected in the proven reserves of crude oil and natural gas of foregoing financial statements or in the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesnotes thereto. (b) The consolidated pro forma balance sheets and income statements of the Company Borrower and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then endedyears 1996, 1997, 1998, 1999, 2000, 2001 and 2002, copies of which have heretofore been furnished to the Administrative Agent on or prior each Lender, are based upon reasonable assumptions made known to the date hereof, present fairly, Lenders and upon information not known to be incorrect or misleading in all any material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesrespect. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. The audited combined balance sheets, statements of income and statements of cash flows of Speedway Motorsports for the year ended December 31, 2011 have heretofore been furnished to each Lender. Such financial statements (aincluding the notes thereto) (i) have been audited by PricewaterhouseCoopers LLP, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated balance sheet Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the Company fiscal quarter ended September 30, 2012 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of December 31such date and for such periods. During the period from September 30, 20062012 to and including the Closing Date, and the related consolidated statements there has been no sale, transfer or other Asset Disposition by it or any of income and cash flows its Subsidiaries of any material part of the Company business or property of Speedway Motorsports and its consolidated Subsidiaries for the fiscal year then endedSubsidiaries, reported on taken as a whole, and no purchase or other acquisition by Ernst & Young LLP, independent public accountants, copies any of which have been furnished them of any business or property (including any Capital Stock of any other person) material in relation to the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respects, the consolidated combined financial condition of the Company Speedway Motorsports and its consolidated Subsidiaries Subsidiaries, taken as at such date and a whole, in each case which is not reflected in the consolidated results of foregoing financial statements or in the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all notes thereto or has not otherwise been disclosed in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating writing to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent Lenders on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesClosing Date. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. (a) The consolidated Company has heretofore furnished to the Agent and each Lender (i) the audited balance sheet of the Company and its consolidated Subsidiaries as of December 31, 2006, and the related consolidated audited statements of income income, retained earnings and cash flows flow of the Company and its consolidated Subsidiaries audited by Grant ▇▇▇▇▇▇▇▇ ▇▇▇, independent certified public accountants, for the fiscal year then ended, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December March 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent 2002, and (ii) the manner in which management-prepared balance sheet of the Company reported changes and the related statements of income, retained earnings and cash flow for the three month period ended June 30, 2002. Such financial statements were prepared in conformity with Generally Accepted Accounting Principles, applied on a consistent basis, and fairly present the financial condition and results of operations of the Company as of the date of such financial statements and for the periods to which they relate, subject to normal year end adjustments and, since March 31, 2002, no Material Adverse Effect has occurred. The Company shall deliver to the accounting Administrative Agent, with a copy for various hedging transactions each Lender, a certificate of the Financial Officer of the Company to that effect on the Closing Date. Other than obligations and related ceiling test impairment chargesliabilities arising in the ordinary course of business since March 31, 2002, there are no obligations or liabilities contingent or otherwise, of the Company which are not reflected or disclosed on such audited statements. (b) The consolidated Company is Solvent and immediately after giving effect to each respective Loan and each other extension of credit contemplated by this Agreement and the execution of each Loan Document, will be Solvent. (c) The pro-forma balance sheets sheet of the Company and its consolidated Subsidiaries as of the Closing Date, which balance sheet was previously delivered to the Administrative Agent, (i) was based upon the financial statements of the Company as of September 30, 20072002 after giving effect to the Maxxim Transaction, (ii) was prepared in conformity with Generally Accepted Accounting Principles, applied on a consistent basis, and (iii) fairly reflects the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed transactions contemplated therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in assumption and qualifications stated therein. The Company shall deliver to the proven reserves Administrative Agent, with a copy for each Lender, a certificate of crude oil and natural gas the Financial Officer of the Company effected as to that effect on the Closing Date. (d) The financial projections (including balance sheets, income statements and statements of or prior to December cash flows) of the Company for the fiscal years ending March 31, 2003 through and including March 31, 2007, which projections were previously delivered to the Administrative Agent, were prepared in good faith by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which Financial Officer of the Company reported changes after giving effect to the accounting Maxxim Transaction, based upon reasonable assumptions and on the basis of sound financial planning practice. The Financial Officer has no reason to believe that they are incorrect or misleading in any material respect. The Company shall deliver to the Administrative Agent, with a copy for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectivelyeach Lender, the “Disclosure Update”), as a certificate of the Effective Financial Officer of the Company to that effect on the Closing Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. (a1) The consolidated balance sheet of the Company Borrower and its consolidated Consolidated Subsidiaries as of at December 31, 20061995, and the related consolidated statements of income and operations, of cash flows and of changes in stockholders' equity for the Company fiscal year ended on that date, which have been furnished to each Lender, present fairly in all material respects the consolidated financial condition of Borrower and its Consolidated Subsidiaries as at that date, and the consolidated Subsidiaries results of their operations and their consolidated cash flows for the fiscal year then ended. (2) The consolidated balance sheet of Borrower and its Consolidated Subsidiaries at September 30,1996, reported and the related consolidated statements of operations, of cash flows and of changes in stockholders' equity for the three fiscal quarters ended on that date, which have been furnished to each Lender, present fairly in all material respects the consolidated financial condition of Borrower and its Consolidated Subsidiaries as at that date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. (3) The unaudited pro forma consolidated balance sheet of Borrower and its Consolidated Subsidiaries, as at September 30, 1996, certified by Ernst & Young LLP, independent public accountantsan Authorized Officer, copies of which have been furnished to the Administrative Agent and the Lenders prior to the date hereofeach Lender, present fairly, represents in all material respects, respects the pro forma consolidated financial condition of the Company each of Borrower and its consolidated Consolidated Subsidiaries as at such that date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the after giving effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in Common Stock Offering, the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007Approved Notes Offering, and the related consolidated statements initial extensions of income and cash flows of credit under this Agreement; PROVIDED, THAT, the Company and its consolidated Subsidiaries for the fiscal period then endedfinancial information which constitute projections, copies of which have been furnished to the Administrative Agent on or each Lender prior to the date hereofClosing Date, present fairlywere prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed by Borrower to be reasonable in all material respectsrespects at the time made and which Borrower believes are reasonable in all material respects on the date hereof. (4) The consolidated balance sheet and other financial statements, referred to in SECTIONS 7.01(A)(1) and (2), including the related schedules and notes thereto, were prepared in accordance with GAAP applied consistently throughout the period involved. Neither Borrower nor any of its Consolidated Subsidiaries had, at the date of the balance sheet, any material obligation, contingent liability, or liability for Taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the statement or in the notes thereto to the extent required by GAAP. During the period from January 1, 1997, to and including the date of this Agreement there has been no sale, transfer, or other disposition by Borrower or any of its Consolidated Subsidiaries of any material part of its business or property and 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 Company Borrower and its consolidated Consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges1996. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. (a) The Company has heretofore furnished to each Lender (i) the audited consolidated balance sheet of the Company and its Consolidated Subsidiaries and the related consolidated Subsidiaries as statement of income, retained earnings and cash flow of the Company and its Consolidated Subsidiaries, audited by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company, LLC, independent certified public accountants for the fiscal year ended December 31, 20061998, and (ii) the unaudited consolidated balance sheet of the Company and its Consolidated Subsidiaries and the related consolidated statements of income income, retained earnings and cash flows flow of the Company and its consolidated Consolidated Subsidiaries for the fiscal year then endedsix month period ended June 30, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished to the Administrative Agent 1999. Such financial statements were prepared in conformity with GAAP and the Lenders prior to the date hereof, fairly present fairly, in all material respects, the consolidated financial condition of the Company position and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Consolidated Subsidiaries as of the date of such financial statements and for the period ended on such dateperiods to which they relate and, all in accordance with GAAP consistently applied (since December 31, 1998, no Material Adverse Effect has occurred except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating on Schedule 4.03. The Company shall deliver to the negative revision in Agent, with a copy for each Lender, a certificate of the proven reserves Chief Financial Officer and the Chairman of crude oil and natural gas the Board of Directors of the Company effected to that effect on the Closing Date. Except as disclosed on Schedule 4.03, other than obligations and liabilities arising in the ordinary course of or prior to business since December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which 1998 there are no obligations or liabilities contingent or otherwise, of the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesor any of its Consolidated Subsidiaries which are not reflected on such statements. (b) The consolidated balance sheets of the Company Company, individually, and together with its consolidated Subsidiaries as of September 30Subsidiaries, 2007is Solvent and immediately after giving effect to each Loan contemplated by this Agreement, and the related consolidated statements execution of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then endedeach Loan Document, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may will be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesSolvent. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. The Borrower has heretofore furnished to the Lenders each of the following: (i) its consolidated balance sheet and statements of income, stockholders equity and cash flows (a) The consolidated balance sheet as of and for each of the Company fiscal years ended December 31, 2002 and December 31, 2003, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (b) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 2004, certified by its chief financial officer. Such consolidated financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Consolidated Subsidiaries as of such date and for such period in accordance with GAAP, subject to year-end adjustments and the absence of footnotes in the case of the statements referred to in clause (b) above; (ii) the Statutory Statements for the year ended December 31, 20062003 of each Insurance Company that is a Material Subsidiary and that is required by any Applicable Insurance Regulatory Authority to file such Statutory Statements, and such Statutory Statements have been prepared in accordance with statutory accounting practices and filed with the Applicable Insurance Regulatory Authorities, and present fairly, in all material respects, the financial condition of such Insurance Company as at said date and its results of operations for the fiscal year ended on said date in accordance with statutory accounting practices; and (iii) consolidated balance sheets of each Material Subsidiary which is not an Insurance Company described in paragraph (ii) above and its Consolidated Subsidiaries as at December 31, 2003, and the related consolidated statements of income income, stockholders’ equity and cash flows of the Company such Material Subsidiary and its consolidated Consolidated Subsidiaries for the its fiscal year then endedended on said date, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to the date hereof, all such financial statements present fairly, in all material respects, the consolidated financial condition of the Company such Material Subsidiary and its consolidated Consolidated Subsidiaries as at such the applicable date and the consolidated results of the their operations of the Company and its consolidated Subsidiaries for the period fiscal year ended on such said date, all in accordance with GAAP consistently and practices applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargeson a consistent basis. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. (a) The Borrower has heretofore furnished to each Lender an audited consolidated and related consolidating balance sheet of the Company Parent and its consolidated Subsidiaries (including Borrower) as of at December 31, 2006, 1995 and the notes thereto and the related consolidated statements of income income, stockholders' equity and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then ended, reported on ended as examined and certified by Ernst & Young LLP, the Parent's independent certified public accountants, copies and unaudited consolidated and consolidating interim financial statements of which have been furnished to the Administrative Agent Parent and the Lenders prior to the date hereofits Subsidiaries (including Borrower) consisting of a consolidated and consolidating balance sheets and related consolidated and consolidating statements of income, present fairlystockholders' equity and cash flows, in all material respectseach case without notes, for and as of the consolidated end of the six month period ending June 30, 1996. Except as set forth therein, such financial statements (including the notes thereto) present fairly the financial condition of the Company Parent and its consolidated Subsidiaries (including Borrower) as at of the end of such date fiscal year and 6 month period and results of their operations and the consolidated results of the operations of the Company and changes in its consolidated Subsidiaries stockholders' equity for the fiscal year and interim period ended on such datethen ended, all in accordance conformity with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein)on a Consistent Basis, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision subject however, in the proven reserves case of crude oil and natural gas of the Company effected as of or prior unaudited interim statements to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges.year end audit adjustments; (b) The consolidated balance sheets since June 30, 1996 there has been no material adverse change in the condition, financial or otherwise, of the Company Parent and its consolidated Subsidiaries as of September 30, 2007, and or the related consolidated statements of income and cash flows of the Company Borrower and its consolidated Subsidiaries for or in the fiscal period then endedbusinesses, copies of which have been furnished to the Administrative Agent on properties, performance, prospects or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for Borrower, the period ended on Parent or their Subsidiaries, nor have such date, all in accordance with GAAP consistently applied (except businesses or properties been materially adversely affected as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect a result of any subsequent revisions fire, explosion, earthquake, accident, strike, lockout, combination of workers, flood, embargo or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves act of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges.God; and (c) Except except as set forth in Schedule 4.05 or in the annual and quarterly reports financial statements referred to in Section 4.07 (collectively7.6(a) or in Schedule 7.6, neither Parent, Borrower nor any Subsidiary of Parent or Borrower has incurred, other than in the “Disclosure Update”)ordinary course of business, as of the Effective Dateany material Indebtedness, since December 31, 2006, there has been no Material Adverse EffectContingent Obligation or other commitment or liability which remains outstanding or unsatisfied.

