Common use of Financial Statements Clause in Contracts

Financial Statements. The financial statements of (i) the Company and (ii) the oil and natural gas properties to be transferred to the Company pursuant to the Contribution Agreement, filed with the Commission as a part of the Registration Statement, and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, present fairly in all material respects the financial condition of the Company and each of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement), and the statements of operations, parent net investment and cash flows of the oil and natural gas properties to be transferred to the Company, for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved except to the extent disclosed in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectus.

Financial Statements. The consolidated financial statements of (i) the Company and (ii) the oil and natural gas properties to be transferred to the Company pursuant to the Contribution Agreement, filed with the Commission as a part of the Registration Statement, and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, present fairly in all material respects the financial condition of the Company and each the Subsidiaries together with the related notes thereto included in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings fairly present the financial position, income, changes in stockholders’ equity, cash flow and results of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) operations of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and Subsidiaries at the respective dates indicated (in and for the case of clause (ii), after giving effect respective periods to consummation of the Contribution Agreement)which they apply, and the statements of operations, parent net investment and cash flows of the oil and natural gas properties to be transferred to the Company, for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) and the Rules and Regulations, consistently applied on a consistent basis throughout the periods involved (except to the extent as may be disclosed therein or in the notes thereto, and, in the case of quarterly financial statements, as permitted by Form 10-Q under the Securities Act). There are no Except as set forth in the financial statements (historical or pro forma) that are required to be of the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the Registration Statementmost recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the Preliminary Prospectusproperty, both tangible and intangible, and the Prospectus or the Time businesses of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G each of the Commission) Company and ratios derived using non-GAAP financial measures the Subsidiaries conform in all material respects to the descriptions thereof contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus Annual Report on Form 10-K and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation Smost recent Quarterly Report on Form 10-K of Q included among the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale ProspectusSEC Filings.

Financial Statements. The financial statements Company has previously made available to Parent copies of (ia) the Company and (ii) the oil and natural gas properties to be transferred to the Company pursuant to the Contribution Agreement, filed with the Commission as a part of the Registration Statement, and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, present fairly in all material respects the financial condition consolidated balance sheet of the Company and its Subsidiaries as of December 31 for the fiscal year 2006, and the related consolidated statements of income, shareholders’ equity and cash flows for the fiscal years 2005 and 2006, accompanied by the audit report of Xxxxx Xxxxxx Company LLP, independent public accountants with respect to the Company (the “2006 Audited Financial Statements”) and (b) the consolidated balance sheet of the Company and its Subsidiaries as of March 31, 2007, and the related consolidated statements of income, shareholders’ equity and cash flows for the three-month period then ended (the “March 31 Unaudited Financial Statements”). Except as described in Section 4.7 of the Company Disclosure Schedule, each of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) December 31, 2006 and March 31, 2007 consolidated balance sheets of the Company (eachincluding the related notes, a “Subsidiary,” where applicable) fairly present the consolidated financial position of the Company and together, the “Subsidiaries”), if any, its Subsidiaries as of the date of such balance sheet, and at the dates indicated other financial statements referred to in this Section 4.7 (including the related notes, where applicable) fairly present, and the financial statements to be filed with the SEC after the date hereof will fairly present (subject, in the case of clause (iieach of the unaudited statements, to recurring audit adjustments normal in nature and amount), after giving effect to consummation the results of the Contribution Agreement)consolidated operations and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements of operationsto be filed with the SEC after the date hereof will comply, parent net investment in all material respects, with applicable accounting requirements and cash flows with the published rules and regulations of the oil SEC with respect thereto; and natural gas properties each of such statements (including the related notes, where applicable) has been, and the financial statements to be transferred to filed with the CompanySEC after the date hereof will be, for the periods specified; such financial statements have been prepared in conformity accordance with generally accepted accounting principles in the United States of America (“GAAP”) consistently applied on a consistent basis throughout during the periods involved involved, except to the extent disclosed as indicated in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included thereto or, in the Registration Statementcase of unaudited statements, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All nonpermitted by Form 10-GAAP financial measures (as defined in Regulation G Q of the Commission) SEC. The books and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K records of the Commission. Except as disclosed Company and its Subsidiaries have been, and are being, maintained in the Preliminary Prospectus, the Prospectus accordance with GAAP and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public applicable legal and accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectusrequirements.

Financial Statements. The financial statements of (i) the Company and (ii) the oil and natural gas properties to be transferred Buyer has previously delivered to the Company pursuant to -------------------- copies of (a) the Contribution Agreementconsolidated balance sheets of Buyer and its Subsidiaries as of December 31 for the years 1997 and 1996 and the related consolidated statements of income, changes in shareholders' equity and cash flows for the fiscal years 1995 through 1997, inclusive, as reported in Buyer's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 filed with the Commission SEC under the Exchange Act, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to Buyer, and (b) the unaudited consolidated balance sheet of Buyer and its Subsidiaries as a part of March 31, 1998 and March 31, 1997 and the related unaudited consolidated statements of income, changes in shareholders' equity and cash flows for the three-month periods then ended as reported in Buyer's Quarterly Report on Form 10-Q for the period ended March 31, 1998 filed with the SEC under the Exchange Act. The December 31, 1997 consolidated balance sheet of Buyer (including the related notes, where applicable) fairly presents the consolidated financial position of Buyer and its Subsidiaries as of the Registration Statementdate thereof, and included the other financial statements referred to in this Section 4.5 (including the related notes, where applicable) fairly present and the financial statements referred to in Section 6.9 hereof will fairly present (subject, in the Preliminary Prospectuscase of the unaudited statements, to recurring audit adjustments normal in nature and amount), the Prospectus results of the consolidated operations and changes in shareholders' equity and consolidated financial position of Buyer and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply, and the Time of Sale Prospectusfinancial statements referred to in Section 6.9 hereof will comply, present fairly in all material respects with applicable accounting requirements and with the financial condition published rules and regulations of the Company SEC with respect thereto; and each of such statements (including the subsidiaries (related notes, where applicable) has been, and the financial statements referred to in Section 6.9 hereof will be, prepared in accordance with GAAP consistently applied during the periods involved, except as such term is defined indicated in Rule 1-02 of Regulation S-X of the Commission) of the Company (eachnotes thereto or, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii)unaudited statements, after giving effect to consummation as permitted by Form 10-Q. The books and records of the Contribution Agreement)Buyer and its Subsidiaries have been, and the statements of operationsare being, parent net investment maintained in all material respects in accordance with GAAP and cash flows of the oil any other applicable legal and natural gas properties to be transferred to the Company, for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved except to the extent disclosed in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) requirements and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet reflect only actual transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectus.

Financial Statements. The financial statements of Company and the Shareholders have delivered to the Buyer (i) the Company Company's consolidated year-end balance sheets at March 31, 1995 and each of the two preceding fiscal year-ends, (ii) its related consolidated statements of income and retained earnings and cash flows for the oil and natural gas properties to be transferred to the Company pursuant to the Contribution Agreement, filed with the Commission as a part of the Registration Statementfiscal years then ended, and included in the Preliminary Prospectus(iii) all related notes and schedules, the Prospectus and the Time each of Sale Prospectus, present fairly in all material respects the financial condition which have been audited by Deloitte & Touche LLP. All Liabilities of the Company and each Subsidiary at March 31, 1995 required to be reflected or reserved for by GAAP are fully reflected or reserved for in the Company's consolidated balance sheet at March 31, 1995 (the "Latest Year-End Balance Sheet"). March 31, 1995 is referred to as the "Latest Year-End Balance Sheet Date" in other parts of this Agreement. The Company and the Shareholders have also delivered to the Buyer a copy of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) unaudited consolidated balance sheet of the Company and the Subsidiaries at June 30, 1995 and the related unaudited consolidated statements of income and retained earnings and cash flows for the period from the Latest Year-End Balance Sheet Date to June 30, 1995 (eachthe "Interim Financial Statements"). June 30, a “Subsidiary,” 1995 is referred to as the "Interim Balance Sheet Date" in other parts of this Agreement. All Liabilities of the Company and together, the “Subsidiaries”), if any, each Subsidiary as of and the Interim Balance Sheet Date required to be reflected or reserved for by GAAP (other than accruals which under the Company's past practices are made at year-end) are fully reflected or reserved for in the Company's consolidated balance sheet at the dates indicated Interim Balance Sheet Date (in the case of clause (ii"Interim Balance Sheet"), after giving effect to consummation . All of the Contribution Agreement), financial statements referred to in this Section 5.3(a) were prepared in accordance with GAAP (except the Interim Financial Statements do not necessarily include accruals which under the Company's past practices are made at year-end) and fairly present the statements financial position and results of operations, parent net investment operations and cash flows of the oil Company and natural gas properties to be transferred to its Subsidiaries at the Company, dates and for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved except to the extent disclosed in the notes thereto. There are no financial statements (historical or pro forma) covered and include all adjustments that are required to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G necessary for a fair presentation of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectusinformation shown.

Financial Statements. The Each of the consolidated financial statements of (including, in each case, any related notes thereto) contained in the Company SEC Documents (the "COMPANY FINANCIAL STATEMENTS"), including each Company SEC Document filed after the Agreement Date until the Closing, (i) the Company and (ii) the oil and natural gas properties to be transferred to the Company pursuant to the Contribution Agreementcomplied, filed as of their respective dates of filing with the Commission SEC, as a part of the Registration Statement, and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, present fairly to form in all material respects with the financial condition published rules and regulations of the Company and each of the subsidiaries SEC with respect thereto, (as such term is defined ii) was prepared in Rule 1-02 of Regulation S-X of the Commission) of the Company accordance with GAAP (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (except in the case of clause (ii)unaudited interim financial statements, after giving effect to consummation of as may be permitted by the Contribution Agreement), and the statements of operations, parent net investment and cash flows of the oil and natural gas properties to be transferred to the Company, for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”SEC on Form 10-Q or Form 8-K) applied on a consistent basis throughout the periods involved (except to the extent disclosed as may be indicated in the notes thereto. There are no ), and (iii) fairly presented in all material respects the consolidated financial position of Company and its Subsidiaries as at the respective dates thereof and the consolidated results of Company's and its Subsidiaries' operations and cash flows for the periods indicated (except that the unaudited interim financial statements were subject to normal and recurring year-end and quarter-end adjustments which were not material). Except as reflected in the balance sheet of the Company dated September 30, 2005 included in the Form 10-Q filed by the Company with the SEC on November 7, 2005 (historical the "COMPANY BALANCE SHEET") (or pro forma) described in the notes thereto), neither the Company nor any of its Subsidiaries has any Liabilities of any nature that are would be required to be included disclosed on a consolidated balance sheet of the Company and its Subsidiaries prepared in accordance with GAAP consistently applied, except (i) Liabilities incurred since September 30, 2005 in the Registration Statementordinary course of business consistent with past practice, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (ii) Liabilities under a Company Material Contract (as defined in Regulation G Section 3.12 below) set forth on Schedule 3.4(b) of the CommissionCompany Disclosure Letter or under a Contract entered into to by the Company or any of its Subsidiaries subsequent to the Agreement Date not in violation of Section 5.2(a) and ratios derived using non-GAAP financial measures contained below, (iii) Liabilities reserved against in the Registration Statement Company Balance Sheet (but only to the extent of such reserve), (iv) Liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and included (v) Liabilities which, individually or in the Preliminary Prospectusaggregate, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is would not party reasonably be expected to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect Material Adverse Effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectus.

Financial Statements. The financial Subject Company has previously made available to Parent copies of (a) the consolidated balance sheets of Subject Company and its Subsidiaries, as of December 31, for the fiscal years 1993 and 1994, and the related consolidated statements of operations, shareholders' equity and cash flows for the fiscal years 1992 through 1994, inclusive, as reported in Subject Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 filed with the SEC under the Securities Exchange Act of 1934, as amended (i) the "Exchange Act"), in each case accompanied by the audit report of Ernst & Young LLP, independent auditors with respect to Subject Company and (iib) the oil unaudited consolidated balance sheet of Subject Company and natural gas properties to be transferred to its Subsidiaries as of September 30, 1994 and September 30, 1995 and the Company pursuant to related unaudited consolidated statements of operations, shareholders' equity and cash flows for the Contribution Agreementperiods then ended, as reported in Subject Company's Quarterly Report on Form 10-Q for the period ended September 30, 1995 filed with the Commission SEC under the Exchange Act. The December 31, 1994 consolidated balance sheet of Subject Company (including the related notes, where applicable) fairly presents the consolidated financial position of Subject Company and its Subsidiaries as a part of the Registration Statementdate thereof, and included the other financial statements referred to in this Section 3.6 (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.12 hereof will fairly present (subject, in the Preliminary Prospectuscase of the unaudited statements, to recurring audit adjustments normal in nature and amount), the Prospectus results of the consolidated operations and changes in stockholders' equity and consolidated financial position of Subject Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth. Each of such statements (including the related notes, where applicable) complies, and the Time of Sale Prospectusfinancial statements referred to in Section 6.12 hereof will comply, present fairly in all material respects with applicable accounting requirements and with the financial condition published rules and regulations of the Company SEC with respect thereto and each of such statements (including the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commissionrelated notes, where applicable) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement)has been, and the statements of operations, parent net investment and cash flows of the oil and natural gas properties to be transferred to the Company, for the periods specified; such financial statements have been referred to in Section 6.12 will be, prepared in conformity accordance with generally accepted accounting principles in the United States of America (“"GAAP”") consistently applied on a consistent basis throughout during the periods involved involved, except to the extent disclosed in each case as indicated in such statements or in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included thereto or, in the Registration Statementcase of unaudited statements, the Preliminary Prospectusas permitted by Form 10-Q. The books and records of Subject Company and its Subsidiaries have been, the Prospectus or the Time of Sale Prospectus that and are not included as required. All non-being, maintained in all material respects in accordance with GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement any other applicable legal and included in the Preliminary Prospectus, the Prospectus accounting requirements and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet reflect only actual transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectus.

Financial Statements. The financial statements of (i) the Company TMS has filed all registration statements, forms, reports and (ii) the oil and natural gas properties other documents required to be transferred to the Company pursuant to the Contribution Agreement, filed by TMS with the Securities and Exchange Commission ("SEC") and has made available to Purchaser copies of all registration statements, forms, reports and other documents filed by TMS with the SEC since August 31, 2003. All such registration statements, forms, reports and other documents (including those that TMS may file after the date hereof until the Closing) are referred to herein as a part of the Registration Statement"TMS SEC Reports." The TMS SEC Reports, and included at the time filed, were or will be prepared in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, present fairly compliance in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable to such TMS SEC Reports. TMS has delivered, or will deliver when prepared, to the Buyer: (a) an audited balance sheet of TMS as of August 31, 2003 (including the notes thereto, the "Balance Sheet"), and the related audited statements of operations, shareholders' equity and cash flows for the fiscal year then ended, including in each case the notes thereto, together with the report thereon of KPMG, independent certified public accountants; (c) an unaudited balance sheet of TMS as of May 31, 2004, (the "Interim Balance Sheet") and the related unaudited statements of operations, shareholders' equity and cash flows for the nine (9) months then ended, including in each case the notes thereto; and (d) an unaudited year end Balance Sheet as of August 31, 2004 and a Closing Balance Sheet as of September 30, 2004, and the related unaudited statements of operations, shareholders' equity and cash flows for each applicable period then ended, including notes thereto. Such financial statements fairly present, or will fairly present, the financial condition and the results of operations, shareholders' equity and cash flows of TMS as at the Company and each of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as respective dates of and at for the dates indicated (periods referred to in such financial statements, all in accordance with GAAP. Additionally, TMS has provided the Buyer with unaudited statements of operations, shareholders' equity and cash flows, updated monthly and prepared in accordance with GAAP except that such statements have not included any notes which may be required by GAAP. The financial statements referred to in this Section 4.7 reflect and will reflect the consistent application of such accounting principles throughout the periods involved, except as disclosed in the notes to such financial statements, subject to normal year-end adjustments in the case of clause (ii), after giving effect the unaudited financial statements which were not or are not expected to consummation be material in amount. Since the respective dates of the Contribution Agreement), and the statements most recent of operations, parent net investment and cash flows of the oil and natural gas properties to be transferred to the Company, for the periods specified; such financial statements have and related information documents provided by TMS to Buyer, until the Closing Balance Sheet Date, the operation of the Business by TMS has been prepared in conformity with generally accepted accounting principles conducted in the United States of America (“GAAP”) applied on a ordinary course and consistent basis throughout the periods involved except to the extent disclosed with past practices and there has not been any Material Adverse Effect in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial conditionassets, results of operationsliabilities, liquidityrevenues, capital expenditures, capital resources expenses or significant components of revenues or expenses. To the knowledge operations of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale ProspectusBusiness.

