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 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. (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. (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. (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. (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. 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 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 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 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 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 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 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, 2020 and prior to the date hereofClosing 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, 2020 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 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 Closing Date. As of the Closing 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 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 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 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 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. (ai) The audited consolidated balance sheet sheets 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 Borrower and its consolidated Subsidiaries for the fiscal year then endedyears ended October 29, reported on by Ernst & Young LLP2006, independent public accountantsOctober 28, copies of which have been furnished to the Administrative Agent 2007 and November 2, 2008 and the Lenders prior to related consolidated statements of income, shareholders’ equity and cash flows for the date hereoffiscal years ended on such dates and (ii) the unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter period ending the most recent fiscal quarter for which financial statements are available, together with the related consolidated statements of income or operations, equity and cash flows for such fiscal quarter period ending on such date, in each case were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and 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 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 chargesSubsidiaries. (b) The consolidated pro forma balance sheets sheet and statements of operations of the Company Borrower and its consolidated Subsidiaries, 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 30August 2, 20072009, 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 adjusted to the Administrative Agent give effect (as if such events had occurred 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 balance sheet and for the three fiscal quarter period ending August 2, 2009 for purposes of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating statement of operations), to the negative revision in initial borrowings and the proven reserves of crude oil and natural gas of other transactions contemplated to occur on 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 As of the Effective Closing Date, no fact, event, change or circumstances shall have occurred since December 31, 2006, there the date of the Investment Agreement that has been no had or would be reasonably likely to have a Material Adverse Effect; provided, however, that in determining whether a Material Adverse Effect has occurred, there shall be excluded any effect to the extent resulting from the following: (A) any change, development, occurrence or event affecting the businesses or industries in which the Borrower and its Subsidiaries operate (including general pricing changes), (B) changes in general domestic economic conditions, including changes in the financial, securities or credit markets, or changes in such conditions in any area in which the Borrower or its Subsidiaries operate, (C) changes in global or national political conditions (including any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism), (D) the announcement of this Agreement and the other Loan Documents, the Investment Agreement and the ABL Facility Documents and the transactions contemplated hereby and thereby, (E) the failure of the Borrower to meet any internal or published projections, forecasts or revenue or earning predictions for any period (provided that the underlying causes of such failure may be considered in determining whether there is a Material Adverse Effect on the Borrower) or (F) any change in the trading prices of the Capital Stock on the New York Stock Exchange or of the Convertible Notes (provided that the underlying causes of such change may be considered in determining whether there is a Material Adverse Effect on the Borrower); except, with respect to clauses (A), (B), or (C), to the extent that the effects of such changes have a disproportionate impact on the Borrower and its Subsidiaries, taken as a whole, relative to other businesses supplying to the non-residential construction industry. (d) As of the Closing Date, after giving effect to the consummation of the Transactions, the Borrower is Solvent.

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 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 Consolidated balance sheet sheets of the Company Parent Guarantor and its consolidated Subsidiaries as of December 31, 2006, 2010 and the related consolidated Consolidated statements of income and Consolidated statements of cash flows of the Company Parent Guarantor and its consolidated Subsidiaries for the fiscal year then ended, reported on accompanied by Ernst & Young unqualified opinions of KPMG LLP, independent public accountants, copies of which have been furnished to the Administrative Agent accountants 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 Consolidated balance sheets of the Company Parent Guarantor and its consolidated Subsidiaries as of September at June 30, 20072011, and the related consolidated Consolidated statements of income and Consolidated statements of cash flows of the Company Parent Guarantor and its consolidated Subsidiaries for the fiscal period six (6) months then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereofeach Lender Party, present fairlyfairly present, subject, in all material respectsthe case of such balance sheets as at June 30, 2011, and such statements of income and cash flows for the six (6) months then ended, to year end audit adjustments, the consolidated Consolidated financial condition of the Company Parent Guarantor and its consolidated Subsidiaries as at such date dates and the consolidated Consolidated results of the operations of the Company Parent Guarantor and its consolidated Subsidiaries for the period periods ended on such datedates, all in accordance with GAAP consistently generally accepted accounting principles applied on a consistent basis. Since December 31, 2010, there has been (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 i) with respect to (i) the accounting treatment relating period prior to the negative revision Closing Date, no material adverse change in the proven reserves business, condition (financial or otherwise), results of crude oil and natural gas operations or prospects of the Company effected as Parent Guarantor and its Subsidiaries or any of or prior to December 31the Borrowing Base Assets on the Closing Date, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) with respect to any period after 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 Closing Date, since December 31, 2006, there has been no Material Adverse EffectChange.