Financial Condition. (a) The respective audited consolidated balance sheets of PCI and Network Holding as at December 31, 1995, and the related respective audited consolidated statements of operations, changes in stockholders' deficit (in the case of PCI), changes in partners' equity (in the case of Network Holding) and statements of cash flows for the fiscal year ended on such date, certified by the Accountants and to the best of its knowledge by a Responsible Officer of each of PCI and Network Holding, respectively, copies of which have heretofore been furnished to each Lender, present fairly the respective consolidated financial condition of PCI and Network Holding as at such date in all material respects, the respective consolidated results of their operations, PCI's consolidated changes in stockholders' deficit, Network Holdings' changes in partners' equity and their respective consolidated cash flows for the fiscal year then ended in all material respects. The unaudited consolidated balance sheets of each of the Borrower, UTG and Network Holding as at June 30, 1996 and the related respective unaudited consolidated statements of operation and cash flows for the six-month period ended on such date, certified to the best of its knowledge by a Responsible Officer of each of the Borrower, UTG and Network Holding, respectively, copies of which have heretofore been furnished to each Lender, present fairly the respective consolidated financial condition of such entities as at such date in all material respects, and the respective consolidated results of their operations and their respective consolidated cash flows for the six-month period then ended. All such financial statements (the "FINANCIAL STATEMENTS"), including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such Accountants or Responsible Officers, as the case may be, and as disclosed therein and for the absence of notes). None of the Borrower, UTG or Network Holding, each on a consolidated basis, had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto and which is material in relation to the respective consolidated financial condition of such entities at such date. (b) The PRO FORMA consolidated balance sheet of the Company Borrower and its consolidated Subsidiaries as of at December 31, 20061995, and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, and the PRO FORMA balance sheet of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then ended, reported on by Ernst & Young LLP, independent public accountantssix-month period ended as such date, copies of which have heretofore been furnished to the Administrative Agent and the Lenders prior to the date hereofeach Lender, present fairly, in all material respectsthe opinion of the Borrower, the PRO FORMA consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such date dates, assuming that the Loans had been made, the IPO had been consummated (with the resulting gross proceeds thereof being $163,400,000) and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all reorganization referred to in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (iSection 3.30(b) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or had been completed immediately prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges1995. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. (ai) The audited Consolidated financial statements of the Company and its Subsidiaries for the fiscal years ended 2009, 2010 and 2011 and of the Acquired Company and its Subsidiaries for the fiscal years ended 2009, 2010 and 2011, together with the related Consolidated statements of income or operations, equity and cash flows for the fiscal years ended on such dates (and, with respect to the Acquired Company, together with a quality of earnings report prepared by G▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP), (ii) the unaudited Consolidated financial statements of the Company and its Subsidiaries and of the Acquired Company and its Subsidiaries for the year-to-date period ending on the last day of the quarter that ended at least twenty (20) days prior to the Closing Date, together with the related Consolidated of income or operations, equity and cash flows for the year-to-date period ending on such date and (iii) pro forma consolidated financial statements for the Company and its Subsidiaries for the four-quarter period most recently ended prior to the Closing Date for which financial statements are available giving pro forma effect to the Transactions (it being understood that the Company will endeavor to prepare such financial statements in accordance with Regulation S-X under the Securities Act of 1933, as amended, and all other rules and regulations of the SEC under such Securities Act) (iv) a pro forma balance sheet of the Company and its consolidated Subsidiaries as of December 31, 2006, and the related consolidated statements of income and cash flows last day of the Company and its consolidated Subsidiaries for the fiscal year then ended, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders quarter that ended at least twenty (20) days prior to the Closing Date giving pro forma effect to the Transactions as if the Transactions had occurred as of such date hereof(in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements): (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries Subsidiaries, as at such applicable, as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and the consolidated results of operations for the operations period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, of the Company and its consolidated Subsidiaries for the period ended on such dateSubsidiaries, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and applicable, as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31date thereof, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent including liabilities for taxes, material commitments and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargescontingent obligations. (b) The consolidated balance sheets five-year projections of the Company Credit Parties and its consolidated their Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries (prepared quarterly for the fiscal period then ended, copies first year following the Closing Date and annually thereafter for the term of which have been furnished this Agreement) delivered to the Administrative Agent Lenders on or prior to the date hereof, present fairly, Closing Date have been prepared in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesgood faith based upon reasonable assumptions. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. (a) The There have been furnished to each of the Lenders (i) consolidated balance sheet sheets of the Company ▇▇▇▇ and its consolidated Subsidiaries as of December July 31, 20062009, and the related a consolidated statements statement of income operations and consolidated statement of cash flows flow of the Company ▇▇▇▇ and its consolidated Subsidiaries for the fiscal year then ended, reported on certified by Ernst & Young LLP, independent public accountants, copies and (ii) an unaudited consolidated and consolidating balance sheet of which have been furnished to the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company ▇▇▇▇ and its consolidated Subsidiaries as at such date of January 31, 2010, and the an unaudited consolidated results statement of the operations and consolidated statement of the Company cash flow of ▇▇▇▇ and its consolidated Subsidiaries for the period ended on such datethen ended. Such balance sheets, all statements of operations and statements of cash flow have been prepared in accordance with GAAP consistently applied (except and fairly present in all material respects the financial condition of ▇▇▇▇ and its Subsidiaries as approved by at the chief financial officer close of business on the dates thereof and the results of operations for the periods then ended, subject, in the case of such entity unaudited consolidated balance sheet, unaudited consolidated statement of operations and unaudited consolidated statement of cash flow, to year-end adjustments, and except that there are no notes to such financial statements. There are no contingent liabilities that are likely to become fixed obligations of ▇▇▇▇ or any of its Subsidiaries as disclosed therein)of such dates involving material amounts, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating known to the negative revision in the proven reserves of crude oil and natural gas Financial Officers of the Company effected as of or prior to December 31Loan Parties, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent which were not disclosed in such balance sheets and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and notes related ceiling test impairment chargesthereto. (b) The projected consolidated balance sheets and cash flow statements of the Company ▇▇▇▇ and its consolidated Subsidiaries have been prepared in good faith, are based upon estimates and assumptions which the Borrowers deem reasonable as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, have been prepared on the consolidated financial condition basis of the Company assumptions stated therein and reflect the reasonable estimates of ▇▇▇▇ and its consolidated Subsidiaries as at such date and of the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed other information projected therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December From January 31, 20062010, there has been no event or occurrence which has had a Material Adverse Effect.