Financial Statements. (a) The financial statements of (i) the Company and (ii) the oil and natural gas properties to be transferred Seller has previously made available to the Company pursuant to the Contribution AgreementBuyer, filed with the Commission as a part for copying, originals of the Registration StatementSeller Financial Statements, and included in the Preliminary Prospectuswhich, the Prospectus and the Time of Sale Prospectus, present fairly in all material respects the financial condition of the Company and each of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii)the audited statements, after giving effect to consummation are accompanied by the audit report of KPMG LLP, independent public accountants for the Seller. Each of the Contribution AgreementSeller Financial Statements referred to in this Section 4.09 (including the related notes, where applicable) fairly presents (subject, in the case of the unaudited statements, to audit adjustments normal in nature and amount and the addition of customary notes), and the financial statements of operationsreferred to in Section 7.08 hereof each will fairly present, parent net investment and cash flows the results of the oil consolidated operations and natural gas properties to be transferred to changes in stockholders' equity and consolidated financial position of the CompanySeller, the Seller's Bank and the Seller's Subsidiaries for the respective periods specifiedor as of the respective dates therein set forth; such each of the Seller Financial Statements (including the related notes, where applicable) has been prepared, and the financial statements have been prepared referred to in conformity Section 7.08 hereof will be prepared, in accordance with generally accepted accounting principles in the United States of America (“"GAAP”") consistently applied on a consistent basis throughout during the periods involved involved, except to the extent disclosed as indicated in the notes theretothereto or, in the case of unaudited statements, as permitted by Form 10-Q under the Exchange Act. There are no financial statements The audits of the Seller, the Seller's Bank and the Seller's Subsidiaries have been conducted in all material respects in accordance with generally accepted auditing standards. Without limiting the generality of the foregoing, (historical or pro formax) that are required the allowance for possible loan losses included in the Seller Financial Statements was, and the allowance for possible loan losses to be included in the Registration Statementfinancial statements referred to in Section 7.08 hereof will be, determined in accordance with GAAP and is, and will be, adequate to provide for losses relating to or inherent in the loan and lease portfolios of the Seller, the Preliminary ProspectusSeller's Bank and the Seller's Subsidiaries (including without limitation commitments to extend credit), and (y) the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures Other Real Estate Owned (as defined in Regulation G of the Commission"OREO") and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary ProspectusSeller Financial Statements was, the Prospectus and the Time of Sale Prospectus have been presented OREO included in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements referred to in Section 7.08 hereof will be, carried net of reserves at the lower of cost or market value in accordance with GAAP or the regulations or other financial data filed with the Commission as a part requirements of the Registration Statement FDIC and included in the Preliminary ProspectusMassachusetts Commissioner. The books and records of the Seller, the Prospectus Seller's Bank and Time of Sale Prospectusthe Seller's Subsidiaries are true and complete in all material respects and have been, and are being, maintained in all material respects in accordance with applicable legal and accounting requirements.

Financial Statements. (a) The financial statements Company has previously made available to Parent copies of (ia) the Company and (ii) the oil and natural gas properties to be transferred to the Company pursuant to the Contribution Agreement, filed with the Commission as a part of the Registration Statement, and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, present fairly in all material respects the financial condition consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2023 and 2022, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for the fiscal years ended December 31, 2023 and 2022, in each case accompanied by the audit report of Xxxxx LLP (the “Accounting Firm”), independent public accountants with respect to the Company, (b) the notes related thereto, (c) the unaudited consolidated balance sheets of the subsidiaries Company and its Subsidiaries as of June 30, 2024 and the related unaudited consolidated statements of income and cash flows for the six months ended June 30, 2024 and 2023 and (as such term is defined in Rule 1-02 of Regulation S-X of d) the Commission) notes related thereto (collectively, the “Company Financial Statements”). The consolidated balance sheets of the Company (eachincluding the related notes, a “Subsidiary,” and together, where applicable) included within the “Subsidiaries”), if any, as of and at the dates indicated (Company Financial Statements fairly present in the case of clause (ii), after giving effect to consummation of the Contribution Agreement)all material respects, and the consolidated balance sheets of the Company (including the related notes, where applicable) to be included or incorporated by reference in the S-4 will fairly present in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the dates thereof, and the consolidated statements of operationsincome, parent net investment changes in stockholders’ equity and cash flows (including the related notes, where applicable) included within the Company Financial Statements fairly present in all material respects, and the consolidated statements of income, changes in stockholders’ equity and cash flows of the oil and natural gas properties to be transferred to Company (including the Companyrelated notes, for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”where applicable) applied on a consistent basis throughout the periods involved except to the extent disclosed in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration StatementS-4 will fairly present in all material respects, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, consolidated results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge changes in stockholders’ equity and cash flows of the CompanyCompany and its Subsidiaries for the respective fiscal periods therein set forth; each of the Company Financial Statements (including the related notes, no person who has been suspended or barred from being associated with a registered public accounting firmwhere applicable) complies, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the and each of such consolidated financial statements (including the related notes, where applicable) to be included or other financial data incorporated by reference in the S-4 to be filed with the Commission as a part SEC pursuant to this Agreement will comply, with accounting requirements applicable to financial statements to be included or incorporated by reference in the S-4 and with the published rules and regulations of the Registration Statement SEC with respect thereto, including without limitation Regulation S-X; and each of the Company Financial Statements (including the related notes, where applicable) has been, and each of such consolidated financial statements (including the related notes, where applicable) to be included or incorporated by reference in the Preliminary ProspectusS-4 will be, prepared in accordance with GAAP consistently applied during the Prospectus periods involved, except, in the case of unaudited statements, as permitted by the SEC with respect to financial statements included on Form 10-Q. The books and Time records of Sale Prospectusthe Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements, and reflect only actual transactions.

Financial Statements. (a) The financial audited consolidated balance sheet of the Borrower and its Subsidiaries for the most recent Fiscal Year ended, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, including the notes thereto (i) were prepared in accordance with GAAP consistently applied throughout the Company and period covered thereby, except as otherwise expressly noted therein, (ii) the oil and natural gas properties to be transferred to the Company pursuant to the Contribution Agreement, filed with the Commission as a part of the Registration Statement, and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, fairly present fairly in all material respects the financial condition of the Company Borrower and each its Subsidiaries as of the subsidiaries date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (as such term is defined in Rule 1-02 of Regulation S-X iii) show all material indebtedness and other liabilities, direct or contingent, of the Commission) Borrower and its Subsidiaries as of the Company date thereof, including material liabilities for taxes, material commitments and Indebtedness. (eachb) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries for the most recent Fiscal Quarter ended, a “Subsidiary,” and togetherthe related consolidated statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter (i) were prepared in accordance with GAAP consistently applied throughout the “Subsidiaries”)period covered thereby, if anyexcept as otherwise expressly noted therein, (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and at their results of operations for the dates indicated (period covered thereby, subject, in the case of clause clauses (i) and (ii), after giving effect to consummation the absence of footnotes and to normal year-end audit adjustments and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Contribution Agreement)Borrower and its Subsidiaries as of the date of such financial statements, including material liabilities for taxes, material commitments and the Indebtedness. (c) The consolidated forecasted balance sheet and statements of operations, parent net investment income and cash flows of the oil Borrower and natural gas properties its Subsidiaries delivered pursuant to Section 7.1(d) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be transferred to reasonable by the Company, for Borrower at the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in time made and at the United States of America time so furnished (“GAAP”) applied on a consistent basis throughout the periods involved except to the extent disclosed in the notes thereto. There it being understood and agreed that forecasts are no financial statements (historical or pro forma) that are required not to be included in viewed as facts and that actual results during the Registration Statement, period or periods covered thereby may differ from the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as requiredforecasted results and such differences may be material). All non-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectus.Section 6.8

Financial Statements. The Company has furnished you with the following financial statements statements, identified by a principal financial officer of (i) the Company: consolidated balance sheets of the Company and its Subsidiaries as at June 30, in the years of 1994 through 2001, consolidated statements of operations and statements of patrons' and other equity and comprehensive income (iiloss) the oil and natural gas properties to be transferred to cash flows of the Company pursuant to the Contribution Agreementand its Subsidiaries for such years, filed with the Commission as a part all certified by KPMG Peat Marwick, consolidated balance sheets of the Registration StatementCompany and its Subsidiaries as at July 1, 2000 and included in consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Preliminary ProspectusCompany and its Subsidiaries for the Fiscal Year ending on July 1, the Prospectus 2000. Such financial statements (including any related schedules and/or notes) are true and the Time of Sale Prospectus, present fairly correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with GAAP consistently followed throughout the financial periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and each of the subsidiaries (its Subsidiaries as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement)thereof, and the statements of operations, parent net investment operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the oil operations of the Company and natural gas properties to be transferred to the Company, its Subsidiaries for the periods specified; such indicated. There has been no material change in the business, condition or operations (financial or otherwise) of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”and other correspondence delivered to Prudential) applied on a consistent basis throughout the periods involved except to the extent disclosed in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statementsince July 1, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectus1999.

Financial Statements. The SJNB has previously delivered to Saratoga copies of (a) the consolidated statements of financial condition of SJNB and its Subsidiaries, as of December 31, for the fiscal years 1997 and 1998, and the related consolidated statements of income, shareholders' equity and cash flows for the fiscal years 1996 through 1998, inclusive, as reported in SJNB's Annual Reports on Form 10-K for the relevant fiscal years filed with the SEC under the Exchange Act, in each case accompanied by the report of KPMG LLP, independent auditors with respect to SJNB (the consolidated financial statements of SJNB and its Subsidiaries referred to in this sentence being hereinafter sometimes referred to as the "SJNB Consolidated Financial Statements"). Each of the financial statements referred to in this Section 3.2(d) (iincluding the related notes, where applicable) fairly present, and the Company consolidated financial statements referred to in Section 5.14 hereof will fairly present (subject in the cases of the unaudited statements, to normal recurring and (ii) the oil and natural gas properties year-end audit adjustments, none of which are expected to be transferred material in nature or amount), the results of the consolidated operations and changes in shareholders' equity and consolidated financial condition of SJNB and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth. Each of such statements (including the related notes, where applicable) complies, and the financial statements referred to the Company pursuant to the Contribution Agreementin Section 5.14 hereof will comply, filed in all material respects, with applicable accounting requirements and with the Commission as a part published rules and regulations of the Registration StatementSEC with respect thereto and each of such statements (including the related notes, where applicable) has been, and included the financial statements referred to in Section 5.14 will be, prepared, in all material respects, in accordance with GAAP consistently applied during the periods involved, except in each case as indicated in such statements or in the Preliminary Prospectusnotes thereto or, in the Prospectus case of the unaudited statements (subject to normal recurring and the Time year-end audit adjustments), as permitted by Form 10-Q. The books and records of Sale ProspectusSJNB and its Subsidiaries have been, present fairly and are being, maintained where required in all material respects the financial condition of the Company in accordance with GAAP and each of the subsidiaries (as any other applicable legal and accounting requirements and, where such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” books and togetherrecords purport to reflect any transactions, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement), and the statements of operations, parent net investment and cash flows of the oil and natural gas properties to be transferred to the Company, for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved except to the extent disclosed in the notes thereto. There transactions so reflected are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet actual transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectus.

Financial Statements. The financial Subject Company has previously made available to Parent copies of (a) the consolidated balance sheets of Subject Company and its Subsidiaries, as of December 31, for the fiscal years 1993 and 1994, and the related consolidated statements of (i) operations, shareholders' equity and cash flows for the Company and (ii) fiscal years 1992 through 1994, inclusive, as reported in Subject Company's Annual Report on Form 10-K for the oil and natural gas properties to be transferred to the Company pursuant to the Contribution Agreementfiscal year ended December 31, 1994 filed with the Commission SEC under the Securities Exchange Act of 1934, as a part amended (the "Exchange Act"), in each case accompanied by the audit report of Ernst & Young LLP, independent auditors with respect to Subject Company, (b) the unaudited consolidated balance sheet of Subject Company and its Subsidiaries as of June 30, 1994 and June 30, 1995 and the related unaudited consolidated statements of operations, shareholders' equity and cash flows for the periods then ended as reported in Subject Company's Quarterly Report on Form 10-Q for the period ended June 30, 1995 filed with the SEC under the Exchange Act and (c) the unaudited consolidated balance sheet of Subject Company and its Subsidiaries as of September 30, 1995 and the related unaudited consolidated statements of operations, shareholders' equity and cash flows for the period then ended. The December 31, 1994 consolidated balance sheet of Subject Company (including the related notes, where applicable) fairly presents the consolidated financial position of Subject Company and its Subsidiaries as of the Registration Statementdate thereof, and included the other financial statements referred to in this Section 3.6 (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.13 hereof will fairly present (subject, in the Preliminary Prospectuscase of the unaudited statements, to recurring audit adjustments normal in nature and amount), the Prospectus results of the consolidated operations and changes in stockholders' equity and consolidated financial position of Subject Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth. Each of such statements (including the related notes, where applicable) complies, and the Time of Sale Prospectusfinancial statements referred to in Section 6.13 hereof will comply, present fairly in all material respects with applicable accounting requirements and with the financial condition published rules and regulations of the Company SEC with respect thereto and each of such statements (including the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commissionrelated notes, where applicable) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement)has been, and the statements of operations, parent net investment and cash flows of the oil and natural gas properties to be transferred to the Company, for the periods specified; such financial statements have been referred to in Section 6.13 will be, prepared in conformity accordance with generally accepted accounting principles in the United States of America (“"GAAP”") consistently applied on a consistent basis throughout during the periods involved involved, except to the extent disclosed in each case as indicated in such statements or in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included thereto or, in the Registration Statementcase of unaudited statements, the Preliminary Prospectusas permitted by Form 10-Q. The books and records of Subject Company and its Subsidiaries have been, the Prospectus or the Time of Sale Prospectus that and are not included as required. All non-being, maintained in all material respects in accordance with GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement any other applicable legal and included in the Preliminary Prospectus, the Prospectus accounting requirements and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet reflect only actual transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectus.

Financial Statements. The financial SFS has previously made available to HBE copies of (a) the consolidated statements of financial condition of SFS and the SFS Subsidiaries as of December 31, 1996 and 1997, and the related consolidated statements of income, shareholders' equity and cash flows for the fiscal years ended December 31, 1995, 1996 and 1997, inclusive, as reported in SFS's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (ithe "SFS Form 10-K") the Company and (ii) the oil and natural gas properties to be transferred to the Company pursuant to the Contribution Agreement, filed with the Commission SEC under the Exchange Act, in each case accompanied by the audit report of Ernst & Young LLP, independent public accountants with respect to SFS, and (b) the unaudited consolidated statements of financial condition of SFS and the SFS Subsidiaries as a part of March 31, 1998, and the related unaudited consolidated statements of income, shareholders' equity and cash flows for the three-month period then ended as reported in SFS's Quarterly Report on Form 10-Q for the period ended March 31, 1998 filed with the SEC under the Exchange Act (the "SFS First Quarter 10-Q"). The December 31, 1997 consolidated statements of financial condition of SFS (including the related notes, where applicable) fairly present the consolidated financial position of SFS and the SFS Subsidiaries as of the Registration Statementdates thereof, and the other financial statements referred to in this Section 4.6 or included in the Preliminary ProspectusSFS Reports (including the related notes, where applicable) fairly present the Prospectus results of the consolidated operations and shareholders' equity and consolidated financial position of SFS and the Time SFS Subsidiaries for the respective fiscal periods or as of Sale Prospectusthe respective dates therein set forth, present fairly subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount; each of such statements (including the related notes, where applicable) comply in all material respects with applicable accounting requirements and with the financial condition published rules and regulations of the Company SEC with respect thereto; and each of such statements (including the subsidiaries (as such term is defined related notes, where applicable) has been prepared in Rule 1-02 of Regulation S-X of all material respects in accordance with GAAP consistently applied during the Commission) of the Company (eachperiods involved, a “Subsidiary,” and togetherexcept, the “Subsidiaries”), if anyin each case, as of and at indicated in such statements or in the dates indicated (notes thereto or, in the case of clause (ii)unaudited statements, after giving effect to consummation of the Contribution Agreement), and the statements of operations, parent net investment and cash flows of the oil and natural gas properties to be transferred to the Company, for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved except to the extent disclosed in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All nonpermitted by Form 10-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectus.Q.

Financial Statements. The financial statements Bank of America has previously made available to FleetBoston copies of (i) the Company consolidated balance sheet of Bank of America and its Subsidiaries as of December 31, 2000, 2001 and 2002, and the related consolidated statements of income, changes in shareholders' equity and cash flows for the years then ended as reported in Bank of America's Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (the "Bank of America 2002 10-K") filed with the SEC under the Exchange Act, accompanied by the audit report of PricewaterhouseCoopers LLP, independent public accountants with respect to Bank of America, and (ii) the oil unaudited consolidated balance sheet of Bank of America and natural gas properties to be transferred to its Subsidiaries as of June 30, 2002 and 2003, and the Company pursuant to the Contribution Agreementrelated consolidated statements of income, filed with the Commission as a part changes in shareholders' equity and cash flows of the Registration Statementsix month periods then ended, and included as reported in Bank of America's Quarterly Report on Form 10-Q for the Preliminary Prospectusquarterly period ended June 30, 2003 (the Prospectus and "Bank of America 10-Q"). The December 31, 2002 consolidatex xxxxxxx xxxxx xx Xxxx xx Xxxxxxa (including the Time of Sale Prospectusrelated notes, present where applicable) fairly presents in all material respects the consolidated financial condition position of Bank of America and its Subsidiaries as of the Company date thereof, and each the other financial statements referred to in this Section 4.6 (including the related notes, where applicable) fairly present in all material respects the results of the subsidiaries (consolidated operations and changes in shareholders' equity and consolidated financial position of Bank of America and its Subsidiaries for the respective fiscal periods or as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (eachrespective dates therein set forth, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (subject to normal year-end audit adjustments in amounts consistent with past experience in the case of clause unaudited statements; each of such statements (ii)including the related notes, after giving effect to consummation where applicable) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the Contribution Agreement)SEC with respect thereto; and each of such statements (including the related notes, and the statements of operations, parent net investment and cash flows of the oil and natural gas properties to be transferred to the Company, for the periods specified; such financial statements have where applicable) has been prepared in conformity all material respects in accordance with generally accepted accounting principles in the United States of America (“GAAP”) GAAP consistently applied on a consistent basis throughout during the periods involved except to the extent disclosed involved, except, in each case, as indicated in such statements or in the notes thereto. There The books and records of Bank of America and its Subsidiaries have been, and are no financial statements (historical or pro forma) that are required to be included being, maintained in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-all material respects in accordance with GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement any other applicable legal and included in the Preliminary Prospectus, the Prospectus accounting requirements and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet reflect only actual transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectus.