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. The audited combined balance sheets, statements of income and statements of cash flows of Speedway Motorsports for the year ended December 31, 2002 have heretofore been furnished to each Lender. Such financial statements (aincluding the notes thereto) (i) have been audited by Deloitte & Touche 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, 2003 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, 20062003 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) The audited consolidated balance sheet sheets and income statements of the Company and its consolidated Subsidiaries as of Consolidated Parties for the fiscal year ended December 31, 20062009 (including the notes thereto) (i) have been audited by (A) with respect to the Acquired Company, Ernst & Young and (B) with respect to the other Consolidated Parties, KPMG LLP, (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 condition, results of operations and cash flows of each of the Consolidated Parties referred in clauses (A) and (B) of this paragraph as of such date and for such periods, it being understood that each of the Acquired Company and the other Consolidated Parties were independent businesses and not aggregated for purposes of preparing consolidated financial statements for periods prior to the Closing Date. The unaudited interim balance sheets of each of the Consolidated Parties referred in clauses (A) and (B) of this paragraph as at the end of, and the related consolidated unaudited interim statements of income earnings and of cash flows for, each fiscal quarterly period ended after December 31, 2009 and prior to the Closing Date (i) have been prepared in accordance with GAAP consistently applied for interim financial statements throughout the periods covered thereby, and (ii) present fairly in all material respects the consolidated and consolidating financial condition, results of operations and cash flows of the Company of each of the Consolidated Parties referred in clauses (A) and its consolidated Subsidiaries (B) of this paragraph as of such date and for such periods except that they do not contain the fiscal year then endedmaterials and disclosures to be found in notes to financial statements prepared in accordance with GAAP nor do they reflect year-end adjustments. Other than the Medfinders Acquisition, reported on during the period from December 31, 2009 to and including the Closing Date, there has been no sale, transfer or other disposition by Ernst & Young LLPany Consolidated Party of any material part of the business or property of the Consolidated Parties, independent public accountantstaken as a whole, copies and no purchase or other acquisition by 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 financial condition of the Company and its consolidated Subsidiaries Consolidated Parties, 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 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 (on the basis disclosed in the footnotes, if any, to such financial statements) the consolidated balance sheets and consolidating 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 Each of (i) the consolidated balance sheet of the Company CBS and its consolidated Consolidated Subsidiaries as of at December 31, 20061998, and the related consolidated statements of income and cash flows of the Company CBS and its consolidated 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 opinion thereon of such entity and as disclosed therein)KPMG, 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 LLP 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 unaudited consolidated balance sheets of the Company CBS and its consolidated Consolidated Subsidiaries as of September at March 31, 1999 and as at June 30, 20071999, and the related unaudited consolidated statements of income and cash flows of the Company CBS and its consolidated Consolidated Subsidiaries for the fiscal period then endedquarters ended on such dates, copies all certified by a Financial Officer of which have been CBS, heretofore furnished to each of the Administrative Agent on or prior to the date hereofLenders, fairly present fairly, in all material respects, the consolidated financial condition of the Company CBS and its consolidated Consolidated Subsidiaries as at such date dates and the consolidated results of the their operations of the Company and its consolidated Subsidiaries for the period fiscal year or fiscal quarter ended on such date, all dates in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein)subject, subject in the case of such unaudited the statements referred to normal in clause (ii) above, to year-end audit adjustments adjustments). Neither CBS nor any of its Material Subsidiaries had on such dates any known material contingent liability, except as referred to or reflected or provided for in the Exchange Act Report or in such balance sheets (or the notes thereto) as at such dates. (b) There has been no material adverse change in the consolidated financial condition, operations, assets, business or prospects taken as a whole of CBS and reduced footnote disclosureits Consolidated Subsidiaries from that set forth in the consolidated financial statements of CBS for the fiscal year ended December 31, excluding for purposes 1995 referred to in Section 3.2(a) (it being agreed, however, that none 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 reduction by any rating agency of any rating assigned to the negative revision in the proven reserves Indebtedness of crude oil and natural gas of the Company effected as of or prior to December 31CBS, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) non-cash provisions for loan losses and additions to valuation allowances, (iii) any change in GAAP or compliance therewith and (iv) any legal or arbitral proceedings which have been disclosed in the manner Exchange Act Report, whether threatened, pending, resulting in which the Company reported changes a judgment or otherwise, prior to the accounting time a final judgment for various hedging transactions the payment of money shall have been recorded against CBS or any Material Subsidiary by any Governmental Authority having jurisdiction, and related ceiling test impairment chargesthe judgment is non-appealable (or the time for appeal has expired) and all stays of execution have expired or been lifted shall, in and of itself, constitute such a material adverse change). (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 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. Borrower has heretofore delivered to the Agent, at the Agent's request, the following financial statements and information: (ai) The consolidated the audited balance sheet of the Company and its consolidated Subsidiaries as of COPT at December 31, 20062001, and the related consolidated statements of income income, shareholders' equity and cash flows of COPT for the Company calendar quarter then ended and for the period from the beginning of the then current calendar year up to the end of such calendar quarter, (ii) the unaudited statements of Property Gross Revenues and Property Operating Expenses for each of the Mortgaged Properties for the calendar quarter ended December 31, 2001 and for the period from the beginning of the then current calendar year to the end of such calendar quarter, and the two immediately prior calendar years if available after Borrower's diligent efforts to obtain the same; and (iii) the consolidated financial statements of COPT 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 required to be delivered to the Administrative Agent pursuant to this Agreement. The statements referred to in clause (i) of the preceding sentence were prepared in conformity with GAAP and the Lenders prior to the date hereof, present fairlyfairly present, in all material respects, the consolidated financial condition position of the Company COPT and its consolidated Subsidiaries as at such the date thereof and the consolidated results of the operations of the Company COPT 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 subject to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company changes resulting from audit 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-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) adjustments. Except as set forth on Schedule 4.3.1 annexed hereto, COPT and its Subsidiaries do not have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or other long-term commitment not customarily involved in Schedule 4.05 or their respective businesses that is not reflected in the annual foregoing financial statements or the notes thereto and quarterly reports referred which is material in relation to in Section 4.07 the business, operations, properties, assets or condition (collectivelyfinancial or otherwise) of COPT and its Subsidiaries, the “Disclosure Update”), taken as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effecta whole.

Financial Condition. The audited combined balance sheets, statements of income and statements of cash flows of Speedway Motorsports for the year ended December 31, 2013 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, 2014 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, 20062014 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 unaudited pro forma consolidated balance sheet of the Company and its Subsidiaries as at December 31, 2006 (including the notes thereto) included in the S-4 filing by the Company (the “Pro Forma Balance Sheet”), has been prepared based upon the consolidated balance sheet of the Company and its Subsidiaries as of December 31, 20062006 after giving effect to the Merger and the transactions contemplated thereby, the Special Distribution, the Loans hereunder and the use of the proceeds thereof and the payment of related fees and expenses. The Pro Forma Balance Sheet was prepared in good faith based upon assumptions believed by the Company to be reasonable at the time made in light of the circumstances when made. As of the date of the Pro Forma Balance Sheet, none of the Company or, to the Company’s best knowledge, except as disclosed in the Merger Agreement, ABC Radio and its Subsidiaries had any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, or ABC Radio and its Subsidiaries, taken as a whole. (i) The audited consolidated balance sheet of the Company and its Subsidiaries at December 31, 2006 and the related consolidated statements of income operations, stockholders’ equity and cash flows for the fiscal years ended on such date, reported on by Deloitte & Touche LLP and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries at March 31, 2007 and the related consolidated Subsidiaries statements of operations and cash flows 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, copies of each of which have heretofore been furnished to each Lender, fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments) the consolidated financial position of each of the Company and its Subsidiaries as at such date, and the consolidated results of their operations and cash flows for the fiscal periods then ended and, in the case of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through such date, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as approved by the chief financial officer of such entity and as disclosed noted therein). Notwithstanding anything to the contrary herein, excluding for purposes in the event any such financial statements described in this subsection 10.1(b) are restated, the fact of the restatement in and of itself shall not constitute a failure to have complied with this representation subsection 10.1, provided that the effect of any subsequent revisions or restatements thereto that may be required by Company shall furnish the SEC with respect restated financial statements to the Administrative Agent promptly upon such financial statements becoming available to the Company. (i) To the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas best knowledge of the Company effected Company, the audited statements of assets and liabilities of the Acquired Business as of or prior to December 31September 30, 2003 2006, October 1, 2005 and September 30, 2004, and the audited statements of operations and cash flows for the fiscal years ended on such dates, reported on by an amount equal to approximately 1.83 trillion cubic feet equivalent PricewaterhouseCoopers LLP and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions unaudited statements of assets and related ceiling test impairment charges. (b) The consolidated balance sheets liabilities of the Company and its consolidated Subsidiaries Acquired Business as of September December 30, 2007, 2006 and the related consolidated audited statements of income operations 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, copies of each of which have hereto been furnished to each Lender, fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and absence of footnotes) the financial position of the Acquired Business as at such dates, and the results of its operations and changes in cash flows for the fiscal periods then ended and, in the case of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through such date, in each case, to the Company’s best knowledge, in accordance with GAAP consistently applied throughout the period involved (except as approved by the chief financial officer of such entity and as disclosed noted 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. (cd) Except as set forth in Schedule 4.05 or disclosed in the annual and quarterly reports referred SEC Filings made prior to in Section 4.07 (collectively, the “Disclosure Update”date hereof or on Schedule 10.1(d), as of the Effective Closing Date, since October 1, 2005 with regard to the Acquired Business and ABC Radio and its Subsidiaries and since December 31, 2006 with regard to the Company and its Subsidiaries (other than ABC Radio and its Subsidiaries), there has not been any event (including any damage, destruction or loss, whether or not covered by insurance), that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (e) Except as disclosed in the SEC Filings made prior to the date hereof or on Schedule 10.1(d), after the Closing Date, since December 31, 2006, there has not been no any event (including any damage, destruction or loss, whether or not covered by insurance), that would, individually or in the aggregate, reasonably be expected to have a 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, 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 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. (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. (a) The audited consolidated balance sheet of the Company and its the consolidated Subsidiaries as of December 31at January 2, 2006, 1995 and the related consolidated statements of income and operations, cash flows and changes in shareholders’ equity of the Company and its the consolidated Subsidiaries for the fiscal year then endedended on said date, reported with the opinion thereon of Price Waterhouse & Co., and the unaudited consolidated balance sheet of the Company and the consolidated Subsidiaries as at July 2, 1995 and the related consolidated statements of operations, cash flows and changes in Shareholders’ equity of the Company and the consolidated Subsidiaries for the six-month period ended on by Ernst & Young LLPsuch date, independent public accountants, copies of which have been heretofore furnished to the Administrative Agent and the Lenders prior to the date hereofeach Bank, are complete and correct and fairly present fairly, in all material respects, the consolidated financial condition of the Company and its the consolidated Subsidiaries as at such date said dates and the consolidated results of their operations for the operations fiscal year and six-month period ended on said dates, subject, in the case of such financial statements as at July 2, 1995, to normal year-end adjustments all in conformity with generally accepted accounting principles applied on a consistent basis. As at such dates, neither the Company nor any of its Subsidiaries had 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 or reflected or provided for in said balance sheets as at said dates and except as are not required by generally accepted accounting principles and practices to be disclosed on the financial statements referred to herein. Since January 2, 1995, there has been no material adverse change in the consolidated financial condition or operations, or the prospects or business taken as a whole, 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 from 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”), said financial statements as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effectat said date.