Financial Condition. (a) The consolidated audited combined balance sheet sheets of the Company and its consolidated Subsidiaries as of Old Services dated December 31, 20061996 and unaudited combined balance sheets of the Company and Old Services dated June 30, 1997 provided to the Agent and the Banks, and the related consolidated statements of income or operations, members' equity and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then endedand two fiscal quarters, reported respectively, ended on by Ernst & Young LLPthat date: (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, independent public accountants, copies of which have been furnished to except as otherwise expressly noted therein; (ii) fairly present the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries Old Sevices as at such date of the dates thereof and the consolidated results of operations for the operations period covered thereby; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except Old Services as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31dates thereof, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent including liabilities for taxes, material commitments and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesContingent Obligations. (b) The pro forma unaudited consolidated balance sheets financial statements of the Company dated June 30, 1997 provided to the Agent and the Banks, and the related pro forma consolidated statements of income or operations, members' equity and cash flows for the two fiscal quarters ended on that date, fairly present on a pro forma basis the effect of the transfer of the assets of Old Services to the Company at the beginning of such period upon the combined financial performance of the Company and its consolidated Subsidiaries as Old Services described in the financial statements referenced in subsection 6.11(a) for the two fiscal quarters ending on that date. The Company will, upon execution and delivery of September 30the Conveyance Agreements on the Closing Date, 2007succeed in all material respects to the business, assets, properties, liabilities and the related consolidated operations reflected by those pro forma financial statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on other than $1,000,000 in cash or prior to the date hereof, present fairly, cash equivalents being retained in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesOld Services. (c) Except as All projections heretofore or hereafter furnished to the Agent and the Banks for purposes of or in connection with this Agreement have been prepared in good faith on the basis of the assumptions stated therein, which assumptions are, in the opinion of the management of the Company, fair in the light of conditions existing at the time of delivery of such projections; and at the time of delivery, the management of the Company believed that the forecasts of the Company's future financial performance set forth in Schedule 4.05 or in the annual projections were reasonable and quarterly reports referred to in Section 4.07 attainable. (collectivelyd) Since June 30, the “Disclosure Update”), as of the Effective Date, since December 31, 20061997, there has been no Material Adverse Effect.

Financial Condition. (a) The unaudited consolidated balance sheet of the Company Borrower and its consolidated Subsidiaries as at the end of December 31each calendar month from and after January 1, 20062004 until the date hereof, and the related consolidated statements of income and of cash flows of the Company and its consolidated Subsidiaries for the fiscal year then endedcalendar month ended on such dates, reported on certified by Ernst & Young LLP, independent public accountantsa Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent each Lender, are complete and the Lenders prior to the date hereof, present fairly, correct in all material respects, respects and present fairly the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such date dates, and the consolidated results of the their operations of the Company and its their consolidated Subsidiaries cash flows for the period ended on calendar month then ended. All such datefinancial statements, all including the related schedules and notes thereto, have been prepared in accordance with GAAP (except for, in the case of any unaudited financial statements, the absence of footnotes and year-end adjustments) applied consistently applied throughout the periods involved (except as approved by such accountants or Responsible Officer, as the chief financial officer of such entity case may be, and as disclosed therein). Neither the Borrower nor any of its consolidated Subsidiaries had, excluding at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, Contingent Liability (other than earnouts pursuant to an Acquisition) or liability for purposes of this representation the effect of taxes, or any subsequent revisions long-term lease or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in the proven reserves of crude oil and natural gas of foregoing statements or in the Company effected as of or prior notes thereto, subject to normal year-end adjustments. During the period from December 31, 2003 to and including the date hereof there has been no sale, transfer or other disposition by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) Global Signal, the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets Borrower or any of the Company and its their respective consolidated Subsidiaries of any material part of its business or property (other than as permitted hereunder) and no purchase or other acquisition of September 30any business or property (including any Capital Stock of any other Person), 2007other than Acquisitions not prohibited under this Agreement or the other Loan Documents, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished material in relation to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company Global Signal and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges2003. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. (a) The audited consolidated balance sheet sheets of the Company Borrower and its consolidated Subsidiaries as of December 31September 30, 20062004 and September 30, 2005 and the related consolidated statements of income income, shareholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then endedyears ended September 30, 2003, September 30, 2004 and September 30, 2005, reported on by Ernst & Young and accompanied by unqualified reports from KPMG LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date date, and the consolidated results of operations and consolidated cash flows for the operations respective fiscal years then ended, of the Company Borrower and its consolidated Subsidiaries for Subsidiaries. All such financial statements, including the period ended on such daterelated schedules and notes thereto, all have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby (except as approved by a Responsible Officer, and disclosed in any such schedules and notes, and subject to the chief omission of footnotes from such unaudited financial officer of such entity statements). During the period from December 31, 2005 to and including the Closing Date, except as disclosed therein)provided in or permitted under the Investment Agreement or in connection with the Transactions, excluding for purposes of this representation there has been no sale, transfer or other disposition by the effect Borrower and its consolidated Subsidiaries of any subsequent revisions material part of the business or restatements thereto that may be required property of the Borrower and its consolidated Subsidiaries taken as a whole, and no purchase or other acquisition by the SEC with respect to any of them of any business or property (iincluding any Capital Stock of any other Person) the accounting treatment relating material in relation to the negative revision consolidated financial condition of the Borrower and its consolidated Subsidiaries, taken as a whole, in each case, which is not reflected in the proven reserves of crude oil foregoing financial statements or in the notes thereto and natural gas of has not otherwise been disclosed in writing to the Company effected as of Lenders on or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesClosing Date. (b) The consolidated pro forma balance sheets sheet and statements of operations of the Company Borrower and its consolidated Subsidiaries (the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to each Lender, are the balance sheet and statements of operations of the Borrower and its consolidated Subsidiaries as of September June 30, 20072006 (the “Pro Forma Date”), adjusted to give effect (as if such events had occurred on such date for purposes of the balance sheet and on October 1, 2004 for purposes of the statement of operations), to the consummation of the Transactions, and the related consolidated statements Extensions of income and cash flows of Credit hereunder on the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesClosing Date. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. Maintain Borrower's financial condition as follows (on a consolidated basis with Borrower’s Subsidiaries) using GAAP consistently applied and used consistently with prior practices (except to the extent modified by the definitions herein): (a) The Total Liabilities divided by Tangible Net Worth not greater than 2.00 to 1.00 at any time, measured quarterly, with “Total Liabilities” defined as all liabilities of Borrower and its Subsidiaries, determined in accordance with GAAP, and with “Tangible Net Worth” defined as total assets less total liabilities, in each case as would be shown on a consolidated balance sheet of the Company Borrower and its consolidated Subsidiaries as of December 31, 2006, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then ended, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all prepared in accordance with GAAP consistently applied (except as approved by GAAP. For the chief financial officer of such entity and as disclosed therein), excluding for purposes purpose of this representation the effect of any subsequent revisions or restatements thereto that may definition, there shall be required by the SEC with respect to (i) excluded from the accounting treatment relating to the negative revision in the proven reserves definition of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date“assets”, all assets classified as intangible in accordance with GAAP consistently applied GAAP, including organizational expenses, patents, trademarks, service marks, copyrights, goodwill, franchises, brand names, covenants not to compete, research and development costs, treasury stock, and monies due from principals and affiliates and all unamortized debt, discounts and deferred charges,(ii) deducted from “assets”, reserves for last in first out (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure UpdateLIFO”), as depreciation, depletion, obsolescence and amortization and all other proper reserves that are required to be maintained pursuant to this Agreement or that, in accordance with GAAP, should be established in connection with the business conducted by the Borrower and its Subsidiaries, and (iii) “liabilities” shall include any debt subordinated in writing to the obligations of the Effective Date, since December 31, 2006, there has been no Material Adverse EffectBorrower subject hereto on terms and conditions acceptable to Bank.

Financial Condition. (a) The pro forma balance sheet of the Company and its Subsidiaries (the "Pro Forma Balance Sheet"), certified by a Responsible Officer of the Company, copies of which have heretofore been furnished to the Administrative Agent, is, to the knowledge of the Company, the unaudited consolidated balance sheet of the Company as at October 31, 2001, adjusted to give effect to (i) the Loans to be made on the Closing Date and the use of proceeds thereof and (ii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet was prepared based on good faith assumptions and is, to the knowledge of the Company, based on the best information available to the Company as of the date of delivery thereof, and reflects on a pro forma basis, in all material respects, the financial position of Company and its Subsidiaries as at October 31, 2001. (b) The audited consolidated financial statements of the Company and its Subsidiaries as of December 31, 1998, December 31, 1999 and December 31, 2000, reported on by Pricewaterhouse Coopers LLP, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries as at such dates, and the consolidated results of the Company's operations and the Company's cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as of December at October 31, 20062001, and the related unaudited consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then ended, reported ten-month period ended on by Ernst & Young LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to the date hereofsuch date, present fairly, fairly in all material respects, respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date date, and the consolidated results of the its operations of the Company and its consolidated Subsidiaries cash flows for the ten-month period then ended on such date, all (subject to normal year-end audit adjustments). Such financial statements and the related schedules and notes thereto have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as approved by such accountants or Responsible Officer, as the chief financial officer of such entity case may be, and as disclosed therein). During the period from October 31, excluding for purposes 2001 to and including the date hereof there has been, to the knowledge of this representation the effect Company, no sale, transfer or other disposition by the Company or any of its Subsidiaries of any subsequent revisions material part of its business, or restatements thereto that may be required by the SEC with respect to property and no purchase or other acquisition of any business or property (i) the accounting treatment relating to the negative revision including any capital stock of any other Person but excluding sales of inventory in the proven reserves ordinary course of crude oil and natural gas of the Company effected as of or prior business) material in relation to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December October 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges2001. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. The Company has delivered to the Banks prior to the Spin-Off the following financial statements: (ai) The the audited consolidated balance sheet of the Company and its consolidated Subsidiaries as of December 31, 2006, and the related consolidated statements of income operations, changes in stockholders' equity and cash flows of the Company and its Subsidiaries as of and for the fiscal year ended June 30, 1996, reported upon by KPMG Peat Marwick LLP; (ii) the unaudited pro forma consolidated balance sheet and statement of operations of the Company and its Subsidiaries as of and for the fiscal year ended June 30, 1996, prepared under the assumption that the transactions contemplated by the Distribution Agreement had occurred on July 1, 1995, which statement of operations is set forth in the Joint Proxy Statement/Prospectus on Schedule 14A pursuant to which the registration of the shares of common stock of the New Company to be issued in connection with the Spin-Off is to be effected; and (iii) the unaudited pro forma consolidated balance sheet and statement of operations of the Company and its Subsidiaries for the fiscal year then endedquarter ended September 30, reported 1996, prepared under the assumption that the transactions contemplated by the Distribution Agreement had occurred on by Ernst & Young LLPJuly 1, independent public accountants1996, copies which balance sheet and statement of which have been furnished operations is set forth in said Joint Proxy Statement/Prospectus. The financial statements referred to the Administrative Agent in clauses (i) and the Lenders prior to the date hereof, (ii) above present fairly, in all material respects, the actual or pro forma (as the case may be) consolidated financial condition of the Company position and its consolidated Subsidiaries as at such date and the consolidated results of operations and (in the operations case of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to clause (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its Subsidiaries as of such dates and for such periods in accordance with generally accepted accounting principles and practices applied on a consistent basis, except (in the case of such pro forma consolidated Subsidiaries for financial statements) as required by the fiscal period then ended, copies rules and regulations of which have been furnished the SEC (including Regulation S-X issued by the SEC). The pro forma financial 3 4 statements referred to the Administrative Agent on or prior to the date hereof, in clause (iii) above present fairly, in all material respects, the pro forma consolidated financial condition of the Company position and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries as of September 30, 1996, and for the period fiscal quarter ended on such said date, all and have been prepared on a basis consistent with the preparation of the audited financial statements as at June 30, 1996 referred to in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to clause (i) above. Neither the accounting treatment relating Company nor any of its Subsidiaries had on said dates any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to the negative revision or reflected or provided for in the proven reserves of crude oil and natural gas of the Company effected balance sheets as of or prior to December 31at said dates. Since September 30, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 20061996, there has been no Material Adverse Effectmaterial adverse change in the consolidated financial condition, operations, business or prospects taken as a whole of the Company and its Consolidated Subsidiaries from that set forth in said financial statements as at said date." E. Section 7.09 of the Credit Agreement is hereby amended by deleting the reference therein to "June 30, 1982" and inserting "June 30, 1988" in lieu thereof. F.