Financial Statements. The financial Parent has previously made available to Subject Company copies of (a) the consolidated balance sheets of Parent and its Subsidiaries, as of December 31, for the fiscal years 1993 and 1994, and the related consolidated statements of (i) income, changes in stockholders' equity and cash flows for the Company and (ii) fiscal years 1992 through 1994, inclusive, as reported in Parent's Annual Report on Form 10-K for the oil and natural gas properties to be transferred to the Company pursuant to the Contribution Agreementfiscal year ended December 31, 1994 filed with the Commission SEC under the Exchange Act, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to Parent and (b) the unaudited consolidated balance sheet of Parent and its Subsidiaries as a part of September 30, 1994 and September 30, 1995 and the related unaudited consolidated statements of income, cash flows and changes in stockholders' equity for the periods then ended, as reported in Parent's Quarterly Report on Form 10-Q for the period ended September 30, 1995 filed with the SEC under the Exchange Act. The December 31, 1994 consolidated balance sheet of Parent (including the related notes, where applicable) fairly presents the consolidated financial position of Parent and its Subsidiaries as of the Registration Statementdate thereof, and included the other financial statements referred to in this Section 4.6 (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.12 hereof will fairly present (subject, in the Preliminary Prospectuscase of the unaudited statements, to recurring audit adjustments normal in nature and amount), the Prospectus results of the consolidated operations and changes in stockholders' equity and consolidated financial position of Parent and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth. Each of such statements (including the related notes, where applicable) complies, and the Time of Sale Prospectusfinancial statements referred to in Section 6.12 hereof will comply, present fairly in all material respects with applicable accounting requirements and with the financial condition published rules and regulations of the Company SEC with respect thereto; and each of such statements (including the subsidiaries (related notes, where applicable) has been, and the financial statements referred to in Section 6.12 will be, prepared in accordance with GAAP consistently applied during the periods involved, except in each case as indicated in such term is defined statements or in Rule 1-02 of Regulation S-X of the Commission) of the Company (eachnotes thereto or, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii)unaudited statements, after giving effect to consummation as permitted by Form 10-Q. The books and records of the Contribution Agreement)Parent and its Subsidiaries have been, and the statements of operationsare being, parent net investment maintained in all material respects in accordance with GAAP and cash flows of the oil any other applicable legal and natural gas properties to be transferred to the Company, for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved except to the extent disclosed in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) requirements and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet reflect only actual transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectus.

Financial Statements. The financial statements Attached as Section 4.03(f) of the Constellation OP Disclosure Letter are copies of the following: (i) unaudited combined balance sheets, combined statements of operations and comprehensive income and combined statements of equity with respect to the Company Contributed Entities on an aggregate basis, as of and for the fiscal years ended December 31, 2016 and 2015 (the “Contributed Entity Annual Financial Statements”), (ii) the oil unaudited combined balance sheet as of June 30, 2017 and natural gas properties the related consolidated statements of operations and comprehensive income and consolidated statements of equity as of and for the six (6) months ended June 30, 2017 (the “Contributed Entity Second Quarter Financial Statements”), and (iii) any financial statements prepared and delivered for any other reporting period subsequent to be transferred to June 30, 2017, each of the Company pursuant to financial statements described in the Contribution Agreement, filed foregoing clauses (i)—(iii) unaudited and with any footnotes in draft format only (the “Contributed Entity Interim Financial Statements,” and collectively with the Commission as a part Contributed Entity Annual Financial Statements and Contributed Entity Second Quarter Financial Statements, the “Contributed Entity Financial Statements”). The Contributed Entity Financial Statements (1) have been prepared from, are in accordance with and accurately reflect the books and records of the Registration Statement, and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, present fairly Contributed Entities in all material respects the financial condition of the Company and each of the subsidiaries respects, (as such term is defined in Rule 1-02 of Regulation S-X of the Commission2) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement), and the statements of operations, parent net investment and cash flows of the oil and natural gas properties to be transferred to the Company, for the periods specified; such financial statements have been prepared in conformity accordance with generally accepted accounting principles in GAAP (except for the United States absence of America (“GAAP”footnotes) applied on a consistent basis throughout during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) in all material respects, and (3) fairly present in all material respects the consolidated financial position of the Contributed Entities as of the date of such statement in accordance with GAAP (except for the absence of footnotes) consistently applied during the periods involved (except in each case as may be noted therein, and subject to normal year-end audit adjustments). It is understood, however, that the Contributed Entities have not been operating historically as a separate “standalone” entity or reporting segment and, therefore, when the Contributed Entity Annual Financial Statements (including footnotes) are audited (the “Contributed Entity Audited Financial Statements”), and the Contributed Entity Audited Financial Statements, Contributed Entity Second Quarter Financial Statements (if applicable) and Contributed Entity Interim Financial Statements are filed in connection with the Form S-4, they will (A) with respect to the extent disclosed Contributed Entity Audited Financial Statements, (i) contain an unqualified report from the Contributed Entities’ independent registered public accountant(s) and (ii) conform to the Contributed Entity Annual Financial Statements in all material respects except for any material audit-related adjustments and corresponding adjustments to footnotes; (B) with respect to the Contributed Entity Second Quarter Financial Statements (if applicable) and Contributed Entity Interim Financial Statements, conform to the Contributed Entity Audited Financial Statements (except that such Contributed Entity Second Quarter Financial Statements (if applicable) and Contributed Entity Interim Financial Statements will not include year-end adjustments and footnote disclosures); (C) comply as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto; (D) be prepared from, and be in accordance with and accurately reflect the books and records of the Contributed Entities; (E) be prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto. There are no ) in all material respects and (F) fairly present in all material respects the consolidated financial position of each Contributed Entity as of the date of such statement, and each of the statements of income and changes in stockholders’ equity and cash flows or equivalent statements (historical or pro formaincluding any related notes and schedules thereto) that are required to be included fairly present in the Registration Statementall material respects, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, consolidated results of operations, liquiditychanges in stockholders’ equity and changes in cash flows, capital expendituresas the case may be, capital resources or significant components of revenues or expenses. To each Contributed Entity for the knowledge of periods to which those statements relate, in each case in accordance with GAAP consistently applied during the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated periods involved (except in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission each case as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectusmay be noted therein).

Financial Statements. The financial statements (a) MPC has delivered or made available (for purposes of this section, filings that are publicly available prior to the date hereof on the XXXXX system of the Commission under the name of MPC are deemed to have been made available) to DPW: (i) a true and complete copy of MPC’s unaudited consolidated balance sheet as of December 31, 2016 and the Company related unaudited consolidated statements of operations, changes in MPC’s stockholder’s deficit and cash flows for the six month periods then ended and (ii) a true and complete copy of MPC’s audited balance sheet(the “MPC Balance Sheet”) as of June 30, 2016 (the oil “Balance Sheet Date”) and natural gas properties to be transferred to June 30, 2015 and the Company pursuant to related audited statements of operations, changes in MPC Stockholder’s deficit and cash flows for each of the Contribution Agreementyears ended June 30, filed 2016, and June 30, 2015 prepared in accordance with GAAP, together with the Commission report of Xxxxxxxxx Xxxx Xxxxx Xxxxxx & Company, MPC’s independent registered public accounting firm (the “MPC Firm”), which has served as a part MPC’s auditors since the audit of its 2015 financial statements (such statements, including the related notes and schedules thereto, are referred to herein as the “MPC Financial Statements”). The MPC Financial Statements have been prepared from, are in accordance with, and accurately reflect, the books and records of MPC, comply in all material respects with applicable accounting requirements in the case of the Registration Statement, and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, MPC Financial Statements; fairly present fairly in all material respects the financial condition position and the results of the Company operations and each of the subsidiaries cash flows (as such term is defined and changes in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”)financial position, if any, ) of MPC as of the times and at for the dates indicated periods referred to therein (subject, in the case of clause (ii)unaudited statements, after giving effect to consummation of normally recurring year-end adjustments that are not material either individually or in the Contribution Agreement), aggregate and the statements absence of operations, parent net investment and cash flows of the oil and natural gas properties to be transferred to the Company, for the periods specified; such financial statements footnotes). The MPC Financial Statements have been prepared in conformity accordance with generally accepted accounting principles in the United States of America (“GAAP”) GAAP applied on a consistent basis throughout during the periods involved (except to the extent disclosed as set forth in the notes thereto). There The MPC Financial Statements are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G of form appropriate for filing with the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectus.

Financial Statements. The consolidated financial statements of (i) the Company and (ii) the oil and natural gas properties to be transferred to the Company pursuant to the Contribution Agreement, filed with the Commission as a part of the Registration Statement, and included in the Preliminary Prospectus, the Prospectus Company SEC Filings have been prepared in accordance with United States generally accepted accounting principles consistently applied and consistent with prior periods ("GAAP") and the Time published rules and regulations of Sale Prospectusthe SEC applicable thereto, except, in the case of unaudited interim consolidated financial statements, as permitted by Form 10-Q adopted under the Exchange Act. The consolidated balance sheets of the Company included in the Company SEC Filings fairly present fairly in all material respects the financial condition position of the Company and each its Subsidiaries as of their respective dates, and the subsidiaries (as such term is defined related consolidated statements of operations, stockholders' equity and cash flows included in Rule 1-02 the Company SEC Filings fairly present the results of Regulation S-X of the Commission) operations of the Company (eachand its Subsidiaries for the respective periods then ended, a “Subsidiary,” and togethersubject, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause unaudited interim financial statements, to year-end adjustments (ii), after giving effect to consummation which consist of the Contribution Agreement), normal recurring accruals) and the statements absence of operationscertain footnote disclosures. Except for (A) liabilities or obligations that are accrued or reserved against in the Company's balance sheet as of June 30, parent net investment and cash flows of 2001 (the oil and natural gas properties "Balance Sheet Date") included in its Quarterly Report on Form 10-Q for the three months then ended, (B) contingent liabilities to be transferred the extent identified in the notes to the Company's financial statements contained in the Annual Report (as qualified by any subsequent inclusion of a liability, reserve or expense in the balance sheet as of June 30, 2001 included in its Quarterly Report on Form 10-Q for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles three months then ended), (C) liabilities and obligations incurred subsequent to the Balance Sheet Date in the United States ordinary course of America business and consistent with past practice and (“GAAP”D) applied on a consistent basis throughout the periods involved except to the extent disclosed obligations otherwise incurred in the notes thereto. There ordinary course of business and consistent with past practice which are no financial statements (historical or pro forma) that are not required to be included disclosed in the Registration Statementaccordance with GAAP, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G none of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time Company or any of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to its Subsidiaries has any off-balance sheet transactions, arrangements, material liabilities or obligations (including contingent obligations) whether fixed, absolute, accrued, contingent, secured or other relationships with unconsolidated entities unsecured, known or other persons that may have a material current unknown or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectusotherwise).

Financial Statements. The There has been furnished to the -------------------- Administrative Agent and each of the Banks (a) a consolidated balance sheet of the Borrower as at December 31, 1997, December 31, 1996 and December 31, 1995, and a consolidated statement of income and cash flow of the Borrower for the fiscal year then ended, certified by the Borrower's independent certified public accountants, and (b) unaudited consolidated balance sheets of the Borrower as at March 31, 1997, June 30, 1997, and September 30, 1997 and consolidated statements of income and of cash flow of the Borrower for the respective fiscal periods then ended and as set forth in the Borrower's Quarterly Reports on Form 10-Q for such fiscal quarters. With respect to the financial statements prepared in accordance with clause (a) above, such balance sheet and statement of (i) the Company and (ii) the oil and natural gas properties to be transferred to the Company pursuant to the Contribution Agreement, filed income have been prepared in accordance with the Commission as a part of the Registration StatementGAAP, and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, present fairly in all material respects the financial condition position of the Company Borrower and each its Subsidiaries as at the close of business on the respective dates thereof and the results of operations of the subsidiaries Borrower and its Subsidiaries for the fiscal periods then ended; or, in the case of the financial statements referred to in clause (as such term is defined b), have been prepared in accordance with Rule 110-02 01 of Regulation S-X of the Securities and Exchange Commission, and contain all adjustments necessary for a fair presentation of (i) the results of operations of the Company Borrower for the periods covered thereby, (each, a “Subsidiary,” and together, ii) the “Subsidiaries”), if any, as financial position of and the Borrower at the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement)date thereof, and (iii) the statements of operations, parent net investment and cash flows of the oil and natural gas properties Borrower for periods covered thereby (subject to be transferred to the Company, for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved except to the extent disclosed in the notes theretoyear-end adjustments). There are no financial statements contingent liabilities of the Borrower or its Subsidiaries as of such dates involving material amounts, known to the executive management of the Borrower that (historical or pro formax) that are required to be included should have been disclosed in the Registration Statement, the Preliminary Prospectus, the Prospectus said balance sheets or the Time of Sale Prospectus that are not included as required. All non-related notes thereto in accordance with GAAP financial measures (as defined in Regulation G and the rules and regulations of the Securities and Exchange Commission, and (y) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is were not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectusso disclosed.

Financial Statements. CIT has previously made available to Newcourt copies of (a) the consolidated balance sheets of CIT and the CIT Subsidiaries as of December 31 for the fiscal years 1997 and 1998 and the related consolidated statements of income, changes in shareholders' equity and cash flows for the fiscal years 1996 through 1998, inclusive, in each case accompanied by the audit report of KPMG LLP, independent public accountants with respect to CIT and (b) the unaudited consolidated balance sheets of CIT and the CIT Subsidiaries as of March 31, 1999 and June 30, 1999 and the related unaudited consolidated statements of income, changes in shareholders' equity and cash flows for the three month and six month periods then ended, respectively. The December 31, 1997 and 1998 consolidated balance sheets of CIT, including the related notes, fairly present the consolidated financial position of CIT and its Subsidiaries as of the dates thereof, and the other financial statements of referred to in this Section 5.6 (iincluding the related notes, where applicable) fairly present and the Company and (ii) the oil and natural gas properties financial statements to be transferred to the Company pursuant to the Contribution Agreement, filed with the Commission as a part SEC after the date hereof will fairly present (subject, in the case of unaudited interim statements, to recurring audit adjustments normal in nature and amount), the results of the Registration Statementconsolidated operations and changes in shareholders' equity and consolidated financial position of CIT and the CIT Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies, and included the financial statements to be filed with the SEC after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed with the SEC after the date hereof will be, prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP") consistently applied during the periods involved, except as indicated in the Preliminary Prospectusnotes thereto or, in the Prospectus case of unaudited interim statements, as permitted by Form 10-Q. Except (A) as reflected in such financial statements or in the notes thereto, (B) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby and (C) for liabilities or obligations incurred in the ordinary course of business, neither CIT nor any of the CIT Subsidiaries has any liabilities or obligations of any nature as of the date of this Agreement, which, individually or in the aggregate, have had a Material Adverse Effect on CIT as of the date of this Agreement. The books and records of CIT and the Time of Sale ProspectusSignificant CIT Subsidiaries have been, present fairly and are being, maintained in all material respects the financial condition of the Company in accordance with U.S. GAAP and each of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” any other applicable legal and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement), and the statements of operations, parent net investment and cash flows of the oil and natural gas properties to be transferred to the Company, for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved except to the extent disclosed in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectusrequirements.