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. (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 for the fiscal year then endedSubsidiaries, reported on audited by Ernst & Young LLP, independent public accountantsauditors, copies of which have been furnished to for the Administrative Agent fiscal year ended June 30, 2005 and (ii) the Lenders prior to the date hereof, present fairly, in all material respects, the unaudited consolidated financial condition balance sheet of the Company and its consolidated Subsidiaries as at such date and the related consolidated statements of income, retained earnings and cash flow of the Company and its Subsidiaries for the six-month period ended December 31, 2005. The financial statements for the year ended June 30, 2005, referred to in clause (i) above, were prepared in conformity with Generally Accepted Accounting Principles, and the financial statements for the fiscal quarter and six-month period ended December 31, 2005, referred to in clause (ii) above, were prepared in conformity with Generally Accepted Accounting Principles, (subject to year-end adjustments and except for the absence of notes thereto), and, in each case, such financial statements fairly present the consolidated financial condition and consolidated results of the operations of the Company and its consolidated Subsidiaries as of the date of such financial statements and for the period ended periods to which they relate and since December 31, 2005 no Material Adverse Effect has occurred. The Company shall deliver to the Administrative Agent, a certificate of the Chief Financial Officer of the Company to that effect on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer Closing Date. Since the later 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 Current SEC Report or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which date of the most recent pro forma financial statements delivered pursuant to Section 7.06 hereof relating to a completed acquisition, there are no obligations or liabilities, contingent or otherwise, of the Company reported changes to or any of its Subsidiaries which are not reflected or disclosed on such audited statements, the accounting for various hedging transactions Current SEC Report or such pro forma financial statements, other than obligations of the Company and related ceiling test impairment chargesits Subsidiaries incurred in the ordinary course of business. (b) The consolidated balance sheets Company and 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 chargesGuarantors 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. (i) Immediately after the consummation of Full ------------------- Line Acquisition and the other transactions to occur on the date hereof and immediately following the making of each Advance made on the date hereof and after giving effect to the application of the proceeds of such Advances, (a) The consolidated balance sheet the fair value of the assets of the Company and its Subsidiaries on a consolidated Subsidiaries as of December 31basis, 2006at a fair valuation, will exceed the debts and the related consolidated statements of income and cash flows liabilities, subordinated, contingent or otherwise, of the Company and its Subsidiaries on a consolidated Subsidiaries for basis; (b) the fiscal year then ended, reported on by Ernst & Young LLP, independent public accountants, copies present fair saleable value 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 assets of the Company and its Subsidiaries on a consolidated Subsidiaries as at such date and basis will be greater than the consolidated results of amount that will be required to pay the operations probable liability of the Company and its Subsidiaries on a consolidated Subsidiaries for the period ended basis on their debts and other liabilities, subordinated, contingent or otherwise, as such date, all in accordance with GAAP consistently applied debts and other liabilities become absolute and matured; (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 (ic) 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 Subsidiaries on a consolidated Subsidiaries basis will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as of September 30, 2007, such debts and the related consolidated statements of income liabilities become absolute and cash flows of matured; and (d) the Company and its Subsidiaries on a consolidated Subsidiaries for basis will not have unreasonably small capital with which to conduct the fiscal period then ended, copies of businesses in which have been furnished they are engaged as such businesses are now conducted and are proposed to the Administrative Agent on or prior to be conducted after 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 Company does not intend to, or to permit any of its Subsidiaries to, and does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the manner timing of and amounts of cash to be received by it or any such Subsidiary and the timing of the amounts of cash to be payable on or in which respect of its Debt or the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesDebt of any such Subsidiary. (ciii) 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 There has been no Material Adverse Effectmaterial adverse change in the business, properties or condition (financial or otherwise) of Company or any of its Subsidiaries since the date of the latest of the Financial Statements.

Financial Condition. The audited combined balance sheets, statements of income and statements of cash flows of Speedway Motorsports for the year ended December 31, 1998 have heretofore been furnished to each Lender. Such financial statements (aincluding the notes thereto) (i) have been audited by Deloitte & Touche 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, 1999 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, 20061999 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) 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 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 Obligors have furnished to each Bank: (a) The consolidated the respective combined balance sheet sheets of the Company TKR New Jersey/New York Systems and its consolidated Subsidiaries the TCI New Jersey and New York Systems, in each case as of at December 31, 20061995 and as at December 31, 1996, and the respective related combined statements of operations or earnings, Parent's Investment or Combined Deficit and cash flows for the fiscal years ended on said dates, said financial statements having been certified by KPMG Peat Marwick; and (b) the pro forma unaudited combined and consolidated balance sheets of the Obligors and their respective consolidated Subsidiaries, as at September 30, 1997, and the related unaudited combined and consolidated statements of income operations, stockholders' equity (deficiency) and cash flows for the nine months ended on said date. All financial statements referred to above are complete and correct in all material respects (subject, in the case of the Company unaudited financial statements referred to above, to year-end and its audit adjustments) and fairly present the financial condition of the respective entity or groups of entities which is or are the subject of such financial statements (as stated above), on a combined and consolidated Subsidiaries basis to the extent so indicated above, as at the respective dates of the balance sheets included in such financial statements and the results of operations of such entity or groups of entities for the fiscal year then endedrespective periods ended on said dates. None of the Obligors and their Subsidiaries had on any of said dates any material contingent liabilities, reported on by Ernst & Young LLPliabilities for Taxes, independent public accountantsunusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments or operations which are substantial in amount, copies of which have been furnished except as referred to or reflected or provided for in said financial statements as at said respective dates or as disclosed to the Administrative Agent and Banks in writing prior to the Lenders date hereof. Except as disclosed to the Banks in writing prior to the date hereof, present fairlysince December 31, 1996 there has been no material adverse change in all material respects, the consolidated financial condition of or the Company and its consolidated Subsidiaries as at such date and the consolidated results of the businesses or operations of the Company Obligors and its their Subsidiaries taken as a whole on a combined and consolidated Subsidiaries basis from that shown by the balance sheets as at December 31, 1996 included in said financial statements for the period ended on such date, all in accordance with GAAP consistently applied Obligors and their respective Subsidiaries (except as approved by the chief financial officer of such entity and as disclosed therein), excluding it being understood that for purposes of this representation sentence the effect Obligors and their respective Subsidiaries shall be deemed to have owned all of any subsequent revisions or restatements thereto that may be required the assets acquired by the SEC with respect to (i) the accounting treatment relating Obligors and their respective Subsidiaries pursuant 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 TCI Acquisition for all periods covered 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 said balance sheets of the Company until 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 including the Effective Date, since December 31, 2006, there has been no Material Adverse Effect).