Financial Condition. (ai) The (x) reports of independent registered public accounting firm of the Parent and its Subsidiaries (excluding CoCaLo, LaJobi, LaJobi Industries and I & J) for Fiscal Years 2004, 2005 and 2006, including audited consolidated balance sheet sheets, statements of operations and statements of cash flows of the Company Parent and its consolidated Subsidiaries as (excluding CoCaLo, LaJobi, LaJobi Industries and I & J) for such periods (together with the unqualified certification of December 31such accountants relating thereto), 2006, together with the unaudited consolidating balance sheets and the related consolidated statements of income operations of the Parent and its Subsidiaries (excluding CoCaLo, LaJobi, LaJobi Industries and I & J), as certified by the Chief Financial Officer and accompanied by agreed upon procedures letter from the aforementioned accounting firm, in each case, for such Fiscal Years and (y) with respect to the fiscal months and Fiscal Quarters ended after Fiscal Year 2006 through September 30, 2007, unaudited consolidated and consolidating balance sheets and statements of earnings and cash flows of the Company Borrowers and its consolidated their Subsidiaries for (excluding CoCaLo, LaJobi, LaJobi Industries and I & J), as certified by the fiscal year then ended, reported on by Ernst & Young LLP, independent public accountantsChief Financial Officer and (ii) the financial statements of the Targets described in Section 12.1.12 hereof, copies of each of which have been furnished delivered to the Administrative Agent and the Lenders prior Agent, were prepared in accordance with GAAP (subject to the date hereofabsence of footnotes and to normal year-end adjustments, solely with respect to unaudited financial statements) and present fairly, fairly in all material respects, respects the consolidated financial condition of the Company Borrowers and their Subsidiaries, the Parent and its consolidated Subsidiaries Subsidiaries, and each of the Targets and their respective Subsidiaries, as applicable, as at such date dates and the consolidated results of the their operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period periods then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. Holdings has heretofore delivered to JPMSI, Administrative Agent and the Lenders, at Lenders' request, the following financial statements and information: (ai) The the audited consolidated balance sheets of Holdings and its Subsidiaries for each of Fiscal Year 2002 and the related audited consolidated statements of income, stockholders' equity and cash flows of Holdings and its Subsidiaries for such foregoing Fiscal Year and (ii) the unaudited consolidated balance sheet of the Company Borrower and its consolidated Subsidiaries as of December 31for the three-month period ended March 23, 2006, 2003 and the related unaudited consolidated statements statement of income income, stockholders' equity and cash flows of the Company Borrower and its consolidated Subsidiaries for the fiscal year then endedsuch period, reported all included in Borrower's Quarterly Report on by Ernst & Young LLP, independent public accountants, copies of which have been furnished to the Administrative Agent Form 10-Q for such period. All such statements were prepared in conformity with GAAP and the Lenders prior to the date hereof, present fairlyfairly present, in all material respects, the financial position (on a consolidated financial condition basis) of the Company and its consolidated Subsidiaries entities described in such financial statements as at such date the respective dates thereof and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows (on a consolidated basis) of the Company and its consolidated Subsidiaries entities described therein for each of the fiscal period periods then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereofsubject, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of any such unaudited statements financial statements, to changes resulting from audit and normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes the absence of this representation footnotes. On the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Restatement Effective Date, since December 31Holdings and its Subsidiaries do not (and will not following the funding of the initial Loans) have any Contingent Obligation, 2006contingent liability or liability for taxes, there has been no Material Adverse Effectlong-term lease or unusual forward or long-term commitment required to be reported in connection with GAAP that is not reflected in the foregoing financial statements for the Fiscal Year 2002 or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets or condition (financial or otherwise) of Holdings or any of its Subsidiaries. The Pro Forma Financial Statements, together with a related funds flow statement, delivered to JPMSI, Administrative Agent and Lenders pursuant to subsection 4.1K are based on good-faith estimates and assumptions made by the management of Holdings, and on the Restatement Effective Date such management believe that the projections contained in the Pro Forma Financial Statements were reasonable, it being recognized by Lenders, however, that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by said the Pro Forma Financial Statements probably will differ from the projected results and that the differences may be material.

Financial Condition. (a) The audited consolidated balance sheet of the Company ▇▇▇▇ and its consolidated Subsidiaries as of December 313, 2006, 1995 and the related audited consolidated statements of income earnings and statements of cash flows for the years ended November 27, 1994 and December 3, 1995 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (i) have been audited by Coopers; & ▇▇▇▇▇▇▇, (ii) have been prepared in accordance with GAAP consistently, applied throughout the periods covered thereby and (iii) present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated financial position, results of operations and cash flows of the Company ▇▇▇▇ and its consolidated Subsidiaries as of such date and for the fiscal year then ended, reported on by Ernst & Young LLP, independent public accountants, copies such periods. The unaudited interim balance sheets of which have been furnished to the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company ▇▇▇▇ and its consolidated Subsidiaries as at such date the end of, and the related unaudited interim statements of earnings and of cash flows for, each fiscal quarterly period ended after December 3, 1995 and prior to the Closing Date have heretofore been furnished to each Lender. Such interim financial statements for each such quarterly period, (i) have been prepared in accordance with the requirements of the Securities and Exchange Commission for Form 10-Q and (ii) present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated financial position, results of the operations and cash flows of the Company ▇▇▇▇ and its consolidated Subsidiaries as of such date and for such periods. During the period ended on such datefrom December 3, all in accordance with GAAP consistently applied (except as approved 1995 to and including the Amendment Effective Date, there has been no sale, transfer or other disposition by the chief financial officer ▇▇▇▇ or any of such entity and as disclosed therein), excluding for purposes of this representation the effect its Subsidiaries of any subsequent revisions material part of the business or restatements thereto that may be required property of ▇▇▇▇ and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by the SEC with respect to any of them of any business or property (iincluding any capital stock of any other person) the accounting treatment relating material in relation to the negative revision consolidated financial condition of ▇▇▇▇ and its consolidated Subsidiaries, taken as a whole, in each case, which, is not reflected in the proven reserves of crude oil foregoing financial statements or in the notes thereto and natural gas of has not otherwise been disclosed in writing to the Company effected as of Lenders on or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesClosing Date. (b) The consolidated projected balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated income statements of income and cash flows of the Company ▇▇▇▇ and its consolidated Subsidiaries for the fiscal period then endedyears 1997, 1998, 1999 and 2000, copies of which have heretofore been furnished to the Administrative Agent on or prior each Lender, are based upon reasonable assumptions made known to the date hereof, present fairly, Lenders and upon information not known to be incorrect or misleading in all any material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesrespect. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. (a) The audited consolidated and consolidating balance sheet sheets and income statements of the Company Modtech and its consolidated Subsidiaries as of for the fiscal years ended December 31, 20061995, December 31, 1996, December 31, 1997 and for the 9-month period ended September 30, 1998 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (i) with respect to each such fiscal year, have been audited by KPMG Peat Marwick LLP, and with respect to such 9-month period, have been reviewed by KPMG Peat Marwick LLP, (ii) have been prepared in accordance with GAAP consistently, applied throughout the related periods covered thereby and (iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated statements financial condition, results of income operations and cash flows of the Company Modtech and its consolidated Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Modtech and its Subsidiaries as at the end of, and the related unaudited interim statements of earnings and of cash flows for, each fiscal year then endedmonth and quarterly period ended after December 31, reported on by Ernst & Young LLP, independent public accountants, copies of which 1997 and prior to the Closing Date have heretofore been furnished to the Administrative Agent and the Lenders prior to the date hereofeach Lender. Such interim financial statements for each such quarterly period, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all (i) have been prepared in accordance with GAAP consistently applied (except as approved by throughout the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent periods covered thereby and (ii) present fairly (on the manner basis disclosed in which the Company reported changes footnotes to such financial statements) the consolidated and consolidating financial condition, results of operations and cash flows of Modtech and its Subsidiaries as of such date and for such periods. During the period from December 31, 1997 to and including the Closing Date, there has been no sale, transfer or other disposition by Modtech or any Subsidiary of Modtech of any material part of the business or property of Modtech and its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material in relation to the accounting for various hedging transactions consolidated financial condition of Modtech and related ceiling test impairment chargesits Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (b) The consolidated and consolidating balance sheets and income statements of the Company SPI and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal years ended January 31, 1996 and January 31, 1997, the two months ended March 27, 1997, the fiscal year ended March 31, 1998 and the 6-month period then endedended September 30, copies of which 1998 have heretofore been furnished to each Lender. Such financial statements (including the Administrative Agent on or prior notes thereto) (i) with respect to the date hereofeach such fiscal year, present fairlyhave been audited by Arth▇▇ ▇▇▇e▇▇▇▇ LLP, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at with respect to such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the 6-month period ended on such dateSeptember 30, all 1998, have been reviewed by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (except iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the SPI and its Subsidiaries as approved by the chief financial officer of such entity date and for such periods. The unaudited interim balance sheets of SPI and its Subsidiaries as disclosed therein)at the end of, subject in and the case related unaudited interim 66 72 statements of earnings and of cash flows for, each fiscal month and quarterly period ended after March 31, 1998 and prior to the Closing Date have heretofore been furnished to each Lender. Such interim financial statements for each such unaudited statements to normal year-end audit adjustments and reduced footnote disclosurequarterly period, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) have been prepared in accordance with GAAP consistently applied throughout the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent periods covered thereby and (ii) present fairly (on the manner basis disclosed in which the Company reported changes footnotes to such financial statements) the consolidated and consolidating financial condition, results of operations and cash flows of SPI and its Subsidiaries as of such date and for such periods. During the period from March 31, 1998 to and including the Closing Date, there has been no sale, transfer or other disposition by SPI or any Subsidiary of SPI of any material part of the business or property of SPI and its Subsidiaries, taken as a whole, and no purchase or other acquisition (other than the acquisition of Rosewood Enterprises, Inc. by SPI) by any of them of any business or property (including any Capital Stock of any other person) material in relation to the accounting for various hedging transactions consolidated financial condition of SPI and related ceiling test impairment chargesits Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (c) Except as set forth in Schedule 4.05 or in The pro forma consolidated balance sheet of the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), Consolidated Parties as of the Effective Closing Date giving effect to the Transaction in accordance with the terms of the Merger Agreement and reflecting estimated purchase price accounting adjustments will be furnished to each Lender within 45 days subsequent to the Closing Date. Such pro forma balance sheet (i) will be prepared in accordance with the requirements of Regulation S-X under the Securities Act of 1933, since December 31as amended, 2006applicable to a Registration Statement under such Act on Form S-4, there has and (ii) will be based upon reasonable assumptions made known to the Lenders and upon information not known to be incorrect or misleading in any material respect. (d) The financial statements delivered to the Lenders pursuant to Section 7.1(a) and (b), (i) have been no Material Adverse Effectprepared in accordance with GAAP (except as may otherwise be permitted under Section 7.1(a) and (b)) and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated and consolidating financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods.