Financial Statements. (A) The financial pro forma historical balance sheet (as updated by the pro forma --- ----- --- ----- historical balance sheet prepared with respect to Energizer and its Subsidiaries as of February 29, 2000 (the "Supplemental Financial Statement")), income statements and statements of cash flow of Energizer and its Subsidiaries contained in the Form 10 and the projections and assumptions contained in the Borrower's Confidential Information Memorandum dated February, 2000 (ithe "Bank Book") the Company and (ii) the oil and natural gas properties under Appendix A thereof, copies of which are attached hereto as Schedule ---------- -------- 6.7 to be transferred to the Company pursuant to the Contribution this Agreement, filed with the Commission as present on a part of the Registration Statement, and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, present fairly in all material respects pro forma basis the financial condition of --- --- ----- Energizer and such Subsidiaries as of such date, and reflect on a pro forma --- ----- basis those liabilities reflected in the Company notes thereto and each resulting from consummation of the subsidiaries (as such term is defined in Rule 1Transactions and the other transactions contemplated by this Agreement, and the payment or accrual of all transaction costs payable on the Initial Funding Date and the Spin-02 of Regulation S-X Off Date with respect to any of the Commission) of the Company (each, a “Subsidiary,” foregoing and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii)demonstrate that, after giving effect to consummation such transactions, Energizer and its Subsidiaries can repay their debts and satisfy their other obligations as and when due, and can comply with the requirements of this Agreement. The projections and assumptions contained in the Bank Book were prepared in good faith and represent management's opinion based on the information available to the Borrower at the time so furnished and, since the preparation thereof and of the Contribution Agreementpro forma historical financial statements contained in the Form 10 (as --- ----- updated by the Supplemental Financial Statement) there has occurred no material adverse change in the business, financial condition, operations, or prospects of Energizer or any of its Subsidiaries, or Energizer and its Subsidiaries taken as a whole (it being understood that so long as the representation and warranty contained in Section 6.24 is true and correct at each time Energizer is required ------------ to make such representation and warranty pursuant to the introduction to this Article VI, changes from the "Net transactions with RPCO" line item on the pro ----------- --- forma statement of cash flow will not constitute a material adverse change). ----- (B) Complete and accurate copies of the audited financial statements and the audit report related thereto prepared with respect to Energizer and its Subsidiaries as of September 30, 1999 and unaudited financial statements of prepared with respect to Energizer and its Subsidiaries as of December 31, 1999 have been delivered to the Administrative Agent. (C) Since the financial statements prepared as of December 31, 1999, the historical pro forma financial statements contained in the Form 10 (as updated --- ----- by the Supplemental Financial Statement), and the statements of operations, parent net investment projections and cash flows assumptions included as Appendix A of the oil Bank Book, Energizer and natural gas properties its Subsidiaries have conducted their respective operations (including, without limitation, any operations and transactions with Xxxxxxx, any holder or holders of any of the Equity Interests of Energizer, or with any Affiliate of Energizer which is not its Subsidiary) according to be transferred their ordinary and usual course of business and consistent with past practice, as reflected in such financial statements, Form 10 (as updated by the Supplemental Financial Statement) and the Bank Book, as applicable, in all material respects (it being understood that so long as the representation and warranty contained in Section 6.24 is true and correct at ------------ each time Energizer is required to make such representation and warranty pursuant to the Companyintroduction to this Article VI, for changes from the periods specified; such financial statements have been prepared in conformity "Net ----------- transactions with generally accepted accounting principles in RPCO" line item on the United States pro forma statement of America (“GAAP”) applied on a consistent basis throughout the periods involved except to the extent disclosed in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are cash flow will --- ----- not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have constitute a material current or future effect on the Company’s financial condition, changes in financial condition, results of deviation from past operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectus).

Financial Statements. The financial statements of (i) the Company and (ii) the oil and natural gas properties to be transferred to the Company pursuant to the Contribution AgreementCompany, filed together with the Commission as a part of related notes, set forth or incorporated by reference in the Registration Statement, and included in the Preliminary Prospectus, Prospectus Supplement and the Prospectus and the Time of Sale Prospectus, present fairly Supplement comply in all material respects with the requirements of the Securities Act and the Exchange Act and fairly present the financial condition of the Company and each of the its consolidated subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement), and the statements results of operations, parent net investment operations and changes in cash flows of the oil and natural gas properties to be transferred to the Company, for the periods specified; such financial statements have been prepared therein specified in conformity with generally accepted accounting principles in the United States of America (“GAAP”) consistently applied on a consistent basis throughout the periods involved except to involved; the extent disclosed supporting schedules included in the notes thereto. There are no financial statements (historical or pro forma) that are Registration Statement present fairly the information required to be stated therein; all non-GAAP financial information included in the Registration Statement, the Preliminary Prospectus, Prospectus Supplement and the Prospectus or Supplement complies with the Time requirements of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of under the Commission. Except Act; and, except as disclosed in the Preliminary ProspectusRegistration Statement, the Prospectus and the Time of Sale ProspectusProspectus Supplement, the Company is not party to any there are no material off-balance sheet transactionsarrangements (as defined in Regulation S-K under the Act, arrangements, obligations (including contingent obligationsItem 303(a)(4)(ii)) or any other relationships with unconsolidated entities or other persons persons, that may have a material current or effect or, to the Company’s knowledge, material future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues revenue or expenses. No other financial statements or schedules are required to be included in the Registration Statement, the Prospectus or the Prospectus Supplement. To the knowledge of the Company’s knowledge, no person who Xxxxxxxx LLP, which has been suspended or barred from being associated expressed its opinion with a registered public accounting firm, or who has failed respect to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data and schedules filed with the Commission as a part of the Registration Statement and included in the Preliminary ProspectusRegistration Statement, the Preliminary Prospectus Supplement and Time the Prospectus Supplement is (x) an independent public accounting firm within the meaning of Sale Prospectusthe Act and the Rules and Regulations, (y) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) and (z) not in violation of the auditor independence requirements of the Xxxxxxxx-Xxxxx Act.

Financial Statements. The Section 6.4(a) of the Disclosure Letter includes financial statements of the USS/Kobe Bar Business, USX Holdings and Kobe Holdings (collectively, the "USS/Kobe Financial Statements"). The USS/Kobe Financial Statements fairly present (i) the Company assets and liabilities, financial condition and the results of operations, changes in stockholders' equity or partners' interest and cash flow of USS/Kobe, USX Holdings and Kobe Holdings, as applicable, as at the respective dates of and for the periods referred to in such USS/Kobe Financial Statements, and (ii) the oil assets and natural gas properties to be transferred liabilities, financial condition and the results of operations, changes in stockholders' equity or partners' interest and cash flow of USS/Kobe, USX Holdings and Kobe Holdings, as applicable, (A) as at March 31, 1999 and (B) as at December 31, 1998 and for the twelve month period then ended, in the case of USS/Kobe in each case giving effect to the Company pursuant Tubular Spinoff as of January 1, 1998. The USS/Kobe Financial Statements have been prepared in accordance with generally accepted accounting principles, consistently applied, subject in the case of the unaudited statements to the Contribution Agreementabsence of footnote disclosure and other presentation items, filed with to changes resulting from normal period-end adjustments for recurring accruals which are not in the Commission as a part of the Registration Statementaggregate material, and included to the fact that indebtedness of USS/Kobe has been allocated on a "straight allocation" basis between the USS/Kobe Bar Business and the USS/Kobe Tubular Business without regard as to whether such allocation is in accordance with generally accepted accounting principles. Subject to the limitations provided in the Preliminary Prospectusimmediately preceding sentence, the Prospectus USS/Kobe Financial Statements have been prepared from the books and the Time records of Sale ProspectusUSS/Kobe, present USX Holdings and Kobe Holdings, as applicable, which accurately and fairly reflect in all material respects the financial condition transactions of, acquisitions and dispositions of the Company assets by, and each incurrence of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (eachliabilities by USS/Kobe, a “Subsidiary,” USX Holdings and together, the “Subsidiaries”), if anyKobe Holdings, as of and at the dates indicated (in the case of clause (ii), after applicable. After giving effect to consummation the Tubular Spinoff, none of the Contribution Agreement)USS/Kobe, USX Holdings or Kobe Holdings will have liabilities or obligations of any nature (whether known or unknown and the statements of operationswhether absolute, parent net investment and cash flows of the oil and natural gas properties to accrued, contingent or otherwise) which would be transferred to the Company, for the periods specified; such financial statements have been prepared in conformity with required under generally accepted accounting principles to be reflected on a balance sheet, except for (a) liabilities or obligations reflected or reserved against in the United States December 31, 1998 balance sheet of America the USS/Kobe Bar Business (“GAAP”) applied on a consistent basis throughout the periods involved except giving effect to the extent disclosed in the notes thereto. There are no financial statements (historical or pro formaTubular Spinoff) that are required to be included in the Registration StatementUSS/Kobe Financial Statements, (b) liabilities incurred by USS/Kobe in the Preliminary ProspectusOrdinary Course of Business since December 31, 1998 which in the Prospectus or the Time of Sale Prospectus that are aggregate do not included as required. All non-GAAP financial measures have a USS/Kobe Material Adverse Effect and (as defined c) matters disclosed in Regulation G Section 6.4 of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale ProspectusDisclosure Letter.

Financial Statements. The Schedule 5.7 consists of the following financial statements of (collectively the “Financial Statements”): (i) the Company combined audited balance sheets of the Companies as of December 31, 2015, and related statements of income for the 12-month periods then ended (the “2015 Audited Financial Statements”); (ii) the oil and natural gas properties to be transferred to the Company pursuant to the Contribution Agreement, filed with the Commission as a part consolidated audited balance sheets of the Registration StatementCompanies as of December 31, 2014, and included related statements of income for the 12-month periods then ended (the “2014 Financial Statements”); and (iii) the combined balance sheet of the Companies as of June 30, 2016 (the “Balance Sheet Date”) and related statement of income for the 6-month period then ended. The Financial Statements, including the notes thereto: (a) are correct and complete in the Preliminary Prospectusall material respects; (b) are consistent with, and have been prepared from, the Prospectus books and records of the Time of Sale Prospectus, Companies in accordance with GAAP applied on a consistent basis throughout the period involved; and (c) fairly present fairly in all material respects the financial condition and results of operations of the Company and each of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, Companies as of each date and at for the dates indicated (respective periods covered by the Financial Statements, and, with respect to the 2014 Financial Statements only, determined in the case of clause (ii), after giving effect a manner consistent with each Company’s past practices. With respect to consummation of the Contribution Agreement), and the statements of operations, parent net investment and cash flows of the oil and natural gas properties to be transferred to the Company, for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved except to the extent disclosed in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures income contained in the Registration Statement and included Financial Statements, such statements of income do not contain any extraordinary or non-recurring income or any other income not earned in the Preliminary ProspectusOrdinary Course of Business, the Prospectus except as set forth therein. The Companies’ books of account accurately reflect all items of income and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K expense (including accruals) and all of the CommissionCompanies’ assets and liabilities in a manner sufficient to permit the preparation of the 2015 Audited Financial Statements, and, with respect to the 2014 Financial Statements, in a manner consistent with the Companies’ past practices. Except as disclosed No Company has received any prepayments or deposits from customers for products shipped, or services to be performed, in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect except as set forth on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources Financial Statements or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectuson Schedule 5.7.

Financial Statements. The financial statements True and complete copies of (i) the Company audited consolidated balance sheets and the related consolidated statements of income and expenses, stockholders’ equity, and cash flows of the Business for each of the two fiscal years ended as of December 31, 2011 and December 31, 2010, together with all related notes and schedules thereto, accompanied by the reports thereon of Transferor’s accountants (the “Transferor Audited Financial Statements”) and (ii) the oil and natural gas properties to be transferred to the Company pursuant to the Contribution Agreement, filed with the Commission as a part of the Registration Statement, and included in the Preliminary Prospectus, the Prospectus unaudited consolidated balance sheets and the Time of Sale Prospectus, present fairly in all material respects the financial condition of the Company and each of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement), and the related consolidated statements of operationsincome and expenses, parent net investment stockholders’ equity, and cash flows of the oil Business for the quarterly period ended March 31, 2012 and natural gas properties March 31, 2011 and, for each of 2012 and 2011, the year-to-date period ended on the last day of the full calendar month immediately preceding the Closing together with all related notes and schedules thereto accompanied by the reports thereon of Transferor’s accountants (the “Transferor Interim Financial Statements” and, together with the Transferor Audited Financial Statements, the “Transferor Financial Statements”) have been delivered or will be delivered by Transferor to be transferred to SFX. The Transferor Financial Statements (A) were prepared in accordance with the Companybooks of account and other financial records of Transferor, (B) present fairly the consolidated financial condition and results of operations of Transferor as of the dates thereof or for the periods specified; such financial statements covered thereby, (C) have been prepared in conformity accordance with generally accepted accounting principles in the United States of America (“GAAP”) GAAP applied on a basis consistent basis throughout with the periods involved except to the extent disclosed in the notes thereto. There are no financial statements past practices of Transferor and (historical or pro formaD) include all adjustments (consisting only of normal recurring accruals) that are required to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G necessary for a fair presentation of the Commission) and ratios derived using non-GAAP consolidated financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus condition of Transferor and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K results of the Commission. Except operations of Transferor as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended dates thereof or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by for the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectusperiods covered thereby.

Financial Statements. The CPI has made available to Purchaser the unaudited financial statements of PGV, including a balance sheet as of December 31, 2003, and an income statement and a statement of cash flows for the 12 months ending December 31, 2003 (collectively, the "Unaudited Financial Statements"). The foregoing balance sheet is referred to herein as the "Balance Sheet". The Unaudited Financial Statements were prepared in accordance with GAAP consistently applied (except that the Unaudited Financial Statements do not include footnotes required by GAAP) and fairly present, in all material respects, the financial position and results of operations of PGV as of the date thereof and for the periods covered thereby. Seller has made available to Purchaser an unaudited balance sheet and income statement for the combination of CE PUNA I and CE PUNA II as of December 31, 2003 and such balance sheet and income statement were prepared in accordance with GAAP (except that such statements do not include footnotes required by GAAP and such statements do not reflect income taxes which were reported on the financial statements of Seller) and fairly present, in all material respects, the financial position and results of operations of the combination of CE PUNA I and CE PUNA II as of the date thereof and for the periods covered thereby. From January 1, 2004 to the Effective Date, none of the Companies have distributed any cash to Seller or any Affiliate of Seller other than as payment for goods and services rendered in the ordinary course of business or to satisfy the Intercompany Arrangements as provided herein. Either (i) the Company books and records in the possession of the Companies or Purchaser upon Closing will include the backup accounting and financial information reasonably necessary for an experienced certified public accountant to prepare audited financial statements for each of the Companies for the 2001, 2002 and 2003 calendar years and that portion of the 2004 calendar year prior to Closing or (ii) the oil Seller will provide the Purchaser with such backup accounting and natural gas properties financial information and records reasonably necessary for an experienced certified public accountant to be transferred to the Company pursuant to the Contribution Agreement, filed with the Commission as a part of the Registration Statement, and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, present fairly in all material respects the prepare audited financial condition of the Company and statements for each of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X Companies for the 2001, 2002 and 2003 calendar years and that portion of the Commission) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii), after giving effect 2004 calendar year prior to consummation of the Contribution Agreement), and the statements of operations, parent net investment and cash flows of the oil and natural gas properties to be transferred to the Company, for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved except to the extent disclosed in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale ProspectusClosing.

Financial Statements. The financial statements Company has previously made available to Parent copies of (i) the Company and (ii) the oil and natural gas properties to be transferred to the Company pursuant to the Contribution Agreement, filed with the Commission as a part statements of the Registration Statement, and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, present fairly in all material respects the financial condition of the Company and each its Subsidiaries as of September 30, 2002 and 2003, and the related consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows for the fiscal years 2001 through 2003, inclusive, as included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2003 filed with the SEC under the Exchange Act, accompanied by the audit report of KPMG LLP, independent public accountants with respect to the Company, and (ii) the unaudited statement of financial condition of the subsidiaries (Company and its Subsidiaries as such term is defined of June 30, 2004 and the related unaudited consolidated statements of operations and cash flows for the three- and nine-month periods then ended as included in Rule 1the Company’s Quarterly Report on Form 10-02 Q for the period ended June 30, 2004 filed with the SEC under the Exchange Act. The September 30, 2003 consolidated statement of Regulation S-X of the Commission) condition of the Company (eachincluding the related notes, a “Subsidiary,” where applicable) fairly presents the consolidated financial position of the Company and together, the “Subsidiaries”), if any, its Subsidiaries as of the date thereof, and at the dates indicated other financial statements referred to in this Section 5.01(f) (including the related notes, where applicable) fairly present, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will fairly present (subject, in the case of clause (iithe unaudited statements, to recurring audit adjustments normal in nature and amount), after giving effect to consummation the results of the Contribution Agreement)consolidated operations and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by the Company with the SEC after the date of operationsthis Agreement will comply, parent net investment with applicable accounting requirements and cash flows with the published rules and regulations of the oil SEC with respect thereto; and natural gas properties each of such statements (including the related notes, where applicable) has been, and the financial statements to be transferred to filed by the CompanyCompany with the SEC after the date of this Agreement will be, for prepared in accordance with GAAP consistently applied during the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved involved, except to the extent disclosed as indicated in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included thereto or, in the Registration Statementcase of unaudited statements, the Preliminary Prospectus, the Prospectus as permitted by Form 10-Q. KPMG LLP has not resigned or the Time of Sale Prospectus that are not included been dismissed as required. All non-GAAP financial measures (as defined in Regulation G independent public accountants of the Commission) and ratios derived using non-GAAP financial measures contained Company as a result of or in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance connection with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, any disagreements with the Company is not party to any off-balance sheet transactionson a matter of accounting principles or practices, arrangements, obligations (including contingent obligations) financial statement disclosure or other relationships with unconsolidated entities auditing scope or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectusprocedure.