Financial Condition. The Borrower has heretofore delivered to the Lenders, at the Lenders' request, the following financial statements and information: (a) The audited consolidated financial statements of the Borrower and its subsidiaries for the fiscal years 2000, 2001 and 2002, consisting of balance sheets and the related consolidated and consolidating statements of income, stockholders' equity and cash flows for such period, (b) audited consolidated financial statements of the Acquired Company and its subsidiaries for the fiscal years 2000 and 2001 (and, with respect to the subsidiaries of the Acquired Company, for the fiscal year 2002), consisting of balance sheets and the related consolidated and consolidating statements of income, stockholders' equity and cash flows for such period, (c) unaudited consolidated financial statements of the Borrower and its subsidiaries through the most recently available quarterly period ending prior to the Closing Date, consisting of a balance sheet and the related consolidated and consolidating statements of income, stockholders' equity and cash flows for the period ending on such date, (d) a pro forma consolidated balance sheet of the Company Borrower and its consolidated Subsidiaries subsidiaries as of December March 31, 2006, 2003 and (e) four-year projections for the related consolidated statements of income and cash flows of the Company Borrower and its consolidated Subsidiaries for the fiscal year then endedsubsidiaries, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished all in form and substance satisfactory 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 certified by the chief financial officer of such entity the Borrower that they fairly present the financial condition of the Borrower and its subsidiaries as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto dates indicated and that may be required by the SEC (i) with respect to (i) the accounting treatment relating audited and unaudited financial statements, the results of their operations and their cash flows for the periods indicated, subject to the negative revision in the proven reserves of crude oil changes resulting from audit and natural gas of the Company effected as of or prior to December 31normal year-end adjustments, 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 pro forma balance sheet and the negative revision projections, were prepared 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. The Audited Financial Statements (ai) The 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 hereofClosing 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 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 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 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 respectsClosing Date. As of the Closing Date, the consolidated financial condition of the Company Borrowers and its consolidated their 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 have no material liabilities (except as approved by the chief financial officer of such entity and as disclosed therein), subject contingent or otherwise) that are not reflected in the case of such unaudited foregoing 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 Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effectnotes thereto.

Financial Condition. The audited Consolidated balance sheets, and the audited Consolidated statements of 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 Bank. Such financial statements (aincluding the notes thereto) (i) have been audited by Coopers & ▇▇▇▇▇▇▇ LLC, (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 as of such date and for such periods. The consolidated unaudited interim balance sheet sheets of the Company and its consolidated Subsidiaries as of December 31, 2006at the end of, and the related consolidated unaudited interim statements of income earnings and of cash flows for, each fiscal quarterly period ended after March 31, 1996 and prior to the Effective 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 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 as of such date and for such periods. During the period from December 31, 1995 to and including the Effective Date, other than Olefins Transaction, there has been no sale, transfer or other disposition by the Company or any of its Subsidiaries of any material part of the business or property of the Company 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 financial condition of the Company 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 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 Banks 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 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 audited consolidated balance sheet sheets and income statements of the Company and its consolidated Subsidiaries as of Consolidated Parties for the fiscal year ended December 31, 20062000 (including the notes thereto) (i) have been audited by KPMG Peat Marwick, (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 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 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 fiscal quarterly period ended after December 31, 2000 and prior to the date hereofClosing Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby, and (ii) present fairly, fairly in all material respectsrespects the consolidated and consolidating financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods except that they do not contain the materials and disclosures to be found in notes to financial statements prepared in accordance with GAAP nor do they reflect year-end adjustments. During the period from December 31, 2000 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 O'Gra▇▇ ▇▇▇▇▇▇ ▇▇ternational (USA), Inc. and its subsidiaries) 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. Except as set forth on Schedule 6.1(a), as of the Closing Date, 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 have no material liabilities (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 contingent or restatements thereto otherwise) 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 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 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 (on the basis disclosed in the footnotes, if any, to such financial statements) the consolidated balance sheets and consolidating 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. Company has heretofore delivered to Lenders, at Lenders' request, the following financial statements and information: (ai) The the audited consolidated balance sheet of the Company and its consolidated Subsidiaries as of at December 31, 2006, 1998 and the related consolidated statements of income income, stockholders' equity and cash flows of Company and its Subsidiaries for the Fiscal Year then ended, (ii) the unaudited consolidated balance sheet of Company and its Subsidiaries as at June 30, 1999 and the related unaudited consolidated statements of income, stockholders' equity and cash flows of Company and its Subsidiaries for the six months then ended and monthly financial statements for each month thereafter, (iii) a pro forma balance sheet of Company and its Subsidiaries as of the Closing Date and reflecting the consummation of the Recapitalization, the related financings and the other transactions contemplated by the Loan Documents and the Related Agreements, which pro forma financial statements shall be in form and substance satisfactory to Lenders, and (iv) projected financial statements (including balance sheets and statements of operations, stockholders' equity and cash flows) of the Company and its consolidated Subsidiaries Subsidiaries, for the fiscal six-year then ended, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished period after the Closing Date. The statements referred to in clauses (i) through (iii) were prepared in conformity with GAAP (except as disclosed in the Administrative Agent notes thereto) 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 adjustments. Company does not (and reduced footnote disclosurewill not following the funding of the initial Loans) have any Contingent Obligation, excluding contingent liability or liability for purposes of this representation taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the effect of any subsequent revisions foregoing financial statements or restatements the notes thereto that may be required by the SEC (or, with respect to (iany Contingent Obligation arising after the date of the delivery of such financial statements, that is not reflected in the financial statements next delivered pursuant to subsection 6.1 after the incurrence of such Contingent Obligation) the accounting treatment relating and which in any such case is material in relation to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of business, operations, properties, assets or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and condition (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 financial or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”otherwise), as of or after the Effective Closing Date, since December 31, 2006, there has been no Material Adverse Effectprospects of Company or any of its Subsidiaries.