Financial Condition. (a) The consolidated audited combined balance sheet sheets of the Company and its consolidated Subsidiaries as of Old Services dated December 31, 20061996 and unaudited combined balance sheets of the Company and Old Services dated June 30, 1997 provided to the Agent and the Banks, and the related consolidated statements of income or operations, members' equity and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then endedand two fiscal quarters, reported respectively, ended on by Ernst & Young LLPthat date: (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, independent public accountants, copies of which have been furnished to except as otherwise expressly noted therein; (ii) fairly present the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries Old Services as at such date of the dates thereof and the consolidated results of operations for the operations period covered thereby; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except Old Services as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31dates thereof, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent including liabilities for taxes, material commitments and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesContingent Obligations. (b) The pro forma unaudited consolidated balance sheets financial statements of the Company dated June 30, 1997 provided to the Agent and the Banks, and the related pro forma consolidated statements of income or operations, members' equity and cash flows for the two fiscal quarters ended on that date, fairly present on a pro forma basis the effect of the transfer of the assets of Old Services to the Company at the beginning of such period upon the combined financial performance of the Company and its consolidated Subsidiaries as Old Services described in the financial statements referenced in subsection 6.11(a) for the two fiscal quarters ending on that date. The Company will, upon execution and delivery of September 30the Conveyance Agreements on the Closing Date, 2007succeed in all material respects to the business, assets, properties, liabilities and the related consolidated operations reflected by those pro forma financial statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on other than $1,000,000 in cash or prior to the date hereof, present fairly, cash equivalents being retained in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesOld Services. (c) Except as All projections heretofore or hereafter furnished to the Agent and the Banks for purposes of or in connection with this Agreement have been prepared in good faith on the basis of the assumptions stated therein, which assumptions are, in the opinion of the management of the Company, fair in the light of conditions existing at the time of delivery of such projections; and at the time of delivery, the management of the Company believed that the forecasts of the Company's future financial performance set forth in Schedule 4.05 or in the annual projections were reasonable and quarterly reports referred to in Section 4.07 attainable. (collectivelyd) Since June 30, the “Disclosure Update”), as of the Effective Date, since December 31, 20061997, there has been no Material Adverse Effect.

Financial Condition. (a) The consolidated balance sheet Each of the Company and its consolidated Subsidiaries as of December 31, 2006, and the related consolidated financial statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then ended, reported on by Ernst & Young LLP, independent public accountants, described below (copies of which have heretofore been furnished provided to the Administrative Agent and the Lenders prior for distribution to the date hereofLenders) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby, are complete and correct in all material respects and present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the from operations of the Company entities and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein)periods specified, subject in the case of such unaudited interim company-prepared statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes the absence of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to footnotes: (ia) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas audited consolidated balance sheets of the Company effected Borrower and its consolidated Subsidiaries dated as of or prior to June 30, 1999, June 30, 2000 and June 30, 2001, together with the related audited statements of income, stockholders' equity and cash flows for the respective fiscal years then ended, certified by Ernst & Young LLP, certified public accountants; (b) the unaudited, company-prepared balance sheets of the Borrower and its consolidated Subsidiaries dated as of December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent 2001, together with the related unaudited, company-prepared statements of income, stockholders' equity and (ii) cash flows for the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges.fiscal quarter then ended; (c) Except the audited consolidated balance sheets of the Acquired Company dated as set forth in Schedule 4.05 or in of January 2, 2000, December 31, 2000 and December 30, 2001, together with the related audited statements of income and stockholders' equity for the respective fiscal years then ended, certified by Ernst & Young LLP, certified public accountants; (d) the audited consolidated balance sheet of the Acquired Company dated as of September 30, 2001, together with the related audited statements of income and stockholders' equity for the nine month period then ended, certified by Ernst & Young LLP, certified public accountants; and (e) after the Closing Date, the annual and quarterly reports financial statements provided in accordance with Sections 7.1(a) and (b). The Pro Forma Statements are based upon reasonable assumptions made known to the Lenders and upon information not known to be incorrect or misleading in any material respect. The representations regarding the financial statements referred to in Section 4.07 the immediately preceding subsections (collectively, c) and (d) are only made to the “Disclosure Update”), knowledge of the Responsible Officers of the Borrower as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effectdate such representation is made.

Financial Condition. (ai) The audited consolidated balance sheet sheets and income statements of the Company Bagcraft and its consolidated Subsidiaries as of December 31, 2006, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then ended, reported on by Ernst & Young LLP, independent public accountants, copies of which years 1996 and 1997 have heretofore been furnished to each Lender. Such financial statements (including the Administrative Agent and the Lenders prior to the date hereofnotes thereto) (i) have been audited by Coopers & ▇▇▇▇▇▇▇, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (except iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of Bagcraft and its Subsidiaries as approved by the chief financial officer of such entity date and for such periods. The unaudited interim consolidated balance sheets of Bagcraft and its Subsidiaries as disclosed therein)of the end of, excluding and the related unaudited interim consolidated statements of earnings and of cash flows for, each fiscal month and quarterly period ended after October 31, 1998 and prior to the Closing Date have heretofore been furnished to each Lender. Such interim financial statements for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent periods covered thereby and (ii) present fairly (on the manner basis disclosed in which the Company reported changes footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of Bagcraft and its Subsidiaries as of such date and for such periods. During the period from October 31, 1998 to and including the Closing Date, there has been no sale, transfer or other disposition by Bagcraft or any of its Subsidiaries of any material part of the business or property of Bagcraft and its Subsidiaries taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the accounting consolidated financial condition of Bagcraft and its Subsidiaries taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (ii) The unaudited balance sheets and income statements of IPMC for various hedging transactions fiscal years 1995, 1996 and 1997 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby (except as otherwise indicated in Section 5.7(a) of the Detroit Paper Mill Purchase Agreement) and (ii) present fairly the financial condition, results of operations and cash flows of IPMC as of such date and for such periods. The unaudited interim balance sheet of IPMC as of June 30, 1998 and the related ceiling test impairment chargesunaudited income statements for the six-month period then ended have heretofore been furnished to each Lender. Such interim financial statement (i) has been prepared in accordance with GAAP consistently applied throughout the period covered thereby (except as otherwise indicated in Section 5.7(b) of the Detroit Paper Mill Purchase Agreement) and (ii) presents fairly the financial condition, results of operations and cash flows of IPMC as of such date and for such period. The Closing Balance Sheet (as defined in the Detroit Paper Mill Purchase Agreement) has heretofore been furnished to each Lender. Such Closing Balance Sheet (i) has been prepared in accordance with GAAP consistently applied throughout the period covered thereby (except as otherwise indicated in Section 3.3(b) of the Detroit Paper Mill Purchase Agreement) and (ii) presents fairly the financial condition, assets and liabilities of IPMC as of such date. During the period from October 31, 1998 to and including the Closing Date, there has been no sale, transfer or other disposition by IPMC of any material part of the business or property of IPMC, and no purchase or other acquisition by IPMC of any business or property (including any Capital Stock of any other Person) material in relation to the financial condition of IPMC which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (b) The pro forma consolidated balance sheets sheet of the Company Borrower and its consolidated Subsidiaries as of September 30the Closing Date giving effect to the Transactions in accordance with the terms of the Purchase Agreements and reflecting estimated purchase price accounting adjustments, 2007has heretofore been furnished to each Lender. Such pro forma balance sheet is based upon reasonable assumptions made known to the Lenders and upon information not known to be incorrect or misleading in any material respect. (c) The financial statements delivered to the Lenders pursuant to Section 7.1(a) and (b), (i) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.1(a) and (b)) and (ii) present fairly (on the related basis disclosed in the footnotes to such financial statements) the consolidated statements financial condition, results of income operations and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies Credit Parties as of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesperiods. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. (a) The audited consolidated balance sheet of the Company Borrower and its consolidated Subsidiaries as of December 31, 2006, 1995 and the related audited consolidated statements of income earnings and statements of cash flows for the years ended December 31, 1995, December 31, 1994 and December 31, 1993 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (i) have been audited by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇, (ii) have been prepared in accordance with GAAP consistently, applied throughout the periods covered thereby and (iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of the fiscal year then endedBorrower and its Subsidiaries as at the end of, reported on by Ernst & Young LLPand the related unaudited interim statements of earnings and of cash flows for, independent public accountantseach quarterly period ended after December 31, copies of which 1995 and prior to the Closing Date have heretofore been furnished to each Lender. Such interim financial statements for each such quarterly period, (i) have been prepared in accordance with Regulation S-X of the Administrative Agent Securities and Exchange Commission consistently applied throughout the Lenders prior periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of such date hereofand for such periods. During the period from December 31, present fairly1995 to and including the Closing Date, there has been no sale, transfer or other disposition by the Borrower or any of its Subsidiaries of any material part of the business or property of the Borrower and its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock of any other person) material in all material respects, relation to the consolidated financial condition of the Company Borrower and its Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (b) The audited consolidated and consolidating balance sheet of BEST and its Subsidiaries as of December 31, 1995 and the audited consolidated and consolidating statements of earnings and statements of cash flows for the years ended December 31, 1995 and December 31, 1994 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (i) have been audited by Arth▇▇ ▇▇▇e▇▇▇▇ & ▇o., LLP and (ii) to the best knowledge of the Credit Parties, (A) have been prepared in accordance with GAAP consistently, applied throughout the periods covered thereby and (B) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of BEST and its Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of BEST and its Subsidiaries as at such date the end of, and the consolidated results related unaudited interim statements of earnings and of cash flows for, each fiscal month and quarterly period ended after December 31, 1995 through, and including, July 31, 1996 have heretofore been furnished to each Lender. To the best knowledge of the operations of the Company and