Financial Statements. (a) The financial statements of Company has delivered to the Buying Parties (i) the Company audited balance sheets of Partners as of December 31, 2006, December 31, 2007 and December 31, 2008 (the date of the most recent such balance sheet being referred to herein as the “Balance Sheet Date”), and the related audited statements of income, change in member’s equity, and of cash flows of Partners for the three years ended December 31, 2008 (the foregoing audited financial statements, together with any additional audited financial statements of Partners provided after the date hereof pursuant hereto, including the notes thereto and all related compilations, reviews and other reports issued by its accountants with respect thereto, the “Audited Financial Statements”), and (ii) unaudited balance sheets of Partners as of January 31, 2009, and the oil related unaudited statements of income of Partners for the month ended January 31, 2009 (the foregoing unaudited financial statements, together with any additional unaudited financial statements of Partners provided after the date hereof pursuant hereto, including the notes thereto and natural gas properties to be transferred to all related compilations, reviews and other reports issued by its accountants with respect thereto, the Company pursuant to the Contribution Agreement“Most Recent Financial Statements”, filed and together with the Commission as a part of Audited Financial Statements, the Registration Statement“Financial Statements”). The Financial Statements have been prepared in accordance with GAAP consistently applied, and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, fairly present fairly in all material respects the financial condition of the Company and each Partners as of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement), thereof and the statements results of operations, parent net investment and cash flows of the oil and natural gas properties to be transferred to the Company, their operations for the periods specifiedcovered thereby; such provided, however, that the interim Most Recent Financial Statements are subject to normal recurring year-end adjustments, which in the aggregate are not material, and lack footnotes and other presentation items. No financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved except to the extent disclosed in the notes thereto. There are no financial statements (historical or pro forma) that any Person other than Partners are required by GAAP to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the consolidated financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale ProspectusPartners.

Financial Statements. (a) Included in the Schedules are the audited balance sheets of Prelude as of December 31, 2002 and 2001, and the related statement of operations, stockholder's equity (deficit), and cash flows for the fiscal year ended December 31, 2002, and 2001, including the notes thereto, and the accompanying report of AXXXXXX HXXXXX; independent certified public accountants. At or prior to the Closing Date, Prelude shall deliver the un-audited balance sheet of Prelude as of June 30, 2003, and the related statements of operations, stockholders' equity (deficit), and cash flows for the six months ended June 30, 2003, together with the notes thereto and representations by the principal accounting and financial officer of Prelude to the effect that such financial statements contain all adjustments (all of which are normal recurring adjustments) necessary to present fairly the results of operations and financial position for the periods and as of the dates indicated and such financial statements shall not reflect any material changes since the December 31, 2002, financial statements. All documents referred to herein are available as public disclosure document pursuant to the Periodic Filing Requirements and as listed on the EXXXX system of the SEC. (b) The financial statements of (i) the Company and (ii) the oil and natural gas properties to be transferred to the Company Prelude delivered pursuant to the Contribution Agreement, filed with the Commission as a part of the Registration Statement, and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, present fairly in all material respects the financial condition of the Company and each of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the CommissionSection 2.04(a) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement), and the statements of operations, parent net investment and cash flows of the oil and natural gas properties to be transferred to the Company, for the periods specified; such financial statements have been prepared in conformity accordance with generally accepted accounting principles in the United States of America (“GAAP”) consistently applied on a consistent basis throughout the periods involved as explained in the notes to such financial statements. The Prelude financial statements present fairly, in all material respects, as of their respective dates, the financial position of Prelude. Prelude did not have, as of the date of any such financial statements, except as and to the extent reflected or reserved against therein, any liabilities or obligations (absolute or contingent) which should be reflected therein in accordance with generally accepted accounting principles, and all assets reflected therein presently fairly the assets of Prelude in accordance with generally accepted accounting principles (c) Prelude has filed or will file as the Closing Date all tax returns required to be filed by it from inception to the Closing Date. All such returns and reports are accurate and correct in all material respect. Prelude has no material liabilities with respect to the payment of any federal, state, county, local, or other taxes (including any deficiencies, interest, or penalties) accrued for or applicable to the period ended on the date of the most recent balance sheet of Prelude, except to the extent disclosed reflected on such balance sheet and all such dates and years and periods prior thereto and for which Prelude may at said date have been liable in its own right or as transferee of the notes theretoassets of, or as successor to, any other corporation or entity, except for taxes accrued but not yet due and payable, and to the best knowledge of Prelude, no deficiency assessment or proposed adjustment of any such tax return is pending, proposed or contemplated. To the best knowledge of Prelude, none of such income tax returns has been examined or is currently being examined by the Internal Revenue Service and no deficiency assessment or proposed adjustment of any such return is pending, proposed or contemplated. Prelude has not made any election pursuant to the provisions of any applicable tax laws (other than elections that relate solely to methods of accounting, depreciation, or amortization) that would have a material adverse affect on Prelude, its financial condition, its business as presently conducted or proposed to be conducted, or any of its respective properties or material assets. There are no financial statements (historical outstanding agreements or pro forma) that are required to be included in waivers extending the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time statutory period of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party limitation applicable to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results tax return of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale ProspectusPrelude.

Financial Statements. The financial FCN has previously made available to BANC ONE copies of the consolidated balance sheets of FCN and its Subsidiaries as of December 31, for the fiscal years 1996 and 1997, and the related consolidated statements of (i) income, changes in stockholders' equity and cash flows for the Company and (ii) fiscal years 1995 through 1997, inclusive, as reported in FCN's Annual Report on Form 10-K for the oil and natural gas properties to be transferred to the Company pursuant to the Contribution Agreementfiscal year ended December 31, 1997 filed with the Commission SEC under the Securities Exchange Act of 1934, as a part amended (the "Exchange Act"), in each case accompanied by the audit report of Arthur Andersen LLP, independent public accountants with respect tx XXX. Xxx Xxxxmber 31, 1997 consolidated balance sheet of FCN (including the related notes, where applicable) fairly presents the consolidated financial position of FCN and its Subsidiaries as of the Registration Statementdate thereof, and included the other financial statements referred to in this Section 4.6 (including the Preliminary Prospectusrelated notes, where applicable) fairly present the Prospectus results of the consolidated operations and changes in stockholders' equity and consolidated financial position of FCN and its Subsidiaries for the Time respective fiscal periods or as of Sale Prospectusthe respective dates therein set forth; each of such statements (including the related notes, present fairly where applicable) comply in all material respects with applicable accounting requirements and with the financial condition published rules and regulations of the Company SEC with respect thereto; and each of such statements (including the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commissionrelated notes, where applicable) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement), and the statements of operations, parent net investment and cash flows of the oil and natural gas properties to be transferred to the Company, for the periods specified; such financial statements have has been prepared in conformity all material respects in accordance with generally accepted accounting principles in the United States of America (“GAAP”) GAAP consistently applied on a consistent basis throughout during the periods involved except to the extent disclosed involved, except, in each case, as indicated in such statements or in the notes thereto. There The books and records of FCN and its Subsidiaries have been, and are no financial statements (historical or pro forma) that are required to be included being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. The reserve for possible loan and lease losses shown on the Registration StatementDecember 31, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-1997 consolidated balance sheet transactionsof FCN is adequate in all material respects under the requirements of GAAP to provide for possible losses, arrangementsnet of recoveries relating to loans previously charged off, obligations on loans outstanding (including contingent obligationsincluding, without limitation, accrued interest receivable) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial conditionas of December 31, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectus1997.

Financial Statements. The financial combined balance sheets of the Company -------------------- and its subsidiaries and TCG Partners, a New York general partnership (collectively, "TCG"), as of December 31, 1995 and the related combined --- statements of operations, changes in stockholders' equity and partners' capital (i) the Company and (ii) the oil and natural gas properties to be transferred to the Company pursuant to the Contribution Agreement, filed with the Commission as a part of the Registration Statementdeficit), and cash flows for the years ended December 31, 1994 and 1995 and the combined balance sheet of TCG as of June 30, 1996 and the related combined statements of operations and cash flows for the six month period ended June 30, 1996 included in the Preliminary Prospectus, the Prospectus Registration Statement and the Time of Sale ProspectusProspectuses, together with the related schedules and notes, present fairly in all material respects the combined financial condition position of the Company and each of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and TCG at the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement), and the statements combined results, of operations, parent net investment TCG's operations and TCG's cash flows of the oil and natural gas properties to be transferred to the Company, for the periods specified; such said financial statements have been prepared in conformity with generally accepted accounting principles ("GAAP") applied on a consistent ---- basis throughout the periods involved. The consolidated balance sheet of the Company and its subsidiaries as of December 31, 1996 and the related consolidated statements of operations, changes in stockholders' equity and partners' capital (deficit) and cash flows for the year ended December 31, 1996 and the consolidated balance sheet of the Company as of June 30, 1997 and the related consolidated statements of operations and cash flows for the six months ended June 30, 1997 included in the United States Registration Statement and the Prospectuses, together with the related schedules and notes, present fairly the consolidated financial position of America the Company and its consolidated subsidiaries at the dates indicated and the statements of operations, changes in stockholders' equity and partners' capital (“GAAP”deficit) and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved except to the extent disclosed involved. The supporting schedules, if any, included in the notes thereto. There are no financial statements (historical or pro forma) that are Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Prospectuses present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectus.

Financial Statements. The financial statements of (i) The historical financial statements and the related notes thereto of the Company and (ii) the oil and natural gas properties to be transferred to the Company pursuant to the Contribution Agreement, filed with the Commission as a part its consolidated subsidiaries included or incorporated by reference in each of the Registration Statement, and included in the Preliminary Prospectus, the Prospectus Statement and the Time of Sale Prospectus, General Disclosure Package and the Final Prospectus present fairly in all material respects the financial condition position of the Company and each of the its consolidated subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement), and the statements results of operations, parent net investment their operations and the changes in their cash flows of the oil and natural gas properties to be transferred to the Company, for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles accepted in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved except to covered thereby; (ii) the extent disclosed in the notes thereto. There are no other financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G information of the Commission) Company and ratios derived using non-GAAP financial measures contained its consolidated subsidiaries included or incorporated by reference in each of the Registration Statement and included the General Disclosure Package and the Final Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, and presents fairly the information shown thereby, (iii) Xxxxx Xxxxxxxx LLP has certified the historical financial statements and the related notes thereto of Contango Oil & Gas Company and its subsidiaries (the “Contango Entities”) incorporated by reference in each of the Preliminary Registration Statement and the General Disclosure Package and the Final Prospectus, and to the Prospectus knowledge of the Company such financial statements and the Time of Sale Prospectus have been presented related notes thereto present fairly in compliance with Item 10 of Regulation S-K all material respects the financial position of the Commission. Except Contango Entities as disclosed of the dates indicated and the results of their operations and the changes in their cash flows for the Preliminary periods specified and (iv) EEPB, P.C. has certified the historical statement of revenues and direct operating expenses of the issued and outstanding membership interests of Javelin Uinta, LLC that holds certain exploration and production assets (the “Uinta Basin Assets”) incorporated by reference in each of the Registration Statement and the General Disclosure Package and the Final Prospectus, and to the Prospectus knowledge of the Company such financial statements and the Time of Sale Prospectus, related notes thereto present fairly in all material respects the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components statement of revenues or expenses. To and direct operating expenses as of the dates indicated; to the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the such financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods covered thereby. The unaudited pro forma financial information and the related notes thereto included or other financial data filed with the Commission as a part incorporated by reference in each case in each of the Registration Statement and included the General Disclosure Package and the Final Prospectus has been prepared in accordance with the Preliminary ProspectusCommission’s rules and guidance with respect to pro forma financial information, and the Prospectus assumptions underlying such pro forma financial information are reasonable and Time are set forth or incorporated by reference in each of Sale the Registration Statement and the General Disclosure Package and the Final Prospectus.

Financial Statements. The consolidated financial statements of (i) the Company and (ii) the oil and natural gas properties to be transferred to the Company pursuant to the Contribution AgreementCompany, filed together with the Commission as a part of related schedules and notes thereto, set forth or incorporated by reference in the Registration Statement, and included in the Preliminary Prospectus, the Prospectus and the Time Disclosure Package comply in all material respects with the applicable requirements of Sale Prospectusthe Securities Act and the Exchange Act, as applicable, and present fairly in all material respects (i) the financial condition of the Company and each of the its consolidated subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause and (ii), after giving effect to consummation of ) the Contribution Agreement), and the statements consolidated results of operations, parent net investment stockholders' equity and changes in cash flows of the oil Company and natural gas properties to be transferred to the Company, its consolidated subsidiaries for the periods therein specified; and such financial statements and related schedules and notes thereto have been prepared in conformity with United States generally accepted accounting principles in the United States of America (“GAAP”) principles, consistently applied on a consistent basis throughout the periods involved (except as otherwise stated therein and subject, in the case of unaudited financial statements, to the extent disclosed absence of footnotes and normal year-end adjustments). The historical consolidated financial statements of the Triad Energy Corporation and certain of its affiliates ("Triad"), together with the related schedules and notes thereto set forth or incorporated by reference in the Registration Statement, the Prospectus and the Disclosure Package comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects (i) the financial condition of Triad as of the dates indicated and (ii) the consolidated results of operations, stockholders' equity and changes in cash flows of Triad for the periods therein specified; and such financial statements and related schedules and notes theretothereto have been prepared in conformity with United States generally accepted accounting principles, consistently applied throughout the periods involved (except as otherwise stated therein and subject, in the case of unaudited financial statements, to the absence of footnotes and normal year-end adjustments). There are no other financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Disclosure Package; and the Company does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not disclosed in the Registration Statement, the Disclosure Package and the Prospectus; and all disclosures contained in the Registration Statement, the Disclosure Package and the Prospectus that are not included as required. All regarding "non-GAAP financial measures measures" (as such term is defined in by the rules and regulations of the Commission) comply with Regulation G of the CommissionExchange Act and Item 10(e) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of under the Commission. Except as disclosed in Securities Act, to the Preliminary Prospectusextent applicable, and present fairly the Prospectus information shown therein and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectus's basis for using such measures.

Financial Statements. (a) The financial combined balance sheets of the Borrower and its Consolidated Subsidiaries as at May 31, 1999 and the related combined statements of income, expenses and net margins, changes in Members' equity and cash flows for the fiscal year ended May 31, 1999, including the related notes, accompanied by the opinion and report thereon of Xxxxxx Xxxxxxxx & Co., certified public accountants, heretofore delivered to the Banks, present fairly in accordance with generally accepted accounting principles (i) the Company combined financial position of the Borrower and its Consolidated Subsidiaries as at the date of said balance sheets and (ii) the oil and natural gas properties to be transferred to the Company pursuant to the Contribution Agreement, filed with the Commission as a part combined results of the Registration Statement, operations of the Borrower and included its Consolidated Subsidiaries for said fiscal year. The Borrower has no material liabilities (contingent or otherwise) which are not disclosed by or reserved against in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, present fairly in all material respects the most recent audited financial condition of the Company and each of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (statements or in the case of clause notes thereto other than (i) Indebtedness incurred and (ii), after giving effect to consummation ) loan and guarantee commitments issued in each case by the Borrower in the ordinary course of business since the Contribution Agreement), and the statements date of operations, parent net investment and cash flows of the oil and natural gas properties to be transferred to the Company, for the periods specified; such financial statements. All such financial statements have been prepared in conformity accordance with generally accepted accounting principles in the United States of America (“GAAP”) applied on a basis consistent basis throughout with prior periods, except as disclosed therein. The same representations as are set forth in this Section 4.02 shall be deemed to have been made by the periods involved except to Borrower in respect of the extent disclosed in the notes thereto. There are no most recent annual and quarterly financial statements of the Borrower and its Consolidated Subsidiaries (historical except that the opinion and report of Xxxxxx Xxxxxxxx & Co. may be replaced by an opinion and report of another nationally recognized firm of independent certified public accountants) furnished or pro forma) that are required to be included in furnished to the Registration Statement, Banks prior to or at the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G time of the Commission) and ratios derived using non-GAAP financial measures contained in making of each Loan hereunder, at the Registration Statement and included in time the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party same are furnished or required to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectusbe furnished.

Financial Statements. The financial statements of Bryn Mawr Financial Statements included or incorporated by reference in the Bryn Mawr SEC Reports (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with the Company Books and Records of the Bryn Mawr Entities, (ii) have been prepared in accordance with GAAP, regulatory accounting principles and the oil applicable accounting requirements and natural gas properties to with the published rules and regulations of the SEC, in each case, consistently applied except as may be transferred otherwise indicated in the notes thereto and except with respect to the Company pursuant to interim financial statements for the Contribution Agreement, filed with the Commission as a part omission of the Registration Statement, footnotes and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, (iii) fairly present fairly in all material respects the consolidated financial condition of the Company and each Bryn Mawr Entities as of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the respective dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement), set forth therein and the statements consolidated results of operations, parent net investment shareholders’ equity and cash flows of the oil and natural gas properties Bryn Mawr Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated Bryn Mawr Financial Statements to be transferred prepared after the date of this Agreement and prior to the CompanyClosing (A) will be true, for the periods specified; such financial statements accurate and complete in all material respects, (B) will have been prepared in conformity accordance with generally accepted GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in the United States of America (“GAAP”) each case, consistently applied on a consistent basis throughout the periods involved except to the extent disclosed as may be otherwise indicated in the notes thereto. There are no thereto and except with respect to unaudited financial statements for the omission of footnotes, and (historical or pro formaC) that are required to be included will fairly present in all material respects the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time consolidated financial condition of Sale Prospectus that are not included Bryn Mawr as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus respective dates set forth therein and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidityshareholders’ equity and cash flows of Bryn Mawr for the respective periods set forth therein, capital expenditures, capital resources or significant components subject in the case of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the unaudited financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectusto year-end adjustments.