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, as described in all 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 Closing Date giving effect to the Darvon Acquisition in accordance with the terms of the Darvon Purchase Agreement and reflecting estimated purchase accounting adjustments 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 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 case of such statements delivered pursuant to Section 7.1(a), 2007on the basis disclosed in the footnotes to such financial statements) the consolidated and consolidating financial condition, and the related consolidated statements 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. The audited combined balance sheets, statements of income and statements of cash flows of Speedway Motorsports for the year ended December 31, 1997 have heretofore been furnished to each Lender. Such financial statements (aincluding the notes thereto) (i) have been audited by Deloitte & Touche 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, 1998 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, 20061998 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 o 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 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 for the fiscal year then endedSubsidiaries, reported on audited by Ernst & Young LLP, independent public accountantsauditors, copies of which have been furnished to for the Administrative Agent fiscal year ended June 30, 2003 and (ii) the Lenders prior to the date hereof, present fairly, in all material respects, the unaudited consolidated financial condition balance sheet of the Company and its consolidated Subsidiaries as at such date and the related consolidated statements of income, retained earnings and cash flow of the Company and its Subsidiaries for the six month period ended December 31, 2003. The financial statements for the year ended June 30, 2003, referred to in clause (i) above, were prepared in conformity with Generally Accepted Accounting Principles, applied on a consistent basis, and the financial statements for the fiscal quarter and six month period ended December 31, 2003, referred to in clause (ii) above, were prepared in conformity with Generally Accepted Accounting Principles, applied on a consistent basis (subject to year-end adjustments and except for the absence of notes thereto), and, in each case, such financial statements fairly present the consolidated financial condition and consolidated results of the operations of the Company and its consolidated Subsidiaries as of the date of such financial statements and for the period ended periods to which they relate and since December 31, 2003 no Material Adverse Effect has occurred. The Company shall deliver to the Administrative Agent, a certificate of the Chief Financial Officer of the Company to that effect on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer Closing Date. Since the later 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 Current SEC Report or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which date of the most recent pro forma financial statements delivered pursuant to Section 7.06 hereof relating to a completed acquisition, there are no obligations or liabilities, contingent or otherwise, of the Company reported changes to or any of its Subsidiaries which are not reflected or disclosed on such audited statements, the accounting for various hedging transactions Current SEC Report or such pro forma financial statements, other than obligations of the Company and related ceiling test impairment chargesits Subsidiaries incurred in the ordinary course of business or in connection with the acquisition of Natumi AG. (b) The consolidated balance sheets Company and 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 chargesGuarantors 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. 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, 1998, reported on by PricewaterhouseCoopers, independent public accountants, and (b) as of and for the fiscal quarter and the portion of the Company fiscal year ended March 31, 1999, 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, 20061998 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, 1998, and the related consolidated statements of income income, stockholders' equity and cash flows flow 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 Credit Agreement ---------------- 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 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. 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 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 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 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 consolidated balance sheet sheets of the Company Borrower and its consolidated Subsidiaries as of at December 31, 20061998 and December 31, 1999 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 Arthur Andersen LLP, independent public accountants, copies of which have whi▇▇ ▇▇▇e ▇▇▇▇▇▇fore 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 30at March 31, 2007, 2000 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 3-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 3-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 Restatement Effective 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, 2000 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, 1999, other than as set forth on Schedule 5.1.

Financial Condition. The audited combined balance sheets, statements of income and statements of cash flows of Speedway Motorsports for the year ended December 31, 2009 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, 2010 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, 20062010 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. (ai) The consolidated audited 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 Guarantor and its consolidated Consolidated Subsidiaries as of and for the fiscal year then endedended December 31, reported on 2011, audited by Ernst & Young LLPPricewaterhouseCoopers, S.C., independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to unaudited Consolidated balance sheet and related statements of income and cash flows of the date hereofGuarantor and its Consolidated Subsidiaries as of and for the portion of the fiscal year ended September 30, 2012, in each case present fairly, in all material respects, the consolidated Consolidated financial condition position and results of operations and sources and uses of funds of the Company Guarantor and its consolidated Consolidated Subsidiaries as at of such date dates and for such periods in accordance with Mexican GAAP and IFRS, respectively (subject, in the consolidated results case of the operations of the Company financial statements as of, and its consolidated Subsidiaries for the period ended on such dateon, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed thereinSeptember 30, 2012, to normal year-end adjustments), 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 audited Consolidated balance sheet 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 Borrower and its consolidated Consolidated Subsidiaries as of and for the year ended December 31, 2011, audited by PricewaterhouseCoopers, S.C., independent public accountants, and the unaudited Consolidated balance sheet and related statements of income and cash flows of the Borrower and its Consolidated Subsidiaries as of and for the portion of the fiscal period then endedyear ended September 30, copies of which have been furnished to the Administrative Agent on or prior to the date hereof2012, in each case present fairly, in all material respects, the consolidated Consolidated financial condition position and results of operations and sources and uses of funds of the Company Borrower and its consolidated Consolidated Subsidiaries as at of such date dates and for such periods in accordance with Mexican GAAP and IFRS, respectively (subject, in the consolidated results case of the operations of the Company financial statements as of, and its consolidated Subsidiaries for the period ended on such dateon, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein)September 30, subject in the case of such unaudited statements 2012, 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). (cb) Except None of the Loan Parties or any of their respective Subsidiaries has any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as set forth in Schedule 4.05 referred to or reflected or provided for in the annual and quarterly reports referred to in Section 4.07 foregoing financial statements (collectively, including the “Disclosure Update”notes thereto), or as of the Effective Date, since December 31, 2006, there has been no could not reasonably be expected to result in a Material Adverse Effect.

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 of the Company and its the consolidated Subsidiaries as of December 31at January 2, 2006, 1995 and the related consolidated statements of income and operations, cash flows and changes in shareholders' equity of the Company and its the consolidated Subsidiaries for the fiscal year then endedended on said date, reported with the opinion thereon of Price Waterhouse & Co., and the unaudited consolidated balance sheet of the Company and the consolidated Subsidiaries as at July 2, 1995 and the related consolidated statements of operations, cash flows and changes in Shareholders' equity of the Company and the consolidated Subsidiaries for the six-month period ended on by Ernst & Young LLPsuch date, independent public accountants, copies of which have been heretofore furnished to the Administrative Agent and the Lenders prior to the date hereofeach Bank, are complete and correct and fairly present fairly, in all material respects, the consolidated financial condition of the Company and its the consolidated Subsidiaries as at such date said dates and the consolidated results of their operations for the operations fiscal year and six-month period ended on said dates, subject, in the case of such financial statements as at July 2, 1995, to normal year-end adjustments all in conformity with generally accepted accounting principles applied on a consistent basis. As at such dates, neither the Company nor any of its Subsidiaries had 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 or reflected or provided for in said balance sheets as at said dates and except as are not required by generally accepted accounting principles and practices to be disclosed on the financial statements referred to herein. Since January 2, 1995, there has been no material adverse change in the consolidated financial condition or operations, or the prospects or business taken as a whole, 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 from 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”), said financial statements as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effectat said date.

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 52 - 48 - 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) (i) 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 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 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 consolidated balance sheet of the Company and its consolidated Subsidiaries as of at December 31, 2006, 1996 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 accountantsYoung, 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, 1997 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 Borrower nor any of this representation its 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 either 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 such Borrower and its consolidated Subsidiaries at December 31, 1996 during the period from December 31, 1996 to and including the date hereof.

Financial Condition. Borrower has heretofore delivered to Agent, at Agent's request, the following financial statements and information: (ai) The consolidated the audited balance sheet of the Company and its consolidated Subsidiaries as of COPT at December 31, 2006, 1997 and the related consolidated statements of income income, shareholders' equity and cash flows of COPT for the Company 12 months then ended; (ii) the unaudited statements of Property Gross Revenue and Property Operating Expenses for each of the Properties for the calendar years ended December 31, 1997, and the two immediately prior calendar years if available after Borrower's diligent efforts to obtain the same; and (iii) the consolidated financial statements of COPT and its consolidated Subsidiaries for required to be delivered to Agent pursuant to this Agreement. The statements referred to in clause (i) of the fiscal year then ended, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished to the Administrative Agent preceding sentence were prepared in conformity with GAAP and the Lenders prior to the date hereof, present fairlyfairly present, in all material respects, the consolidated financial condition position of the Company COPT and its consolidated Subsidiaries as at such the date thereof and the consolidated results of the operations of the Company COPT 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 subject to changes resulting from audit and normal year end adjustments. On the Administrative Agent on or prior to the date hereofClosing Date, 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 SCHEDULE 4.3.1 annexed hereto, COPT and its Subsidiaries do not have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or other long-term commitment not customarily involved in their respective businesses that is not reflected in the annual foregoing financial statements or the notes thereto and quarterly reports referred which is material in relation to in Section 4.07 the business, operations, properties, assets or condition (collectively, the “Disclosure Update”), financial or otherwise) of COPT and its Subsidiaries taken as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effecta whole.