its consolidated Subsidiaries Credit Parties, such interim financial statements for the period ended on each such datequarterly period, all (i) have been prepared in accordance with GAAP consistently applied (except as approved by throughout the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent periods covered thereby and (ii) present fairly (on the manner basis disclosed in which the Company reported changes footnotes to such financial statements) the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets financial condition, results of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income operations and cash flows of the Company BEST and its consolidated Subsidiaries as of such date and for such periods. To the fiscal best knowledge of the Credit Parties, during the period then endedfrom December 31, copies 1995 to and including the Closing Date, there has been no sale, transfer or other disposition by BEST or any of which have been furnished its Subsidiaries of any material part of the business or property of BEST and its Subsidiaries and no purchase or other acquisition by any of them of any business or property (including any capital stock of any other person) material in relation to the Administrative Agent financial condition of the BEST and its Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesClosing Date. (c) Except as set forth in Schedule 4.05 or in The pro forma combined balance sheet of the annual Borrower and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), its Subsidiaries as of the Effective DateClosing Date giving effect to the Acquisition in accordance with the terms of the Purchase Agreement and reflecting estimated purchase price accounting adjustments (heretofore furnished to each Lender) (i) have been prepared by the Borrower and (ii) are based upon reasonable assumptions made known to the Lenders and upon information not known to be incorrect or misleading in any material respect. (d) The projected consolidated and consolidating balance sheets of the Borrower and its Subsidiaries (including the Acquired Assets) as at the end of, since and the related projected statements of earnings and of cash flows for, the years ended December 31, 20061997, there has been no Material Adverse EffectDecember 31, 1998 and December 31, 1999 (heretofore furnished to each Lender) are based upon reasonable assumptions made known to the Lenders and upon information not known to be incorrect or misleading in any material respect. (e) To the best knowledge of the Credit Parties, the projected consolidated and consolidating income statement of BEST and its Subsidiaries as at the end of, and the related capital uses statement for, the fiscal quarters ended September 30, 1996 and December 31, 1996 and the fiscal years ended December 31, 1997, December 31, 1998 and December 31, 1999 (heretofore furnished to each Lender) are based upon reasonable assumptions made known to the Lenders and upon information not known to be incorrect or misleading in any material respect.

Financial Condition. (a) The audited consolidated balance sheet sheets of the Company and its consolidated Subsidiaries Recapitalized Business (it being understood that the reporting entity is RSC) as of December 31, 20062004 and December 31, 2005 and the related consolidated statements of income income, shareholders' equity and cash flows of the Company and its consolidated Subsidiaries Recapitalized Business (it being understood that the reporting entity is RSC) for the fiscal year then endedyears ended as of December 31, 2003, December 31, 2004 and December 31, 2005, reported on by Ernst & Young and accompanied by unqualified reports from KPMG LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date date, and the consolidated results of operations and consolidated cash flows for the operations respective fiscal years then ended, of the Company Recapitalized Business. All such financial statements, including the related schedules and its consolidated Subsidiaries for the period ended on such datenotes thereto, all have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby (except as approved by a Responsible Officer and disclosed in any such schedules and notes). During the chief financial officer period from December 31, 2005 to and including the Closing Date, except as provided in the Recapitalization Agreement and in connection with the consummation of such entity and as disclosed therein)the Transaction, excluding for purposes of this representation there has been no sale, transfer or other disposition by the effect Recapitalized Business of any subsequent revisions material part of the business or restatements thereto that may be required property of the Recapitalized Business, and no purchase or other acquisition by the SEC with respect to it of any business or property (iincluding any 108 Capital Stock of any other Person) the accounting treatment relating material in relation to the negative revision consolidated financial condition of the Recapitalized Business which is not reflected in the proven reserves of crude oil foregoing financial statements or in the notes thereto and natural gas of has not otherwise been disclosed in writing to the Company effected as of Lenders on or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesClosing Date. (b) The consolidated pro forma balance sheets sheet and statements of operations of the Company Recapitalized Business and its consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, are the balance sheet and statements of operations of the Recapitalized Business and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal 2005, adjusted to approximately 1.83 trillion cubic feet equivalent give effect (as if such events had occurred on such date for the purposes of the balance sheet and (iion January 1, 2005 for the purposes of the statement of operations) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as consummation of the Effective Date, since December 31, 2006, there has been no Material Adverse EffectTransaction.

Financial Condition. (a) The audited consolidated balance sheet sheets of the Company Parent and its consolidated Subsidiaries as of December 31November 2, 20062008 and October 28, 2007 and the related consolidated statements of income income, shareholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the three fiscal year then endedyears ended November 2, 2008 reported on by and accompanied by unqualified reports from Ernst & Young Young, LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date date, and the consolidated results of operations and consolidated cash flows for the operations respective fiscal years then ended, of the Company Parent and its consolidated Subsidiaries for Subsidiaries. All such financial statements, including the period ended on such daterelated schedules and notes thereto, all have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby (except as approved by a Responsible Officer, and disclosed in any such schedules and notes). During the chief financial officer of such entity period from November 2, 2008 to and as disclosed therein)including the Closing Date, excluding for purposes of this representation the effect there has been no sale, transfer or other disposition by Parent and its consolidated Subsidiaries of any subsequent revisions material part of the business or restatements thereto that may be required property of Parent and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by the SEC with respect to any of them of any business or property (iincluding any Equity Interests of any other Person) the accounting treatment relating material in relation to the negative revision consolidated financial condition of Parent and its consolidated Subsidiaries, taken as a whole, in each case, which is not reflected in the proven reserves of crude oil foregoing financial statements or in the notes thereto and natural gas of the Company effected as of has not otherwise been disclosed in writing to Agent and Lenders on or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesClosing Date. (b) The pro forma balance sheet and statements of operations of Parent and its consolidated Subsidiaries, copies of which have heretofore been furnished to Agent and each Lender, are the balance sheets sheet and statements of the Company operations of Parent and its consolidated Subsidiaries as of September 30August 2, 20072009 adjusted to give effect (as if such events had occurred on such date for purposes of the balance sheet and on November 3, 2008, for purposes of the statement of operations), to the consummation of the Transactions, and the related consolidated statements Loans and Letters of income and cash flows of Credit hereunder on the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesClosing Date. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. (a) The Audited Financial Statements (i) have been audited by KPMG LLP, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and (iii) present fairly (on the basis disclosed in the footnotes to such financial statements) in all material respects the consolidated balance sheet financial condition, results of the Company and its consolidated Subsidiaries as of December 31, 2006, and the related consolidated statements of income operations and cash flows of the Company Consolidated Parties as of such date and its consolidated Subsidiaries for such periods. The unaudited interim balance sheets of the fiscal year then endedConsolidated Parties as at the end of, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders related unaudited interim statements of earnings and of cash flows for, each quarterly period ended after December 31, 2013 and prior to the date hereofRestatement Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and (ii) present fairly, fairly (on the basis disclosed in the footnotes to such financial statements) in all material respectsrespects the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. During the period from December 31, 2013 to and including the Restatement Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Company Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all has not otherwise been disclosed in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating writing to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of Lenders on or prior to December 31the Restatement Date. As of the Restatement Date, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent the Borrowers and their Subsidiaries have no material liabilities (iicontingent or otherwise) that are not reflected in the manner foregoing financial statements or in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesnotes thereto. (b) The financial statements delivered pursuant to Section 6.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 6.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated balance sheets financial condition, results of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income operations and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies Consolidated Parties as of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesperiods. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. (a) The consolidated balance sheet of the Company and its consolidated Subsidiaries as of at December 31, 2006, 2001 and the related consolidated statements of income and of cash flows of the Company and its consolidated Subsidiaries for the fiscal year then endedended on such date, reported on by Ernst & Young LLP, independent public accountants, copies of which have heretofore been furnished to the Administrative Agent each Lender, are complete and the Lenders prior to the date hereof, correct and present fairly, fairly in all material respects, respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date date, and the consolidated results of the their operations of the Company and its their consolidated Subsidiaries cash flows for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) fiscal year then ended. The unaudited consolidated balance sheets sheet of the Company and its consolidated Subsidiaries as of September 30at March 31, 2007, 2002 and the related unaudited consolidated statements of income and of cash flows of the Company and its consolidated Subsidiaries for the fiscal three-month period then endedended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent on or prior to the date hereofeach Lender, are complete and correct and present fairly, fairly in all material respects, respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date date, and the consolidated results of the their operations of the Company and its their consolidated Subsidiaries cash flows for the three-month period then ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosurethe absence of footnotes). (b) All such financial statements, excluding for purposes including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither any Borrower nor any of this representation their consolidated Subsidiaries had, at the effect date of any subsequent revisions or restatements thereto that may be required by the SEC most recent balance sheet referred to above with respect to (i) the accounting treatment relating to the negative revision such Borrower, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 foregoing statements or in the annual and quarterly reports referred notes thereto. Except to the extent permitted under this Agreement or separately disclosed to the Lenders in Section 4.07 (collectively, writing prior to the “Disclosure Update”), as of the Effective Date, since December 31, 2006date hereof, there has been no Material Adverse Effectsale, transfer or other disposition by any Borrower or any of their consolidated Subsidiaries of any material part of its business or property and 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 such Borrower and its consolidated Subsidiaries at December 31, 2001 during the period from December 31, 2001 to and including the date hereof.