Financial Statements. The Borrower has furnished the Lenders with true, correct and complete copies of (a) the combined annual financial statements for the Borrower and the Management Company for the most recent fiscal year of (i) the Borrower, including the combined balance sheet of the Borrower and the Management Company as of the end of such fiscal year and combined statements of income and changes in cash for the Borrower and the Management Company and a statement of shareholder's equity, prepared on a consistent basis in accordance with GAAP (iiexcept as specifically disclosed therein) and in the oil and natural gas properties to be transferred to form included with the Company pursuant to the Contribution Agreement, Borrower's Form 10-K as filed with the Commission as a part SEC for such fiscal year, certified without qualification by the Borrower's Accountants; (b) the combined quarterly financial statements for the Borrower and the Management Company for each fiscal quarter elapsed since the expiration of the Registration StatementBorrower's most recent fiscal year, including a combined balance sheet and combined statements of income and change in cash of the Borrower and the Management Company, prepared on a consistent basis with the prior fiscal year's financial statements in accordance with GAAP (except as specifically disclosed therein), and included in the Preliminary Prospectusform included with the Borrower's Form 10-Q, as filed with the Prospectus SEC for any such fiscal quarter; and (c) a certificate of the Time chief financial officer, principal accounting officer or chief executive officer of Sale Prospectusthe Borrower, stating that to his best knowledge after due inquiry the foregoing statements present fairly in all material respects the combined financial condition position of the Borrower and the Management Company and each the results of their combined operations, subject, solely with respect to the subsidiaries materials described in clause (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”b), if any, as of and at the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement), and the statements of operations, parent net investment and cash flows of the oil and natural gas properties to be transferred to the Company, for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved except to the extent disclosed in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All nonroutine year-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectusend audit adjustments.

Financial Statements. The financial statements of (i) the Company and (ii) the oil and natural gas properties to be transferred Parent has previously made available to the Company pursuant to copies of the Contribution Agreementconsolidated balance sheets of Parent and its Subsidiaries as of December 31 for the fiscal year 2001 and 2000 and the related consolidated statements of income, changes in shareholders' equity and comprehensive income, and cash flows for the fiscal years 1999 through 2001, inclusive, as reported in Parent's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 filed with the Commission SEC under the Exchange Act, accompanied by the audit report of KPMG LLP, independent public accountants with respect to Parent. The December 31, 2001 consolidated balance sheet of Parent (including the related notes, where applicable) fairly presents the consolidated financial position of Parent and its Subsidiaries as a part of the Registration Statementdate thereof, and included the other financial statements referred to in this Section 5.7 (including the Preliminary Prospectusrelated notes, the Prospectus where applicable) fairly present and the Time of Sale Prospectusfinancial statements to be filed with the SEC after the date hereof will fairly present (subject, present fairly in all material respects the financial condition of the Company and each of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (iithe unaudited statements, to recurring audit adjustments normal in nature and amount), after giving effect to consummation the results of the Contribution Agreement)consolidated operations and changes in shareholders' equity and consolidated financial position of Parent and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements of operationsto be filed with the SEC after the date hereof will comply, parent net investment with applicable accounting requirements and cash flows with the published rules and regulations of the oil SEC with respect thereto; and natural gas properties each of such statements (including the related notes, where applicable) has been, and the financial statements to be transferred to filed with the CompanySEC after the date hereof will be, for prepared in accordance with GAAP consistently applied during the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved involved, except to the extent disclosed as indicated in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included thereto or, in the Registration Statementcase of unaudited statements, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All nonpermitted by Form 10-GAAP financial measures (as defined in Regulation G Q of the Commission) SEC. The books and ratios derived using non-records of Parent and its Subsidiaries have been, and are being, maintained in accordance with GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus any other applicable legal and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectusrequirements.

Financial Statements. The financial statements of (i) the Company and (ii) the oil and natural gas properties to be transferred to the Company pursuant to the Contribution AgreementCompany, filed together with the Commission as a part of related notes, set forth or incorporated by reference in the Registration Statement, and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, present fairly Disclosure Package and the Prospectus comply in all material respects with the requirements of the Securities Act and the Exchange Act and fairly present the financial condition of the Company and each of the its consolidated subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement), and the statements results of operations, parent net investment and cash flows of the oil and natural gas properties to be transferred to the Company, changes in stockholder equity for the periods specified; such financial statements have been prepared therein specified are in conformity with generally accepted accounting principles in the United States of America (“GAAP”) consistently applied on a consistent basis throughout the periods involved except to involved; the extent disclosed supporting schedules included in the notes thereto. There are no financial statements (historical or pro forma) that are Registration Statement present fairly the information required to be stated therein; all non-GAAP financial information included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Disclosure Package and the Prospectus that are not included as required. All non-GAAP financial measures (as defined complies in all material respects with the requirements of Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of under the Commission. Except Act; and, except as disclosed in the Preliminary ProspectusRegistration Statement, the Prospectus and the Time of Sale Disclosure Package and the Prospectus, the Company is not party to any there are no material off-balance sheet transactionsarrangements (as defined in Regulation S-K under the Act, arrangements, obligations (including contingent obligationsItem 303(a)(4)(ii)) or any other relationships with unconsolidated entities or other persons persons, that may have a material current or or, to the Company’s knowledge, material future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues revenue or expenses. To No other financial statements or schedules are required to be included in the knowledge Registration Statement, the Time of Sale Disclosure Package or the CompanyProspectus. Ernst & Young LLP, no person who which has been suspended or barred from being associated expressed its opinion with a registered public accounting firm, or who has failed respect to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data and schedules filed with the Commission as a part of the Registration Statement and included in the Preliminary ProspectusRegistration Statement, the Prospectus and Time of Sale Disclosure Package and the Prospectus, is (A) an independent public accounting firm within the meaning of the Act and the Rules and Regulations, (B) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) and (C) not in violation of the auditor independence requirements of the Xxxxxxxx-Xxxxx Act.

Financial Statements. The financial Premier has previously made available to Northern Illinois copies of (a) the consolidated balance sheets of Premier and its Subsidiaries as of December 31, 1993 and 1994 and the related consolidated statements of (i) income, changes in stockholders' equity and cash flows for the Company fiscal years ended December 31, 1992, 1993 and (ii) 1994, inclusive, as reported in Premier's Annual Report on Form 10-K for the oil and natural gas properties to be transferred to the Company pursuant to the Contribution Agreementfiscal year ended December 31, 1994 filed with the Commission SEC under the Exchange Act, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to Premier, and (b) the unaudited consolidated balance sheet of Premier and its Subsidiaries as a part of September 30, 1995 and September 30, 1994 and the related unaudited consolidated statements of income, cash flows and changes in stockholders' equity for the three- and nine-month periods then ended as reported in Premier's Quarterly Report on Form 10-Q for the period ended September 30, 1995 filed with the SEC under the Exchange Act (the "Premier Third Quarter 10-Q"). The December 31, 1994 consolidated balance sheet of Premier (including the related notes, where applicable) fairly presents the consolidated financial position of Premier and its Subsidiaries as of the Registration Statementdate thereof, and included the other financial statements referred to in this Section 4.7 (including the related notes, where applicable) fairly present the results of the consolidated operations and changes in stockholders' equity and consolidated financial position of Premier and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, subject, in the Preliminary Prospectuscase of the unaudited statements, to recurring audit adjustments normal in nature and amount; each of such statements (including the Prospectus and the Time of Sale Prospectusrelated notes, present fairly where applicable) comply in all material respects with applicable accounting requirements and with the financial condition published rules and regulations of the Company SEC with respect thereto; and each of such statements (including the subsidiaries (as such term is defined related notes, where applicable) has been prepared in Rule 1-02 of Regulation S-X of all material respects in accordance with GAAP consistently applied during the Commission) of the Company (eachperiods involved, a “Subsidiary,” and togetherexcept, the “Subsidiaries”), if anyin each case, as of and at indicated in such statements or in the dates indicated (notes thereto or, in the case of clause (ii)unaudited statements, after giving effect to consummation as permitted by Form 10-Q. The books and records of the Contribution Agreement)Premier and its Subsidiaries have been, and the statements of operationsare being, parent net investment maintained in all material respects in accordance with GAAP and cash flows of the oil any other applicable legal and natural gas properties to be transferred to the Company, for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved except to the extent disclosed in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) requirements and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet reflect only actual transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectus.

Financial Statements. The financial statements Pioneer has delivered to Central -------------------- true and complete copies of (i) the Company audited consolidated statement of financial condition and the related statements of income, retained earnings and cash flows of Pioneer for the year ended September 30, 1995 (the "1995 Pioneer Financial Statements"); (ii) the oil and natural gas properties to be transferred to the Company pursuant to the Contribution Agreement, filed with the Commission as a part audited consolidated statement of the Registration Statement, and included in the Preliminary Prospectus, the Prospectus financial condition and the Time of Sale Prospectus, present fairly in all material respects the financial condition of the Company and each of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement), and the related statements of operationsincome, parent net investment retained earnings and cash flows of Pioneer for the oil year ended September 30, 1996 (the "1996 Pioneer Financial Statements"); and natural gas properties to be transferred to (iii) the Companyaudited consolidated balance sheet and the related consolidated statements of income, stockholders' equity and cash flows of Pioneer for the year ended September 30, 1997 (the "1997 Pioneer Financial Statements"). The 1995, 1996 and 1997 Pioneer Financial Statements have been audited by Miller, Mayer, Xxxxxxxx & Xxxxxxx LLP, certified public accountants. Pioneer has delivered, or for periods not yet complete as of the date of this Agreement, shall deliver in accordance with Section 6.10, for the monthly and quarterly periods specified; such financial ending during the period beginning on October 1, 1997, and ending on the last day of the month next preceding the month in which the Effective Time occurs, true and complete copies of the quarterly and monthly unaudited balance sheets and related statements of income, stockholders' equity and cash flows of Pioneer (collectively, the "Pioneer Unaudited Financial Statements"). The 1995, 1996, and 1997 Pioneer Financial Statements, and the Pioneer Unaudited Financial Statements (collectively, the "Pioneer Financial Statements") have been or, as the context requires, shall have been prepared in conformity with generally accepted accounting principles applied on a basis consistent with prior years. The Pioneer Financial Statements present, or, as the context requires, shall present, fairly the financial position of the Bank and Pioneer as of their respective dates and the results of the operations of the Bank and Pioneer for the respective periods covered thereby in the United States of America (“GAAP”) conformity with generally accepted accounting principles applied on a consistent basis throughout basis; in compliance as to form in all material respects with the periods involved except applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") and the applicable published rules and regulations of the Securities and Exchange Commission (the "SEC") thereunder. All loans, discounts and financing leases reflected on Pioneer Financial Statements have been, or, as the context requires, shall have been (a) made for good, valuable and adequate consideration in the ordinary course of business of the Bank, (b) evidenced by notes or other evidences of indebtedness which are true, genuine and what they purport to be, and (c) adequately reserved against in an amount sufficient in the reasonable opinion of management to provide for all losses reasonably anticipated in the ordinary course of busi- ness as of the date thereof based on information available as of their respective dates under generally accepted accounting principles. Neither Pioneer nor the Bank has or will have, nor are any of their assets subject to, nor will any of their assets be subject to, any liability, commitment, indebtedness or obligation (of any kind whatsoever, whether absolute, accrued, contingent, matured or unmatured) which (a) is material and not reflected and adequately reserved against in the 1997 Pioneer Financial Statements, or (b) has been or shall be incurred subse- quent to the extent disclosed date of the 1997 Pioneer Financial Statements other than those incurred in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included ordinary course of business and not in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time violation of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G any provision of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectusthis Agreement.

Financial Statements. (a) The Plan Investor has previously provided the Company with the following financial statements of (collectively, the “Plan Investor Financial Statements”): (i) the Company audited consolidated balance sheets of the Plan Investor Group as of December 31, 2018 and the related statements of income, cash flows and changes in owners’ equity for the fiscal year then ended, together with the notes to such Plan Investor Financial Statements and the opinion of the Plan Investor’s independent auditor thereon (the Financial Statements set forth in this clause (i), the “Plan Investor Audited Financial Statements”), and (ii) the oil unaudited consolidated balance sheet of the Company Group as of March 31, 2019 (the “Plan Investor Latest Balance Sheet Date”) and natural gas properties the related statements of income and cash flows for the three (3)-month period then ended (the “Plan Investor Unaudited Financial Statements”). The Plan Investor Financial Statements have been prepared in all material respects in accordance with IFRS applied on a consistent basis throughout the periods indicated therein (except as set forth in footnote disclosures thereto) and except for (x) footnote disclosures thereto, and (y) with respect to be transferred Plan Investor Unaudited Financial Statements, normal and recurring year-end adjustments thereto (none of which, individually or in the aggregate, are material to the Company pursuant to the Contribution Agreement, filed with the Commission Group Members taken as a part whole), the Plan Investor Financial Statements fairly present, in all material respects, the financial position, and results of operations, stockholders’ equity and cash flows of the Registration StatementPlan Investor Group, on a consolidated basis, as of the dates and included in for the Preliminary Prospectus, periods indicated therein. The Plan Investor Financial Statements were derived from the Prospectus books and records of the Time of Sale Prospectus, Plan Investor Group Members and present fairly in all material respects the financial condition of the Company and each Plan Investor Group as of the subsidiaries (as such term is defined in Rule 1-02 respective dates they were prepared and the results of Regulation S-X operations of the Commission) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement), and the statements of operations, parent net investment and cash flows of the oil and natural gas properties to be transferred to the Company, Plan Investor Group for the periods specified; such financial statements have been prepared indicated therein. Each Plan Investor Group Member maintains a standard system of accounting established and administered in conformity accordance with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved except to the extent disclosed in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale ProspectusIFRS.

Financial Statements. The financial statements Prior to the date of the Initial Agreement, the Company provided to TPG and THL (i) the annual combined balance sheets of the Company and its Subsidiaries as of December 31, 2003 and 2002 and the related combined statements of earnings, equity and comprehensive earnings and cash flows for each of the years in the three-year period ended December 31, 2003 (the "Annual Combined Financial Statements"), together with the notes thereto, and the draft report of KPMG LLP thereon which includes a legend indicating that certain transactions would have to be completed before KPMG LLP would be in a position to issue the draft report in final form, and (ii) the oil and natural gas properties to be transferred to the Company pursuant to the Contribution Agreement, filed with the Commission as a part of the Registration Statement, and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, present fairly in all material respects the financial condition unaudited combined balance sheet of the Company and each of its Subsidiaries as at June 30, 2004 reviewed by KPMG LLP (the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement"Interim Balance Sheet"), and the related combined statements of operations, parent net investment earnings and cash flows of the oil and natural gas properties to be transferred to the Companyflows, for the periods specified; such financial statements six (6) month period then ended, the "Unaudited Financial Statements"). The Unaudited Financial Statements, together with the Annual Combined Financial Statements are referred to as the "Financial Statements". The Financial Statements have been prepared in conformity accordance with U.S. generally accepted accounting principles in the United States of America consistently applied (“"GAAP”) applied on a consistent basis throughout the periods involved except to the extent disclosed in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission") and ratios derived using non-GAAP financial measures contained in fairly present the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s combined financial condition, changes in financial conditionassets and liabilities, results of operations, liquiditycash flows, capital expendituresand changes in equity and comprehensive earnings of the Company and its Subsidiaries as of the dates, capital resources or significant components and for the periods, indicated therein, subject in the case of revenues or expensesthe Unaudited Financial Statements to lack of footnotes and a statement of changes in equity and comprehensive earnings and normal year end adjustments that will not be material. To the knowledge Since June 30, 2004, there has not been any change of the Company's accounting principles, no person who has been suspended or barred from being associated with a registered public accounting firmmethods, or who has failed policies except as required by GAAP or as would not reasonably be expected to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as have a part Material Adverse Effect. The results and accounts of the Registration Statement and entities listed on disclosure Schedule 3.10 are included in the Preliminary ProspectusFinancial Statements, but have been excluded from the Prospectus final formation of the Company and Time its Subsidiaries and are therefore, not subject to the terms of Sale Prospectusthis Transaction.