Financial Condition. The Company has furnished to each Bank: (a) The consolidated balance sheet of the Company and its consolidated Subsidiaries as of at December 31, 20061997, and the related consolidated statements of income operations, stockholders' equity (deficiency) 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 said date, all in accordance with GAAP consistently applied (except as approved said financial statements having been 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.KPMG Peat Marwick; (b) The unaudited consolidated balance sheets of the Company and its consolidated Restricted Subsidiaries as of September 30at December 31, 20071997, and the related consolidated statements of income operations, stockholders' equity (deficiency) and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then endedyear ended on said date; and (c) the respective combined balance sheets of the TKR New Jersey/New York Systems and the TCI New Jersey and New York Systems, copies in each case as at December 31, 1995, December 31, 1996 and December 31, 1997, and the respective related combined statements of operations or earnings, parent's investment or combined deficit and cash flows for the fiscal years ended on said dates, said financial statements having been certified by KPMG Peat Marwick. All financial statements referred to above are complete and correct in all material respects (subject, in the case of the unaudited financial statements referred to above, to year-end and audit adjustments) and fairly present the financial condition of the respective entity or groups of entities which have been furnished is or are the subject of such financial statements (as stated above), on a combined and/or consolidated basis to the Administrative Agent extent so indicated above, as at the respective dates of the balance sheets included in such financial statements and the results of operations of such entity or groups of entities for the respective periods ended on said dates. None of the Company, its Restricted Subsidiaries and the New York/New Jersey Companies had on any of said dates any material contingent liabilities, liabilities for Taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments or operations which are substantial in amount, except as referred to or reflected or provided for in said financial statements as at said respective dates or as disclosed to the Banks in writing prior to the date hereof. Except as disclosed to the Banks in writing prior to the date hereof, present fairlysince December 31, 1997 there has been no material adverse change in all material respects, the consolidated financial condition of (from that shown by the Company and its consolidated Subsidiaries respective balance sheets as at such date and December 31, 1997 included in said financial statements) or the consolidated results of the businesses or 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 (collectivelyCompany, the “Disclosure Update”), Restricted Subsidiaries and the New York/New Jersey Companies taken as a whole on a pro forma combined basis. As of the Effective Date, except as disclosed to the Banks in writing prior to the date hereof, since December 31, 2006, 1997 there has been no Material Adverse Effectmaterial adverse change in the financial condition or the businesses or operations of the New York/New Jersey Companies taken as a whole on a combined basis from that shown by the balance sheets as at December 31, 1997 included in said financial statements for the New York/New Jersey Companies (it being understood that for purposes of this sentence the New York/New Jersey Companies shall be deemed to have owned all of the assets acquired by the New York/New Jersey Companies pursuant to the TCI Acquisition for all periods covered by said balance sheets until and including the Effective Date).