Financial Condition. The Borrower has heretofore furnished to the Lenders each of the following: (i) its consolidated balance sheet and statements of income, stockholders equity and cash flows (a) The consolidated balance sheet as of and for the fiscal year ended December 31, 2008, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (b) as of and for the fiscal quarter and the portion of the Company fiscal year ended March 31, 2009, certified by a senior financial officer of the Borrower. Such consolidated financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Consolidated Subsidiaries as of such date and for such period in accordance with GAAP, subject to year-end adjustments and the absence of footnotes in the case of the statements referred to in clause (b) above; (ii) the Statutory Statements for the year ended December 31, 20062008 of each Insurance Company that is a Material Subsidiary and that is required by any Applicable Insurance Regulatory Authority to file such Statutory Statements, and such Statutory Statements have been prepared in accordance with statutory accounting practices and filed with the Applicable Insurance Regulatory Authorities, and present fairly, in all material respects, the financial condition of such Insurance Company as at said date and its results of operations for the fiscal year ended on said date in accordance with statutory accounting practices; and (iii) consolidated balance sheets of each Material Subsidiary which is not an Insurance Company described in paragraph (ii) above and its Consolidated Subsidiaries as at December 31, 2008, and the related consolidated statements of income income, stockholders’ equity and cash flows of the Company such Material Subsidiary and its consolidated Consolidated Subsidiaries for the its fiscal year then endedended on said date, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to the date hereof, all such financial statements present fairly, in all material respects, the consolidated financial condition of the Company such Material Subsidiary and its consolidated Consolidated Subsidiaries as at such the applicable date and the consolidated results of the their operations of the Company and its consolidated Subsidiaries for the period fiscal year ended on such said date, all in accordance with GAAP consistently and practices applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargeson a consistent basis. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. (a) The Borrower has delivered to the Administrative Agent (i) a consolidated and consolidating balance sheet of the Company Borrower and its consolidated Subsidiaries as at the end of the fiscal year ended December 31, 20062013, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows of for such fiscal year, setting forth in each case in comparative form the Company and its consolidated Subsidiaries figures for the previous fiscal year then endedyear, reported on all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by Ernst & Young LLP, a report and opinion of an independent certified public accountants, copies accountant of which have been furnished nationally or regionally recognized standing reasonably acceptable to the Administrative Agent Agent, which report and the Lenders prior opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the date hereofscope of such audit, present fairlyand such consolidating statements to be certified by the chief executive officer or chief financial officer of the Borrower, to the effect that (A) such statements fairly present, in all material respects, the consolidated financial condition condition, results of operations, shareholders’ equity and cash flows of the Company Borrower and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied GAAP, and (B) there were no material contingent obligations, liabilities for taxes, unusual forward or long term commitments, or unrealized or anticipated losses of the Borrower and its Subsidiaries, except as approved disclosed therein and adequate reserves for such items have been made in accordance with GAAP, (ii) a copy of the management discussion and analysis with respect to such financial statements, and (iii) a duly completed Compliance Certificate signed by the chief financial officer officer, treasurer, controller, or manager of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas finance of the Company effected Borrower, setting forth the calculations of, among other things, the Leverage Ratio, the Fixed Charge Coverage Ratio, and Capital Expenditures, in each case, as of or prior to the fiscal year ended December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges2013. (b) The Borrower has delivered to the Administrative Agent consolidated balance sheets of the Company unaudited financial statements for United Centrifuge and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished year 2013. The financial statements referred to in the Administrative Agent on or prior to the date hereof, present fairlypreceding sentence fairly present, in all material respects, the consolidated financial condition of the Company United Centrifuge and its consolidated Subsidiaries as at such on the date thereof and the consolidated results of the their operations of the Company and its consolidated Subsidiaries cash flows for the period periods then ended on such date, all and have been prepared in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein)GAAP, subject in the case of such unaudited statements only to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes the absence of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas footnotes. As of the Company effected date of the aforementioned financial statements, there were no material contingent obligations, liabilities for taxes, unusual forward or long term commitments, or unrealized or anticipated losses of the applicable Persons, except as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent disclosed therein and (ii) the manner adequate reserves for such items have been made in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesaccordance with GAAP. (c) Except as set forth in Schedule 4.05 or in Since the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Closing Date, since December 31after giving pro forma effect to the Transactions, 2006, there has been no event or circumstance that could reasonably be expected to cause a Material Adverse EffectChange has occurred.

Financial Condition. (a) The consolidated balance sheet of the Company DIMON and its consolidated Subsidiaries as of December March 31, 2006, 2004 and the related consolidated statements of income and income, cash flows of the Company and its consolidated Subsidiaries stockholders’ equity for the fiscal year period then ended, reported on by Ernst & Young LLPLLP and set forth in DIMON’s 2004 Form 10-K(A), independent public accountants, copies a copy of which have has been furnished delivered to each of the Administrative Agent and the Lenders prior to the date hereofLenders, present fairlyfairly present, in all material respectsconformity with GAAP, the consolidated financial condition position of the Company DIMON and its consolidated Subsidiaries as at of such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries cash flows for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) fiscal year. The consolidated balance sheets sheet of the Company Standard and its consolidated Subsidiaries as of September 30March 31, 2007, 2004 and the related consolidated statements of income and income, cash flows of the Company and its consolidated Subsidiaries stockholders’ equity for the fiscal period then ended, copies reported on by Deloitte & Touche LLP and set forth in Standard’s 2004 Form 10-K(A), a copy of which have has been furnished delivered to each of the Administrative Agent on or prior to the date hereofLenders, present fairlyfairly present, in all material respectsconformity with GAAP, the consolidated financial condition position of the Company Standard and its consolidated Subsidiaries as at of such date and the consolidated results of operations and cash flows for such fiscal year. DIMON, Standard and their respective Subsidiaries did not, as of March 31, 2004, have any material contingent obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment, which is not reflected in any of such financial statements or notes thereto. (b) The unaudited consolidated balance sheet of DIMON and its Subsidiaries and the related unaudited consolidated statements of income, cash flows and stockholders’ equity set forth in the DIMON’s Quarterly Report most recently filed with the Securities and Exchange Commission on Form 10-Q, a copy of which has been delivered to each of the Lenders, fairly present, in conformity with GAAP applied on a basis consistent with the financial statements referred to in paragraph (a), the consolidated financial position of the DIMON and its Subsidiaries as of the date of such statements and the consolidated results of operations and cash flows for the fiscal year-to-date period then ended (subject to normal year-end adjustments). The unaudited consolidated balance sheet of Standard and its Subsidiaries and the related unaudited consolidated statements of income, cash flows and stockholders’ equity set forth in the Standard’s Quarterly Report most recently filed with the Securities and Exchange Commission on Form 10-Q, a copy of which has been delivered to each of the Lenders, fairly present, in conformity with GAAP applied on a basis consistent with the financial statements referred to in paragraph (a), the consolidated financial position of the Standard and its Subsidiaries as of the date of such statements and the consolidated results of operations and cash flows for the fiscal year-to-date period then ended (subject to normal year-end adjustments). (c) The five-year projections of the Company and its consolidated Subsidiaries for the period ended on such datebeginning January 1, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity 2005 and as disclosed therein)ending March 31, subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating 2010 made available to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or Lenders prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner date hereof have been prepared in which good faith based upon reasonable assumptions at the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargestime such projections were made. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. (a) The combined balance sheets of the Industrial Chemicals Business as at December 31, 1998 and December 31, 1997 and the combined statements of operations, changes in equity (deficit) and cash flows for the fiscal years ended on December 31, 1998, December 31, 1997 and December 31, 1996, reported on by Deloitte & Touche LLP, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Industrial Chemicals Business as at such dates, and the consolidated results of its operations and its changes in equity (deficit) and consolidated cash flows for the fiscal years then ended. (b) The combined pro forma balance sheet of the Industrial Chemicals Business as of December 31, 1998 (the "Company Pro Forma Balance Sheet"), certified by a Responsible Officer, a copy of which has heretofore been furnished to each Lender, presents fairly in all material respects the combined financial condition of the Industrial Chemicals Business as of December 31, 1998 after giving effect to the Spin-Off Transactions. (c) The unaudited consolidated balance sheets of the Canadian Borrower and its consolidated Subsidiaries as of at December 31, 20061998 and December 31, 1997 and the related consolidated statements of income operations, changes in equity (deficit) and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then endedyears ended on December 31, reported on by Ernst & Young LLP1998 and December 31, independent public accountants1997, copies of which have heretofore been furnished to the Administrative Agent and the Lenders prior to the date hereofeach Lender, present fairly, fairly in all material respectsrespects the consolidated financial condition of the Canadian Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their changes in equity (deficit) and consolidated cash flows for the fiscal years then ended. (d) All financial statements referred to in the preceding paragraphs (a), (b) and (c), including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein and, in the case of unaudited financial statements, except for the absence of footnotes thereto). Neither the Company nor any of its consolidated Subsidiaries had, at the date of the Company Pro Forma Balance Sheet and after giving effect to the Spin-Off Transactions, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, except as reflected in the Company Pro Forma Balance Sheet or in the notes thereto. Except as disclosed in the 1998 10-K, the Confidential Information Memorandum or the Form 10 Filing during the period from December 31, 1998 to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its consolidated Subsidiaries of any material part of its business or property and 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 Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges1998. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Holdings and its Subsidiaries as at August 3, 1996 (including the notes thereto) (the "Pro Forma Balance Sheet"), a copy of which has heretofore been furnished to each Bank, has been prepared based upon the consolidated balance sheet of Holdings and its Subsidiaries as of August 3, 1996 and gives effect to (i) the issuance for cash of $276 million of Convertible Subordinated Notes by Holdings, (ii) the issuance of the Intercompany Note, (iii) the repayment in full by the Company of all of the loans (and all other fees, expenses and interest) outstanding under the Existing Credit Agreement as of the Effective Date, and (iv) the repayment of $35,000,000 aggregate principal amount of the Subordinated Notes. The transactions described in clauses (i), (ii), (iii) and (iv) are hereinafter referred to as the "Refinancing" as though such events had occurred on and as of August 3, 1996. (b) The consolidated balance sheet (the "Balance Sheet") of the Company Holdings and its consolidated Subsidiaries as of December 31at February 3, 2006, 1996 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by Coopers & ▇▇▇▇▇▇▇, copies of which have heretofore been furnished to each Bank, are complete and correct and present fairly in accordance with GAAP the Company consolidated financial condition of Holdings and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as at August 3, reported 1996 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, certified by Ernst & Young LLP, independent public accountantsa Responsible Officer, copies of which have heretofore been furnished to each Bank, are complete and correct and present fairly the Administrative Agent consolidated financial condition of Holdings and its consolidated Subsidiaries as at such date, and the Lenders prior consolidated results of their operations and their consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither Holdings nor any of its consolidated Subsidiaries had, at the date hereofof the most recent balance sheet referred to above, present fairlyany material Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in all the foregoing statements or in the notes thereto. During the period from February 3, 1996 to and including the Effective Date there has been no sale, transfer or other disposition by the Company or any of its consolidated Subsidiaries of any material respects, part of its business or property and 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 Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such dateFebruary 3, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges1996. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. (a) The consolidated balance sheet sheets of the Company and Beld▇▇ & ▇lak▇ ▇▇▇ its consolidated Subsidiaries as of at December 31, 20061995 and December 31, 1996 and the related consolidated statements of income and operations, of cash flows and of the Company and its consolidated Subsidiaries changes in stockholders' equity for the respective fiscal year then endedyears ended on such dates, together with the related notes and schedules thereto, reported on by Ernst & Young LLP, independent public accountantscopies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of Beld▇▇ & ▇lak▇ ▇▇▇ its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the respective fiscal years then ended. (b) The unaudited consolidated balance sheet of Beld▇▇ & ▇lake and its consolidated Subsidiaries at March 31, 1997 and the related unaudited consolidated statements of operations, of cash flows and of changes in stockholders' equity for the 3-month period ended on such dates, together with the related notes and schedules thereto, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent and the Lenders prior to the date hereofeach Lender, present fairly, fairly in all material respectsrespects the consolidated financial condition of each of Beld▇▇ & ▇lak▇ ▇▇▇ its consolidated Subsidiaries as at such dates, and the consolidated results of their respective operations and their consolidated cash flows for the 3-month period then ended (subject to normal year-end audit adjustments). (c) The unaudited PRO FORMA consolidated balance sheet of the Borrower and its consolidated Subsidiaries, as of the Closing, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, represent in all material respects the PRO FORMA consolidated financial condition of the Borrower and its consolidated Subsidiaries as of such date after giving effect to the Acquisition and the initial extensions of credit under this Agreement, assuming that the Acquisition occurred on March 31, 1997. (d) All such financial statements referred to in subsections 5.1(a) and (b), including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). On the Closing Date, after giving effect to the Acquisition, neither the Borrower nor any of its consolidated Subsidiaries have, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the financial statements referred to in subsection 5.1(c) or in the notes thereto to the extent required by GAAP. During the period from January 1, 1997 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and 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 Company Borrower and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 301996, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except other than as set forth in on Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect5.1.

Financial Condition. (a) The audited consolidated financial statements of MMR and its Consolidated Subsidiaries as at December 31, 1998, and the balance sheet of the Borrower and its Consolidated Subsidiaries as at December 31, 1998 and the related statement of income, member's capital and cash flow of the 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 Arthur Andersen ▇▇▇ ▇▇r▇▇▇▇▇▇▇ furnished to each of the Lenders and the unaudited consolidated balance sheet of the Company Borrower and its consolidated Consolidated Subsidiaries as of December 31at September 30, 2006, 1999 and the related consolidated statements of income income, members capital and cash flows flow of the Company Borrower and its consolidated Consolidated Subsidiaries for the fiscal year then ended, reported nine-month and three- month periods ended on by Ernst & Young LLP, independent public accountants, copies of which have been such date heretofore furnished to the Administrative Agent Agent, are complete and the Lenders prior to the date hereof, correct and fairly present fairly, in all material respects, the consolidated financial condition of the Company Borrower and its consolidated Consolidated Subsidiaries as at such date said dates and the consolidated results of the its operations of the Company and its consolidated Subsidiaries for the period fiscal year and the nine-month and three-month periods ended on such datesaid dates, all in accordance with GAAP consistently GAAP, as applied on a consistent basis (except as approved by the chief financial officer of such entity and as disclosed therein)subject, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements the interim financial statements, to normal year-end audit adjustments and reduced footnote disclosureadjustments). Neither the Borrower nor any Subsidiary has on the Closing Date any material Debt, excluding contingent liabilities, liabilities for purposes of this representation the effect of taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any subsequent revisions or restatements thereto unfavorable commitments, in each case, that may would be required by the SEC with respect to (i) the accounting treatment relating to the negative revision be reserved for in the proven reserves of crude oil and natural gas of Financial Statements in accordance with GAAP, except as referred to or reflected or provided for in the Company effected as of Financial Statements or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Schedule 7.02. Except as set forth in on Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date7.10, since December 31September 30, 20061999, there has been no change or event having a Material Adverse Effect. Except as set forth on Schedule 7.10, since the date of the Financial Statements, neither the business nor the Properties of the Borrower or any 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. (a) The audited consolidated balance sheet sheets of the Company and its consolidated Subsidiaries as of December 31at September 27, 2006, 1997 and September 28 1996 and the related consolidated statements of income income, shareholders equity and cash flows of the Company and its consolidated Subsidiaries for the fiscal three-year then endedperiod ended September 27, reported on 1997, certified by Ernst & Young LLP, the independent certified public accountantsaccountants of the Company, copies of which have been furnished delivered to the Administrative Agent Agent, were prepared in accordance with GAAP, have been prepared from, and the Lenders prior to the date hereof, present fairly, in all material respectsare consistent with, the consolidated financial condition books and records of the Company and its Subsidiaries, respectively, and fairly present in all material respects the consolidated Subsidiaries financial position of the Company and its Subsidiaries, respectively, as at such date the respective dates thereof and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries Subsidiaries, respectively, for the fiscal period periods then ended. None of the Company or any of its Subsidiaries had at September 27, copies 1997 any material contingent liabilities, liabilities for Taxes or long-term leases, unusual forward or long-term commitments or unrealized or unanticipated losses from any unfavorable commitments which are not reflected or reserved against in the foregoing statements or in the notes thereto which are of a type required by GAAP to be reflected in financial statements or the notes thereto which are not so reflected. No events which have been furnished had or could reasonably be expected to have a Material Adverse Effect have occurred since September 27, 1997 except as reflected therein. (b) Upon giving effect to the Administrative Agent on or prior to Transactions: (i) The fair saleable value of the date hereof, present fairly, in all material respects, the consolidated financial condition assets of the Company and each of its consolidated Subsidiaries as at such date and Subsidiaries, on a stand-alone basis, exceeds the consolidated results amount that will be required to be paid on or in respect of the operations existing debts and other liabilities (including contingent liabilities) of such Person as they mature. (ii) The assets of each of the Company and each of its consolidated Subsidiaries, on a stand-alone basis, do not constitute unreasonably small capital for any such Person to carry out its business as now conducted and as proposed to be conducted including the capital needs of any such Person, taking into account the particular capital requirements of the business conducted by such Person, and projected capital requirements and capital availability thereof. (iii) The Company does not intend to, and will not permit any of its Subsidiaries to, incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of debt of each of such Person). The cash flow of the Company and each of its Subsidiaries, after taking into account all anticipated uses of the cash of each such Person, will at all times be sufficient to pay all amounts on or in respect of debt of each such company when such amounts are required to be paid. (iv) The Company does not intend, and does not believe, that final judgments against any of the Company or its Subsidiaries in actions for the period ended on money damages will be rendered at a time when, or in an amount such datethat, all any such Person will be unable to satisfy any such judgments promptly in accordance with GAAP consistently applied their terms (except as approved by taking into account the chief financial officer maximum reasonable amount of such entity judgments in any such actions and as disclosed thereinthe earliest reasonable time at which such judgments might be rendered), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas . The cash flow of the Company effected as and each of or prior to December 31its Subsidiaries, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and on a stand-alone basis, after taking into account all other anticipated uses of the cash of each such Person (ii) including the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 payments on or in the annual and quarterly reports respect of debt referred to in paragraph (iii) of this Section 4.07 (collectively, the “Disclosure Update”4.6(b)), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effectwill at all times be sufficient to pay all such judgments promptly in accordance with their terms.