Financial Statements. Newcourt has previously made available to CIT copies of (a) the consolidated balance sheets of Newcourt and the Newcourt Subsidiaries as of December 31 for the fiscal years 1997 and 1998, and the related consolidated statements of income and retained earnings and cash flows for the fiscal years 1996 through 1998, inclusive, in each case accompanied by the audit report of Ernst & Young, independent public accountants with respect to Newcourt and (b) the unaudited consolidated balance sheets of Newcourt and the Newcourt Subsidiaries as of March 31, 1999 and June 30, 1999 and the related unaudited consolidated statements of income and retained earnings and cash flows for the three month and six month periods then ended, respectively, each of which has been reviewed by Ernst & Young in accordance with the procedures specified by the Canadian Institute of Chartered Accountants for a review of interim financial information as described in Section 7100 of the Handbook of the Canadian Institute of Chartered Accountants. The December 31, 1997 and 1998 consolidated balance sheets of Newcourt, including the related notes, fairly present the consolidated financial position of Newcourt and the Newcourt Subsidiaries as of the dates thereof, and the other financial statements of referred to in this Section 4.6 (iincluding the related notes, where applicable) fairly present, and the Company and (ii) the oil and natural gas properties financial statements to be transferred to the Company pursuant to the Contribution Agreement, filed with the Commission as a part OSC after the date hereof will fairly present (subject, in the case of unaudited interim statements, to recurring audit adjustments normal in nature and amount), the results of the Registration Statementconsolidated operations and consolidated financial position of Newcourt and the Newcourt Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies, and included the financial statements to be filed with the OSC after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the OSC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed with the OSC after the date hereof will be, prepared in accordance with Canadian GAAP consistently applied during the periods involved, except as indicated in the Preliminary Prospectusnotes thereto or, in the Prospectus case of unaudited interim statements, as permitted by the rules and regulations of the OSC. Except (A) as reflected in such financial statements or in the notes thereto, (B) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby and (C) for liabilities or obligations incurred in the ordinary course of business, neither Newcourt nor any of the Newcourt Subsidiaries has any liabilities or obligations of any nature as of the date of this Agreement, which, individually or in the aggregate, have had a Material Adverse Effect on Newcourt as of the date of this Agreement. The books and records of Newcourt and the Time of Sale ProspectusSignificant Newcourt Subsidiaries have been, present fairly and are being, maintained in all material respects the financial condition of the Company in accordance with Canadian GAAP and each of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” any other applicable legal and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement), and the statements of operations, parent net investment and cash flows of the oil and natural gas properties to be transferred to the Company, for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved except to the extent disclosed in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectusrequirements.

Financial Statements. The Prior to the Closing, the Company shall have delivered to CDSS: (a) audited consolidated balance sheets of the Company as at December 31, in each of the years 2007 through 2009, and the related audited consolidated statements of income, changes in stockholders’ equity, and cash flow for each of the fiscal years then ended, together with the report thereon of Xxxxxx X. Xxxxxxxxx independent registered public accounting firm, (b) a consolidated balance sheet of the Company as at December 31, 2009 (including the notes thereto, the “Balance Sheet”), and the related consolidated statements of income, changes in stockholders’ equity, and cash flow for the fiscal year then ended, together with the report thereon of Xxxxxx X. Xxxxxxxxx, independent registered public accounting firm, and (c) an unaudited consolidated balance sheet of the Company as at February 28, 2010 (the “Interim Balance Sheet”) and the related unaudited consolidated statements of income, changes in stockholders’ equity, and cash flow for the two months then ended, including in each case the notes thereto. Such financial statements of (i) the Company and (ii) the oil and natural gas properties to be transferred to the Company pursuant to the Contribution Agreement, filed with the Commission as a part of the Registration Statement, and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, notes fairly present fairly in all material respects the financial condition and the results of operations, changes in stockholders’ equity, and cash flow of the Company and each of as at the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as respective dates of and at for the dates indicated (periods referred to in such financial statements, all in accordance with GAAP, subject, in the case of clause interim financial statements, to normal recurring year-end adjustments (ii)the effect of which will not, after giving effect to consummation of individually or in the Contribution Agreement)aggregate, be materially adverse) and the statements absence of operationsnotes (that, parent net investment and cash flows of if presented, would not differ materially from those included in the oil and natural gas properties to be transferred to Balance Sheet); the Company, for the periods specified; such financial statements have been prepared referred to in conformity with generally accepted this section reflect the consistent application of such accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved except to the extent disclosed in the notes theretoinvolved. There are no No financial statements (historical or pro forma) that of any Person other than the Company are required by GAAP to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP consolidated financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge statements of the Company. The Company has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed (1) to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the permit preparation of, or audited, the of financial statements in conformity with GAAP or any other financial data filed criteria applicable to such statements and (2) to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets compared with the Commission as a part of the Registration Statement existing assets at reasonable intervals and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectusappropriate action is taken with respect to any difference.

Financial Statements. The Company has furnished each holder of Notes and each Purchaser of Accepted Notes with the following financial statements of statements: (i) consolidated balance sheets of the Company and its Subsidiaries (and, if required pursuant to Section 7.4, consolidating balance sheets of the Unrestricted Subsidiaries as described in Section 7.4) as at September 30 in each of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 120 days prior to such date for which audited financial statements have not been released) and consolidated statements of income, cash flows and shareholders’ equity of the Company and its Subsidiaries (and, if required pursuant to Section 7.4, consolidating statements of income, cash flows and shareholders’ equity of the Unrestricted Subsidiaries as described in Section 7.4) for each such year, all of such financial statements (other than any such consolidating financial statements) reported on by Ernst & Young LLP, and (ii) consolidated balance sheets of the oil Company and natural gas properties its Subsidiaries (and, if required pursuant to be transferred Section 7.4, consolidating balance sheets of the Unrestricted Subsidiaries as described in Section 7.4) as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidated statements of income, cash flows and shareholders’ equity for the periods from the beginning of the fiscal years in which such quarterly periods are included to the Company pursuant to end of such quarterly periods, prepared by the Contribution Agreement, filed with the Commission as a part of the Registration Statement, Company. Such financial statements (including any related schedules and/or notes) are true and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, present fairly correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with GAAP consistently followed throughout the financial periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the consolidated condition of the Company and each of the subsidiaries (its Subsidiaries as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement)thereof, and the statements of operationsincome, parent net investment stockholders’ equity and cash flows fairly present the results of the oil operations of the Company and natural gas properties to be transferred to the Company, its Subsidiaries and their cash flows for the periods specified; indicated. Since the most recent audited financial statements delivered pursuant to Section 7.1(b), or if no such financial statements have been prepared delivered, the most recent audited financial statements referred to in conformity with generally accepted accounting principles clause (i) of this Section 5.5, there has been no change in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved except to the extent disclosed in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources business or significant components of revenues or expenses. To the knowledge properties of the Company, no person who has been suspended Company or barred from being associated with a registered public accounting firm, any of its Subsidiaries except changes that individually or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectusaggregate would not reasonably be expected to have a Material Adverse Effect.

Financial Statements. The financial Georgia has previously made available to Wisconsin copies of the consolidated balance sheet of Georgia and the Georgia Subsidiaries as of December 31, 2007 and 2008, and the related combined and consolidated statements of earnings, comprehensive earnings, shareholder’s equity and cash flows for the years then ended as reported in Georgia’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (ithe “Georgia 2008 10-K”) the Company and (ii) the oil and natural gas properties to be transferred to the Company pursuant to the Contribution Agreement, filed with the Commission as a part SEC under the Exchange Act, accompanied by the audit report of KPMG LLP, independent public accountants with respect to Georgia for the Registration Statementyears ended December 31, 2006, 2007 and included in 2008. The December 31, 2008 consolidated balance sheet of Georgia (including the Preliminary Prospectusrelated notes, the Prospectus and the Time of Sale Prospectus, present where applicable) fairly presents in all material respects the consolidated financial condition position of Georgia and the Georgia Subsidiaries as of the Company date thereof, and each the other financial statements referred to in this Section 4.6 (including the related notes, where applicable) fairly present in all material respects the results of the subsidiaries (consolidated operations, cash flows and changes in shareholders’ equity and consolidated financial position of Georgia and the Georgia Subsidiaries for the respective fiscal periods or as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (eachrespective dates therein set forth, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (subject to normal year-end audit adjustments in amounts consistent with past practice in the case of clause unaudited financial statements, which adjustments, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect on Georgia; each of such statements (ii)including the related notes, after giving effect to consummation where applicable) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the Contribution Agreement)SEC with respect thereto; and each of such statements (including the related notes, and the statements of operations, parent net investment and cash flows of the oil and natural gas properties to be transferred to the Company, for the periods specified; such financial statements have where applicable) has been prepared in conformity all material respects in accordance with generally accepted accounting principles in the United States of America (“GAAP”) GAAP consistently applied on a consistent basis throughout during the periods involved except to the extent disclosed involved, except, in each case, as indicated in such statements or in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectus.

Financial Statements. The Saratoga has previously delivered to SJNB copies of (a) the consolidated statements of financial condition of Saratoga and its Subsidiaries, as of December 31, for the fiscal years 1997 and 1998, and the related consolidated statements of income, shareholders' equity and cash flows for the fiscal years 1996 through 1998, inclusive, as reported in Saratoga's Annual Reports on Form 10-K for the relevant fiscal years filed with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in each case accompanied by the report of Deloitte & Touche LLP, independent auditors with respect to Saratoga (the consolidated financial statements of Saratoga and its Subsidiaries referred to in this sentence being hereinafter sometimes referred to as the "Saratoga Consolidated Financial Statements"). Each of the financial statements referred to in this Section 3.1(d) (iincluding the related notes, where applicable) fairly present, and the Company financial statements referred to in Section 5.14 hereof will fairly present (subject, in the cases of the unaudited statements, to normal recurring and (ii) the oil and natural gas properties year-end audit adjustments, none of which are expected to be transferred material in nature or amount), the results of the consolidated operations and changes in shareholders' equity and consolidated financial condition of Saratoga and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth. Each of such statements (including the related notes, where applicable) complies, and the financial statements referred to the Company pursuant to the Contribution Agreementin Section 5.14 hereof will comply, filed in all material respects, with applicable accounting requirements and with the Commission as a part published rules and regulations of the Registration StatementSEC with respect thereto and each of such statements (including the related notes, where applicable) has been, and included the financial statements referred to in Section 5.14 will be, prepared, in all material respects, in accordance with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except in each case as indicated in such statements or in the Preliminary Prospectusnotes thereto or, in the Prospectus case of unaudited statements (subject to normal recurring and the Time year-end audit adjustments), as permitted by Form 10-Q. The books and records of Sale ProspectusSaratoga and its Subsidiaries have been, present fairly and are being, maintained where required in all material respects the financial condition of the Company in accordance with GAAP and each of the subsidiaries (as any other applicable legal and accounting requirements and, where such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” books and togetherrecords purport to reflect any transactions, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement), and the statements of operations, parent net investment and cash flows of the oil and natural gas properties to be transferred to the Company, for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved except to the extent disclosed in the notes thereto. There transactions so reflected are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet actual transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectus.

Financial Statements. The financial statements Old Kent has previously made available to Fifth Third copies of (i) the Company consolidated balance sheet of Old Kent and its Subsidiaries as of December 31, for the fiscal years 1998 and 1999, and the related consolidated statements of income, changes in shareholders' equity and cash flows for the fiscal years 1997 through 1999, inclusive, as reported in Old Kent's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 (the "Old Kent 1999 10-K") filed with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), accompanied by the audit report of Arthxx Xxxexxxx XXX, independent public accountants with respect to Old Kent and (ii) the oil unaudited consolidated balance sheet of Old Kent and natural gas properties to be transferred to its Subsidiaries as of September 30, 1999 and 2000, and the Company pursuant to the Contribution Agreementrelated consolidated statements of income, filed with the Commission as a part changes in shareholders' equity and cash flows of the Registration Statementnine month periods then ended, and included as reported in Old Kent's Quarterly Report on Form 10-Q for the Preliminary Prospectusfiscal period ended September 30, 2000. The December 31, 1999 consolidated balance sheet of Old Kent (including the Prospectus and the Time of Sale Prospectusrelated notes, present where applicable) fairly presents in all material respects the consolidated financial condition position of Old Kent and its Subsidiaries as of the Company date thereof, and each the other financial statements referred to in this Section 3.6 (including the related notes, where applicable) fairly present in all material respects the results of the subsidiaries (consolidated operations and changes in stockholders' equity and consolidated financial position of Old Kent and its Subsidiaries for the respective fiscal periods or as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (eachrespective dates therein set forth, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (subject to normal year-end audit adjustments in amounts consistent with past experience in the case of clause unaudited statements; each of such statements (ii)including the related notes, after giving effect to consummation where applicable) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the Contribution Agreement)SEC with respect thereto; and each of such statements (including the related notes, and the statements of operations, parent net investment and cash flows of the oil and natural gas properties to be transferred to the Company, for the periods specified; such financial statements have where applicable) has been prepared in conformity all material respects in accordance with generally accepted accounting principles in the United States of America (“GAAP”) GAAP consistently applied on a consistent basis throughout during the periods involved except to the extent disclosed involved, except, in each case, as indicated in such statements or in the notes thereto. There The books and records of Old Kent and its Subsidiaries have been, and are no financial statements (historical or pro forma) that are required to be included being, maintained in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-all material respects in accordance with GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement any other applicable legal and included in the Preliminary Prospectus, the Prospectus accounting requirements and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet reflect only actual transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectus.

Financial Statements. The financial statements (a) Seller has delivered to Buyer complete copies of (i) the Company audited financial statements consisting of the balance sheet of Seller as at March 31 in each of the years 2018 and 2019 and the related statements of operations, stockholders’ deficit and cash flow for the fiscal years then ended (the “Audited Financial Statements”) and (ii) the oil unaudited financial statements consisting of the condensed balance sheet of Seller as at June 30, 2019, and natural gas properties to be transferred to the Company pursuant to related condensed statements of operations and cash flow for the Contribution Agreementthree (3) month period then ended (the “Interim Financial Statements” and, filed together with the Commission Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the relevant periods involved (except as a part may be indicated in the notes thereto or, with respect to any unaudited interim financial statements, the absence of footnote disclosures and other presentation items and normal year-end audit adjustments or as permitted by the SEC’s rules and forms). The Financial Statements are based on the books and records of Seller, comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Registration Statement, SEC with respect thereto and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, fairly present fairly in all material respects the financial condition of the Company and each Seller as of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X respective dates they were prepared and the results of the Commission) operations of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement), and the statements of operations, parent net investment and cash flows of the oil and natural gas properties to be transferred to the Company, Seller for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in indicated. The balance sheet of Seller as of March 31, 2019, is referred to herein as the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved except to the extent disclosed in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus Balance Sheet” and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of date thereof as the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectus“Balance Sheet Date.”

Financial Statements. The financial (a) Prior to the date hereof, Heinz Corporation II has filed with the SEC the consolidated balance sheet of Heinz Corporation II and its Subsidiaries as of December 29, 2013, and December 28, 2014, and the related consolidated statements of (i) operations, cash flows and shareholders’ equity for each of the Company and (ii) three years in the oil and natural gas properties to be transferred period ended December 28, 2014, as reported in Heinz Corporation II’s Annual Report on Form 10-K for the fiscal year ended December 28, 2014, including any amendments thereto filed with the SEC prior to the Company pursuant to the Contribution AgreementMeasurement Date, filed with the Commission as a part SEC under the Exchange Act, accompanied by the audit report of PricewaterhouseCoopers LLP (“PwC”), the Registration Statementindependent registered public accounting firm with respect to Heinz Corporation II for such periods (such balance sheets and statements, and the “Heinz Financial Statements”). The consolidated balance sheets of Heinz Corporation II (including the related notes, where applicable) included in the Preliminary ProspectusHeinz Financial Statements fairly present, the Prospectus and the Time consolidated balance sheets of Sale ProspectusHeinz Corporation II (including the related notes, present where applicable) included in the Heinz SEC Reports filed after the date of this Agreement will fairly present, in all material respects the consolidated financial condition position of Heinz Corporation II and its Subsidiaries as of the Company dates thereof, and each the consolidated statements of operations, cash flows and shareholders’ equity included in the Heinz Financial Statements (including the related notes, where applicable) fairly present, and the consolidated statements of operations, cash flows and shareholders’ equity of Heinz Corporation II included in the Heinz SEC Reports filed after the date of this Agreement will fairly present, in all material respects the results of the subsidiaries consolidated operations and changes in shareholders’ equity and cash flows of Heinz Corporation II and its Subsidiaries for the respective fiscal periods therein set forth (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (eachsubject, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect); each of such statements (ii)including the related notes, after giving effect to consummation where applicable) complies in all material respects with the published rules and regulations of the Contribution Agreement)SEC with respect thereto; and each of such statements (including the related notes, and the statements of operationswhere applicable) has been prepared, parent net investment and cash flows of the oil and natural gas properties to or will be transferred to the Companyprepared, for the periods specified; such financial statements have been prepared as applicable, in conformity all material respects in accordance with generally accepted accounting principles in the United States of America (“GAAP”) consistently applied on a consistent basis throughout during the periods involved except to the extent disclosed involved, except, in each case, as indicated in such statements or in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectus.

Financial Statements. The financial statements Company has previously made available to Parent copies of (ia) the Company and (ii) the oil and natural gas properties to be transferred to the Company pursuant to the Contribution Agreement, filed with the Commission as a part of the Registration Statement, and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, present fairly in all material respects the financial condition consolidated balance sheet of the Company and its Subsidiaries (other than the Company Trusts) as of December 31 for the fiscal year 2007, and the related consolidated statements of income, shareholders’ equity and cash flows for the fiscal years 2006 and 2007, accompanied by the audit report of its independent public accountants with respect to the Company (the “2007 Audited Financial Statements”) and (b) the consolidated balance sheet of the Company and its Subsidiaries (other than the Company Trusts) as of June 30, 2008, and the related consolidated statements of income, shareholders’ equity and cash flows for the six-month period then ended (the “June 30 Unaudited Financial Statements”). Except as described in Section 4.7 of the Company Disclosure Schedule, each of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) December 31, 2007 and June 30, 2008 consolidated balance sheets of the Company (eachincluding the related notes, a “Subsidiary,” where applicable) fairly present the consolidated financial position of the Company and together, its Subsidiaries (other than the “Subsidiaries”), if any, Company Trusts) as of the date of such balance sheet, and at the dates indicated other financial statements referred to in this Section 4.7 (including the related notes, where applicable) fairly present, and the financial statements to be filed with the SEC after the date hereof will fairly present (subject, in the case of clause (iieach of the unaudited statements, to recurring audit adjustments normal in nature and amount), after giving effect to consummation the results of the Contribution Agreement)consolidated operations and consolidated financial position of the Company and its Subsidiaries (other than the Company Trusts) for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements of operationsto be filed with the SEC after the date hereof will comply, parent net investment in all material respects, with applicable accounting requirements and cash flows with the published rules and regulations of the oil SEC with respect thereto; and natural gas properties each of such statements (including the related notes, where applicable) has been, and the financial statements to be transferred to filed with the CompanySEC after the date hereof will be, for prepared in accordance with GAAP consistently applied during the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved involved, except to the extent disclosed as indicated in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included thereto or, in the Registration Statementcase of unaudited statements, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All nonpermitted by Form 10-GAAP financial measures (as defined in Regulation G Q of the Commission) SEC. The books and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K records of the Commission. Except as disclosed Company and its Subsidiaries are being maintained in the Preliminary Prospectus, the Prospectus accordance with GAAP and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public applicable legal and accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectusrequirements.