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 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. (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. 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. (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 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 consolidated balance sheet of the Company Borrower and its consolidated Subsidiaries as of December 31September 30, 2006, 2007 and the related consolidated statements of income, shareholders’ equity, comprehensive income and cash flows of the Company Borrower and its consolidated Subsidiaries for the fiscal year then ended, reported on by Ernst & Young LLPand the notes thereto, independent public accountants, copies all of which have been furnished delivered to the Lenders prior to the execution of this Agreement, are correct and complete and fairly present the financial condition of the Borrower and its Subsidiaries and the results of their operations and their retained earnings as of the date and for the period referred to. All such financial statements have been prepared in accordance with GAAP throughout the period involved. Since September 30, 2007, no material adverse change in the financial condition, the business or operations of the Borrower and its Subsidiaries, taken as a whole, has occurred. All written financial projections concerning the Borrower and its Subsidiaries that have been made available to the Administrative Agent and the Lenders prior by the Borrower on or before the Closing Date have been prepared in good faith based upon reasonable assumptions in the sole opinion of the Borrower’s management at the time of the preparation thereof. The real estate and other fixed assets of the Borrower and its Subsidiaries are subject to no mortgage or lien securing an indebtedness of a material principal amount except as shown in the balance sheets or notes thereto referred to above or most recently delivered to the date hereofAdministrative Agent pursuant to Section 5.1(a). The Borrower and its Subsidiaries have no liabilities, present fairlydirect or contingent, except those disclosed in all the financial statements or notes thereto referred to above or most recently delivered to the Administrative Agent pursuant to Section 5.1(a), and except those arising in the ordinary course of business since the dates of such financial statements, having in the aggregate no materially adverse effect on the financial condition of the Borrower and its Subsidiaries, taken as a whole. The Borrower and its Subsidiaries have made no investments in, advances to or guaranties of the obligations of any corporation, individual or other entity other than Borrower in an aggregate amount material respects, 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 those 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 financial statements or prior notes thereto referred 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 above or most recently delivered to the Administrative Agent on or prior pursuant 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 thereinSection 5.1(a), 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. 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, 2000, 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 June 30, 2001, 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, 20062000 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, 2000, and the related consolidated statements of income income, stockholders' equity and cash flows flow 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 the Lenders (i) the consolidated balance sheet sheets of the Company Borrower and its consolidated Consolidated Subsidiaries as of at December 31, 2006, 2006 and 2007 and the related consolidated statements of income operations, cash flows and changes in common shareholders’ equity of the Borrower and its Consolidated Subsidiaries for the three fiscal years ended December 31, 2007, with the opinion thereon of Deloitte & Touche LLP, (ii) the unaudited consolidated balance sheets and related statements of operations, cash flows and stockholders’ equity of the Borrower and its Consolidated Subsidiaries for the fiscal quarters ended March 31, 2007 and 2008 (with respect to which the auditors have performed an SAS 100 review), (iii) the combined balance sheets of the Acquired Business as at December 31, 2006 and 2007 and the related combined statements of operations, cash flows and business unit equity of the Acquired Business for the three fiscal years ended December 31, 2007, with the opinion thereon of KPMG LLP, and (iv) the unaudited combined balance sheets and related statements of operations and cash flows of the Company and its consolidated Subsidiaries Acquired Business for the fiscal year then endedquarters ended March 31, reported on by Ernst & Young LLP2007 and 2008 (with respect to which the auditors shall have performed an SAS 100 review). Such financial statements fairly present, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior unaudited interim historical financial statements to the date hereof, present fairlybe delivered pursuant to Sections 5.01(d) will fairly present, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries entities to which they relate as at such date the dates presented, and the consolidated results of the their operations of the Company and its consolidated Subsidiaries cash flows for the period ended on such dateperiods presented, all in accordance with GAAP consistently applied (except as approved by except, in the chief case of clauses (ii) and (iv) and in the case of the unaudited interim financial officer of such entity and as disclosed thereinstatements to be delivered pursuant to Section 5.01(d), excluding for purposes normal year-end audit adjustments and/or absence of full footnote disclosures); provided that 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 financial statements of the Acquired Business is made to the negative revision in the proven reserves of crude oil and natural gas best of the Company effected Borrower’s knowledge. Neither the Borrower 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 of referred to or prior to reflected or provided for in said balance sheets as at said dates. Since December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner 2007, there has been no event or condition that could result in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesa Material Adverse Effect. (b) The consolidated Borrower has heretofore delivered to the Lenders, the Borrower’s unaudited pro forma condensed combined balance sheets and statements of operations for the Company and its consolidated Subsidiaries as of September 30fiscal year ended December 31, 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 after giving effect to the Administrative Agent Transactions as if they had occurred 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 last day of such entity and as disclosed therein), subject period in the case of such unaudited statements to normal year-end audit adjustments the balance sheet 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 Datebeginning of such period in the case of the statement of income. Such pro forma financial statements have been, since December 31and the pro forma financial statements to be delivered pursuant to Section 5.01(d) will be, 2006, there has been no Material Adverse Effectprepared in compliance with Regulation S-X under the Securities Exchange Act of 1934.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Company and its consolidated Subsidiaries as of April 30, 2010 (including the notes thereto), as filed in the Disclosure Statement on March 15, 2010 (the “Pro Forma Balance Sheet”) was prepared in good faith based upon assumptions believed by the Company to be reasonable at the time made in light of the circumstances when made. As of the date of the Pro Forma Balance Sheet, none of the Company or its Subsidiaries had any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. (i) The audited consolidated balance sheet of the Company and its Subsidiaries at December 31, 2006, 2009 and the related consolidated statements of income operations, stockholders’ equity and cash flows for the fiscal year ended on such date, reported on by Deloitte & Touche LLP and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries at March 31, 2010 and the related consolidated Subsidiaries statements of operations and cash flows 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, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, such statements are deemed furnished to Lenders), fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments) the consolidated financial position of each of the Company and its Subsidiaries as at such date, and the consolidated results of their operations and cash flows for the fiscal periods then ended and, in the case of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through such date, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as approved by the chief financial officer of such entity and as disclosed noted 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 Company has delivered to the Administrative Agent and the Lenders: (i) audited consolidated financial statements of the Company and its Subsidiaries (including reconciliation information consistent with historical practices for the Company and its Restricted Subsidiaries) for the fiscal years ended December 31, 2004, 2005 and 2006, together with the related consolidated statements of income or operations, equity and cash flows for the fiscal years ended on such dates; (ii) unaudited consolidated financial statements of the Company and its Subsidiaries (including reconciliation information consistent with historical practices for the Company and its Restricted Subsidiaries) for each fiscal quarter of 2007 through the most recently ended fiscal quarter prior to the Closing Date for which financial statements are available, together with the related consolidated statements of income or operations, equity and cash flows for each such fiscal quarter; (iii) pro forma consolidated financial statements of the Company and its Restricted Subsidiaries (including reconciliation information consistent with historical practices for the Company and its Restricted Subsidiaries), after giving effect to the Acquisitions consummated on the Closing Date, for the most recent four quarter period for which financial statements are available; and (iv) a pro forma balance sheet of the Company and its consolidated Restricted Subsidiaries (including reconciliation information consistent with historical practices for the Company and its Restricted Subsidiaries), after giving effect to the Acquisitions consummated on the Closing Date, as of December 31the Closing Date. Each of the financial statements described in the foregoing clauses (i) and (ii): (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, 2006except as otherwise expressly noted therein; (B) fairly present the financial condition of the applicable entities as of the date thereof and results of operations for the period covered thereby (subject, in the case of the unaudited financial statements, to (i) the absence of footnotes (except as required by applicable law) and (ii) normal year-end adjustments); and (C) show all material Indebtedness and other material liabilities, direct or contingent, of the related consolidated applicable entities as of the date thereof, including liabilities for taxes, material commitments and contingent obligations. The financial statements described in the foregoing clauses (ii) and (iv) have been prepared in good faith based on assumptions believed by the Company to be reasonable as of the date of delivery thereof (it being understood that such assumptions are based on good faith estimates of certain items and that the actual amount of such items on the Closing Date is subject to change) and present fairly in all material respects on a Pro Forma Basis the financial position of the applicable entities as of the date thereof, assuming the occurrence of the Acquisitions consummated on the Closing Date on the first day of such period. (b) The eight-year projections (including quarterly projections for fiscal year 2007 and annual projections for each fiscal year thereafter) of balance sheets, income statements and cash flows of the Company and its consolidated Restricted Subsidiaries for the fiscal year then ended, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished delivered 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 hereofClosing Date have been prepared in good faith based upon good faith estimates and assumptions believed by the Credit Parties to be reasonable at the time made, present fairly, in all material respects, it being recognized by the consolidated financial condition of the Company Lenders that such projections as to future events are not to be viewed as facts and its consolidated Subsidiaries as at such date and the consolidated that actual results of the operations of the Company and its consolidated Subsidiaries for during the period ended on or periods covered by any 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 projections 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 chargesdiffer from projected results. (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. (a) The audited consolidated balance sheets of the Company and its consolidated Subsidiaries as at September 30, 2000, September 30, 2001 and September 30, 2002, the related consolidated statements of income and of cash flows for the fiscal year ended on each such date, reported on by KPMG LLP, copies of which have heretofore been furnished to each Lender are complete and present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at each such date, and the consolidated results of their operations and their consolidated cash flows for the relevant fiscal year then ended. The unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as of December at March 31, 20062003, and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, certified in each case by a Responsible Officer of the Company and its consolidated Subsidiaries for the fiscal year then ended, reported on by Ernst & Young LLP, independent public accountantsCompany, 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, 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 six-month period then ended on (subject in each case 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 (provided that interim statements may be condensed and exclude footnotes) applied consistently applied throughout the periods involved (except as approved by such accountants or Responsible Officer of the chief financial officer of such entity Company, as the case may be, and as disclosed therein). Neither the Company nor any of its consolidated Subsidiaries had, excluding at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, material contingent liability 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, which is not reflected in the proven reserves of crude oil and natural gas of foregoing statements or in the Company effected as of notes thereto or prior to December disclosed on a supplemental basis. During the period from March 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) 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 or any of the Company and its consolidated Subsidiaries as of September 30, 2007, any material part of its business or property and the related consolidated statements no purchase or other acquisition of income and cash flows any business or property (including any Capital Stock of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished any other Person) 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 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 March 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. 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 Borrower and its consolidated Subsidiaries as of December 31, 2006, 1997 and the notes thereto and the related consolidated statements of income income, stockholders' equity and cash flows for the Fiscal Year then ended as examined and certified by PricewaterhouseCoopers, L.L.P., and unaudited consolidated and consolidating interim financial statements of the Company Borrower and its Subsidiaries consisting of a consolidated Subsidiaries for the fiscal year then endedand consolidating balance sheets and related consolidated and consolidating statements of income, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished to the Administrative Agent stockholders' equity and the Lenders prior to the date hereof, present fairlycash flows, in all material respectseach case without notes, for and as of the consolidated end of the nine (9) month period ending September 30, 1998. Except as set forth therein, such financial statements (including the notes thereto) present fairly the financial condition of the Company Borrower and its consolidated Subsidiaries as at of the end of such date Fiscal Year and nine (9) 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 Borrower has heretofore furnished to each Lender an audited balance sheet of each of FJC and its Subsidiaries, as at their most recent fiscal year ends and the notes thereto and the related statements of income, stockholders' equity and cash flows for the Fiscal Year then ended as examined and certified by independent public accountants, and unaudited consolidated interim financial statements of FJC and its Subsidiaries consisting of consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income income, stockholders' equity and cash flows flows, in each case without notes, for the most recently ended quarterly period for which financial statements are available. Except as set forth therein, such financial statements (including the notes thereto) present fairly the financial condition of each of FJC and its Subsidiaries as of the Company end of such Fiscal Year and quarterly period and results of their operations and the changes in its consolidated Subsidiaries stockholders' equity for the fiscal Fiscal Year and interim 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 conformity with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein)on a Consistent Basis, subject however, in the case of such unaudited interim statements to normal year-year end audit adjustments and reduced footnote disclosure, excluding for purposes adjustments; (c) since the later 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 audited financial statements delivered pursuant to Section 6.6(a) hereof 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 date of the Effective Date, since December 31, 2006audited financial statements most recently delivered pursuant to Section 7.1(a) hereof, there has been no Material Adverse Effect.material adverse change in the condition, financial or otherwise, of the Borrower or any of its Subsidiaries or in the businesses, properties, performance, prospects or operations of the Borrower or its Subsidiaries, nor have such businesses or properties been materially adversely affected as a result of any fire, explosion, earthquake, accident, strike, lockout, combination of workers, flood, embargo or act of God; and (d) except as set forth in the financial statements referred to in Section 6.6(a) or permitted by Section 8.5, neither Borrower nor any Subsidiary has incurred, other than in the ordinary course of business, any material Indebtedness, Contingent Obligation or other commitment or liability which remains outstanding or unsatisfied;

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. (ai) The To the Company’ knowledge, (A) the audited consolidated balance sheet of the Company Beneto and its consolidated Subsidiaries as of at December 31, 20062002 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, and (B) the audited consolidated balance sheet of ▇▇▇▇▇ and its consolidated Subsidiaries as at September 30, 2002, 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 Purchasers, are complete and correct in all material respects and present fairly in all material respects the Company consolidated financial condition of each of Beneto and its ▇▇▇▇▇ and their respective Subsidiaries on a consolidated Subsidiaries basis as at such date, and the consolidated results of their operations and their cash flows for the fiscal year then ended. To the Company’ knowledge, reported the unaudited consolidated balance sheet of each of Beneto and ▇▇▇▇▇ and their respective consolidated Subsidiaries as at March 31, 2003, and the related unaudited consolidated statements of income for the three-month period, in the case of Beneto, and six-month period, in the case of ▇▇▇▇▇, ended on by Ernst & Young LLP, independent public accountantssuch date, copies of which have heretofore been furnished to the Administrative Agent Purchasers, are complete and the Lenders prior to the date hereof, present fairly, correct in all material respects, respects and present fairly in all material respects the consolidated financial condition of each of Beneto and ▇▇▇▇▇ and their respective consolidated Subsidiaries as at such date, and the Company consolidated results of their operations for the three-month period, in the case of Beneto, and the six month period, in the case of ▇▇▇▇▇, then ended (subject to normal year-end audit adjustments). All such financial statements (other than the financial statements of Beneto for the three-month period ended March 31, 2003), 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 an officer of the company, as the case may be, and as disclosed therein, and except that such unaudited financial statements do not include footnotes). To the Company’ knowledge, the Beneto Business and ▇▇▇▇▇ Business each did not have, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation (as defined in the Senior Loan Agreement) which will survive closing of the Beneto Acquisition or ▇▇▇▇▇ Acquisition respectively, 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 or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto. To the Company’s knowledge, during the period from March 31, 2003 to and including the date hereof there has been no sale, transfer or other disposition by the Beneto Business and ▇▇▇▇▇ Business 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 other than ▇▇▇▇▇’▇ acquisition of the private fleet of U.S. Oil) material in relation to the consolidated financial condition of Beneto and ▇▇▇▇▇ at March 31, 2003 that after giving effect to the amendments provided for herein and the additional loans contemplated under the Senior Loan Documents, the representations and warranties contained in the Note Agreement (as updated pursuant to Sections 2(m) and 2(n) of the Second Amendment), other than the representations and warranties contained in Sections 4.1, 4.2(c) and (d), 4.3, 4.6, 4.7, 4.8, 4.11, 4.15, 4.20, 4.22, and 4.24, and the Other Agreements will be true and correct in all material respects as if made on and as of the date hereof and that no Default or Event of Default will have occurred and be continuing (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). (ii) The pro forma consolidated balance sheet of the Parent and its consolidated Subsidiaries as at such date and the consolidated results March 31, 2003, certified by an officer of the operations Parent (the “Beneto/▇▇▇▇▇ Pro Forma Balance Sheet”), a copy of which has been provided to the Purchasers, is the unaudited consolidated balance sheet of the Company Parent and its consolidated Subsidiaries for the period ended adjusted to give effect (as if such events had occurred 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 31B-K Acquisitions, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner making of the new term loans under the Senior Loan Documents, (iii) the application of the proceeds of such new term loans in which accordance with the Company reported changes terms of the Senior Loan Documents and (iv) the payment of all fees and expenses related to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets foregoing transactions, as estimated in good faith as of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows date of the Company and its consolidated Subsidiaries for Beneto/▇▇▇▇▇ Pro Forma Balance Sheet. The Beneto/▇▇▇▇▇ Pro Forma Balance Sheet, together with the fiscal period then endednotes thereto, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, presents fairly in all material respects, on a pro forma basis, the consolidated financial condition position of the Company Parent and its consolidated Subsidiaries as at such date and of March 31, 2003, assuming that the consolidated results of events specified in the operations of the Company and its consolidated Subsidiaries for the period ended preceding sentence had actually occurred 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 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 annual statement of the Company and its consolidated Subsidiaries each Significant Insurance Subsidiary as of December 31, 20062009, as filed with the applicable Insurance Regulatory Authority of the state of its domicile, together with the related exhibits, schedules and explanations therein contained or thereto annexed, copies of which have been made available to each of the Administrative Agent and the Lenders, are a full and true statement of all assets and liabilities and of the condition and affairs of such Significant Insurance Subsidiary as of such date and of its income and deductions therefrom for the year then ended (within the meaning of applicable regulations and practices of the applicable Insurance Regulatory Authority of such state), and each such annual statement is accompanied by an opinion of the Corporate Actuary of such Significant Insurance Subsidiary to the effect that the amounts carried in the balance sheet of such Significant Insurance Subsidiary contained therein of certain actuarial items (i) meet the requirements of the insurance Applicable Laws of such state, (ii) are computed in accordance with accepted loss reserving standards and principles, and (iii) make a reasonable provision for all unpaid loss and loss expense obligations of such Significant Insurance Subsidiary under the terms of its policies and agreements. (b) The unaudited pro forma balance sheet of the Borrower as of December 31, 2009, and the related consolidated pro forma statements of income and retained earnings and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then ended, reported on by Ernst & Young LLPtogether with the Borrower’s notes thereto, independent public accountantswhich give effect to the completion of the portions of the Plan of Reorganization described in clauses (a) and (b) of the definition of such term, copies a copy of which have been furnished has been, in each case, made available 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 pro forma effects of the Company and its consolidated Subsidiaries completion of such portions as at of 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 unaudited pro forma balance sheet of the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), Borrower as of the Effective Date, since December 31, 20062009, and the related pro forma statements of income and retained earnings and cash flows for the fiscal year then ended, which give effect to the completion of the portions of the Plan of Reorganization described in clauses (a) through (d) of the definition of such term, a copy of which has been, in each case, made available to each of the Administrative Agent and the Lenders, fairly presents, in conformity with GAAP, the pro forma effects of the completion of such portions as of such date and for such fiscal year. (d) Since December 31, 2009, there has been no Material event, occurrence or development which has had or could reasonably be expected to have a Materially Adverse Effect.

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.