Financial Statements. The financial Dime has previously made available to Washington Mutual copies of (a) the consolidated statements of financial condition of Dime and its Subsidiaries as of December 31, 1999 and 2000 and the related consolidated statements of operations, stockholders' equity and cash flows for the years ended December 31, 1998 through 2000, inclusive, as reported in Dime's Annual Report on Form 10-K for the year ended December 31, 2000 filed with the SEC under the Securities Exchange Act of 1934, as amended (ithe "Exchange Act"), accompanied by the audit report of KPMG LLP, independent auditors with respect to Dime, and (b) the Company unaudited consolidated statements of financial condition of Dime and (ii) its Subsidiaries as of March 31, 2000 and March 31, 2001, and the oil related unaudited consolidated statements of operations, stockholders equity and natural gas properties to be transferred to cash flows for the Company pursuant to three-month periods then ended, as reported in Dime's Quarterly Report on Form 10-Q for the Contribution Agreementperiod ended March 31, 2001, filed with the Commission as a part SEC under the Exchange Act. Each of the Registration Statementfinancial statements referred to in this Section 4.6 (including the related notes, where applicable) fairly present, and included the financial statements referred to in Section 7.10(a) hereof (including the related notes, where applicable) will fairly present when filed with the SEC (subject, in the Preliminary Prospectuscase of the unaudited statements, to normal recurring adjustments, none of which are expected to be material in nature or amount) the Prospectus results of the consolidated operations and changes in stockholders' equity and consolidated financial position of Dime and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth. Each of such financial statements (including the related notes, where applicable) complies, and the Time of Sale Prospectusfinancial statements referred to in Section 7.10(a) hereof (including the related notes, present fairly where applicable) will comply when filed with the SEC, in all material respects with applicable accounting requirements and with the financial condition published rules and regulations of the Company SEC with respect thereto and each of such financial statements (including the subsidiaries related notes, where applicable) has been, and the financial statements referred to in Section 7.10(a) (including the related notes, where applicable) will be when filed with the SEC, prepared in accordance with GAAP consistently applied during the periods involved, except in each case as indicated in such term is defined statements or in Rule 1-02 of Regulation S-X of the Commission) of the Company (eachnotes thereto or, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii)unaudited statements, after giving effect to consummation as permitted by Form 10-Q. The books and records of the Contribution Agreement)Dime and its Subsidiaries have been, and the statements of operationsare being, parent net investment maintained in all material respects in accordance with GAAP and cash flows of the oil any other applicable legal and natural gas properties to be transferred to the Company, for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved except to the extent disclosed in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) requirements and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet reflect only actual transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectus.

Financial Statements. The financial BCB has previously delivered to Pamrapo copies of the consolidated balance sheets of BCB and its Subsidiaries as of December 31 for the fiscal years 2008 and 2007, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for the fiscal years 2006 through 2008, inclusive, as reported in BCB’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 filed with the SEC under the Securities Exchange Act of 1934, as amended (i) the “Exchange Act”), in each case accompanied by the audit report of Xxxxx Xxxxxx Company and (ii) the oil and natural gas properties LLP, independent registered public accountants with respect to be transferred to the Company pursuant to the Contribution AgreementBCB, filed with the Commission SEC under the Exchange Act (collectively the “BCB Financial Statements”). The December 31, 2008 consolidated balance sheet of BCB (including the related notes, where applicable) fairly presents the consolidated financial position of BCB and its Subsidiaries as a part of the Registration Statementdate thereof, and included the other financial statements referred to in this Section 3.6 (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.7 hereof will fairly present (subject, in the Preliminary Prospectuscase of the unaudited statements, to recurring audit adjustments normal in nature and amount and the absence of footnotes), the Prospectus results of the consolidated operations and consolidated financial position of BCB and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply, and the Time of Sale Prospectusfinancial statements referred to in Section 6.7 hereof will comply, present fairly in all material respects with applicable accounting requirements and with the financial condition published rules and regulations of the Company SEC with respect thereto; and each of such statements (including the subsidiaries (related notes, where applicable) has been, and the financial statements referred to in Section 6.7 hereof will be, prepared in accordance with GAAP consistently applied during the periods involved, except as such term is defined indicated in Rule 1-02 of Regulation S-X of the Commission) of the Company (eachnotes thereto or, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii)unaudited statements, after giving effect to consummation as permitted by Form 10-Q. The books and records of the Contribution Agreement)BCB and its Subsidiaries have been, and the statements of operationsare being, parent net investment maintained in all material respects in accordance with GAAP and cash flows of the oil any other applicable legal and natural gas properties to be transferred to the Company, for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved except to the extent disclosed in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) requirements and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet reflect only actual transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectus.

Financial Statements. (a) The financial statements Company has previously made available to Buyer copies of (i) the consolidated balance sheets of Company and its Subsidiaries as of December 31 for the fiscal years 1997 and 1998, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1998, inclusive, as reported in the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1998 filed with the SEC under the Exchange Act, in each case accompanied by the audit report of Xxxxxx & Company, LLP, independent public accountants with respect to the Company, and (ii) the oil and natural gas properties to be transferred to the Company pursuant to the Contribution Agreement, filed with the Commission as a part unaudited consolidated statements of the Registration Statement, and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, present fairly in all material respects the financial condition of the Company and each its Subsidiaries as of June 30, 1999 and June 30, 1998 and the subsidiaries (related unaudited consolidated statements of operations and cash flows for the six-month periods then ended as such term is defined reported in Rule 1the Company's Quarterly Report on Form 10-02 of Regulation S-X of QSB for the Commission) period ended June 30, 1999 filed with the SEC under the Exchange Act. The December 31, 1998 consolidated balance sheet of the Company (eachincluding the related notes, a “Subsidiary,” where applicable) fairly presents the consolidated financial position of the Company and together, the “Subsidiaries”), if any, its Subsidiaries as of the date thereof, and at the dates indicated other financial statements referred to in this Section 4.6 (including the related notes, where applicable) fairly present (subject, in the case of clause (ii)the unaudited statements, after giving effect to consummation of the Contribution Agreementrecurring audit adjustments normal in nature and amount), and the financial statements of operationsto be filed with the SEC after the date hereof will fairly present (subject, parent net investment and cash flows in the case of the oil unaudited statements, to recurring audit adjustments normal in nature and natural gas properties amount), the results of the consolidated operations and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply, and the financial statements to be transferred filed with the SEC after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed with the CompanySEC after the date hereof will be, for prepared in accordance with GAAP consistently applied during the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved involved, except to the extent disclosed as indicated in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included thereto or, in the Registration Statementcase of unaudited statements, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All nonpermitted by Form 10-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectus.Q.

Financial Statements. True and complete copies of (a) the financial statements of the Acquired Company from inception until July 15, 2010 and the related balance sheet, statement of income and statement of changes in equity; (b) the financial statements of PRMC as at December 31 in each of the years 2008 and 2009 and the related statements of income and retained earnings for the years then ended; and (c) the financial statements consisting of the balance sheet of the PRMC as at June 30, 2010, and the related statements of income and retained earnings for the six-month period then ended. The financial statements of referred to in (ia), (b) the Company and (iic) above collectively referred to as the oil and natural gas properties to be transferred to the Company pursuant to the Contribution Agreement“Acquired Financial Statements”, filed with the Commission as a part all of the Registration Statement, and which are included in the Preliminary ProspectusSeller Disclosure Schedule. The Acquired Financial Statements are true, the Prospectus complete and the Time of Sale Prospectus, present fairly in all material respects the financial condition of the Company correct and each of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement), and the statements of operations, parent net investment and cash flows of the oil and natural gas properties to be transferred to the Company, for the periods specified; such financial statements have been prepared in conformity accordance with generally accepted accounting principles in the United States jurisdiction of America (“GAAP”) their respective place of incorporation applied on a consistent basis throughout the periods involved except to the extent disclosed involved, subject, in the case of interim financial statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes thereto. There are no financial statements (historical or pro forma) that are required to be included that, if presented, would not differ materially from those presented in the Registration Statement, annual financial statements). The Acquired Financial Statements are based on the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G books and records of the Commission) Acquired Company and ratios derived using non-GAAP its Subsidiary, and fairly present the financial measures contained condition of the Acquired Company and its Subsidiary as of the respective dates they were prepared and the results of the operations of the Acquired Company and its Subsidiary for the periods indicated. The balance sheets of the Acquired Company as of July 15, 2010 and its Subsidiary as of June 30, 2010 are referred to herein as the “Acquired Balance Sheet” and June 30, 2010 is referred to as the “Acquired Balance Sheet Date”. Each of the Acquired Company and its Subsidiary maintains a standard system of accounting established and administered in accordance with generally accepted accounting principles in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time jurisdiction of Sale Prospectus have been presented in compliance with Item 10 their respective place of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectusincorporation.

Financial Statements. The financial statements (a) Section 4.09(a) of the Company Disclosure Schedule sets forth true, correct and complete copies of: (i) the Company audited consolidated balance sheet of Sub-Aggregator as of December 31, 2021 (the “Balance Sheet”) and the related audited, consolidated statement of operations and comprehensive loss, consolidated statement of deficit and consolidated statement of cash flows for the fiscal year ended December 31, 2021; (ii) the oil audited consolidated balance sheet of Sub-Aggregator as of December 31, 2020 and natural gas properties to be transferred to the Company pursuant to related audited, consolidated statement of operations and comprehensive loss, consolidated statement of deficit and consolidated statement of cash flows for the Contribution Agreementfiscal year ended December 31, filed with 2020; and (iii) the Commission unaudited condensed consolidated balance sheet of Sub-Aggregator as a part of June 30, 2022 and the Registration Statementrelated unaudited condensed consolidated statement of operations and comprehensive income, unaudited condensed consolidated statement of equity (deficit) and included in unaudited condensed consolidated statement of cash flows of Sub-Aggregator for the Preliminary Prospectussix-months ended June 30, 2022 (clauses (i), (ii) and (iii), collectively, including the related notes and schedules thereto, the Prospectus and the Time of Sale Prospectus, “Financial Statements”). The Financial Statements fairly present fairly in all material respects the financial condition of the Company and each of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (eachrespects, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement), and the statements of operations, parent net investment and cash flows of the oil and natural gas properties to be transferred to the Company, for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) GAAP applied on a consistent basis throughout the periods involved (except to the extent disclosed as may be indicated in the notes thereto. There are no thereto or, with respect to the unaudited financial statements (historical or pro forma) that are required to be included statements, for normal and recurring year-end adjustments), the consolidated financial position of Sub-Aggregator, as of the dates thereof and its consolidated results of operations and cash flows for the periods then ended, and in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G case of the Commission) and ratios derived using non-GAAP financial measures contained Financial Statements in clause (iii), with the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K exception of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus absence of recurring normal audit adjustments and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) certain notes or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectustextual disclosures required under GAAP.

Financial Statements. The Borrower shall furnish, or cause to be furnished, to the Administrative Agent: (i) within one hundred twenty (120) days after the close of each fiscal year, the consolidated audited year-end financial statements of Borrower and its Subsidiaries prepared by Borrower’s outside Auditors as of the end of such fiscal year, including a balance sheet and related statements of operations, equity and cash flows; (ii) within forty-five (45) days after the first three fiscal quarters of each fiscal year, the internally-prepared, consolidated unaudited quarterly financial statements of Borrower and its Subsidiaries containing substantially the same information required in (i) above; (iii) with the Company financial statements provided pursuant to subparagraphs (i) and (ii) above, a statement in reasonable detail (each a “Compliance Certificate”), signed by a Responsible Officer of the oil Borrower (A) showing the calculations used in determining the Borrower’s compliance with each of the financial covenants contained in Section 7.01(q) of this Agreement and natural gas properties (B) stating that there occurred no Default or Event of Default as of such period or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default; and (iv) such other information regarding the operations, business affairs and financial condition of any Loan Party as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request. Such financial statements shall be prepared in accordance with GAAP consistently applied. Documents required to be transferred delivered pursuant to this Section 7.01(a) (to the Company pursuant to the Contribution Agreement, extent any such documents are included in materials otherwise filed with the Commission as SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (a) on which the Borrower posts such documents, or provides a part link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 2; or (b) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall notify the Administrative Agent of the Registration Statementposting of any such documents and the Administrative Agent shall be able to confirm receipt. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and included in any event shall have no responsibility to monitor compliance by the Preliminary ProspectusBorrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED, MARKED WITH “[*]” AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. The Borrower hereby acknowledges that (A) the Prospectus and Administrative Agent and/or an Affiliate thereof may, but shall not be obligated to, make available to the Time of Sale Prospectus, present fairly in all material respects the financial condition Lenders materials and/or information provided by or on behalf of the Company Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak, ClearPar or another similar electronic system (the “Platform”) and each (B) certain of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company Lenders (each, a “SubsidiaryPublic Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (1) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (2) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, any Affiliate thereof, any arranger and together, the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States federal and state securities laws; (3) all Borrower Materials marked “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii), after giving effect PUBLIC” are permitted to consummation be made available through a portion of the Contribution Agreement), Platform designated “Public Side Information;” and (4) the statements of operations, parent net investment Administrative Agent and cash flows of the oil any Affiliate thereof and natural gas properties any arranger shall be entitled to be transferred to the Company, for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved except to the extent disclosed in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus treat any Borrower Materials that are not included marked “PUBLIC” as required. All non-GAAP financial measures (as defined in Regulation G being suitable only for posting on a portion of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is Platform not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectusdesignated “Public Side Information.”

Financial Statements. The financial Bancorp has previously delivered to CBI copies of (a) the consolidated balance sheets of Bancorp and its Subsidiaries as of December 31, for the fiscal years 1993 and 1994, and the related consolidated statements of (i) income, changes in shareholders' equity and cash flows for the Company and (ii) fiscal years 1992 through 1994, inclusive, as reported in Bancorp's Annual Report on Form 10-K for the oil and natural gas properties to be transferred to the Company pursuant to the Contribution Agreementfiscal year ended December 31, 1994, filed with the Commission SEC under the Exchange Act, in each case accompanied by the audit report of Deloitte & Touche LLP, independent auditors with respect to Bancorp, (b) the unaudited consolidated balance sheet of Bancorp and its subsidiaries as a part of December 31, 1995, and the related consolidated statements of income, cash flows, and changes in shareholders' equity for the fiscal year ended December 31, 1995, substantially in the form that is proposed to be reported in Bancorp's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, filed with the SEC under the Exchange Act, and (c) the unaudited consolidated balance sheets of Bancorp and its Subsidiaries as of September 30, 1995, and September 30, 1994, and the related unaudited consolidated statements of income, cash flows and changes in shareholders' equity for the nine months then ended as reported in Bancorp's Quarterly Report on Form 10-Q for the period ended September 30, 1995, filed with the SEC under the Exchange Act. The financial statements referred to in this Section 4.6 (including the related notes, where applicable) fairly present (subject, in the case of the Registration Statementunaudited statements, to recurring audit adjustments normal in nature and included in the Preliminary Prospectusamount), the Prospectus results of the consolidated operations and changes in shareholders' equity and consolidated financial position of Bancorp and its Subsidiaries for the Time respective fiscal periods or as of Sale Prospectusthe respective dates therein set forth; each of such statements (including the related notes, present fairly where applicable) complies in all material respects with applicable accounting requirements and with the financial condition published rules and regulations of the Company SEC with respect thereto, and each of such statements (including the subsidiaries (related notes, where applicable) has been prepared in accordance with GAAP consistently applied during the periods involved, except in each case as indicated in such term is defined statements or in Rule 1-02 of Regulation S-X of the Commission) of the Company (eachnotes thereto or, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii)unaudited quarterly statements, after giving effect as permitted by Form 10-Q. The allowances for credit losses contained in the financial statements referred to consummation in this Section 4.6 were adequate as of their respective dates to absorb reasonably anticipated losses in the loan portfolio of Bancorp and its Subsidiaries in view of the Contribution Agreement)size and character of such portfolio, the current economic conditions, and the statements of operations, parent net investment other pertinent factors and cash flows of the oil and natural gas properties to be transferred no facts have subsequently come to the Companyattention of management of Bancorp that would cause management to restate in any material way the level of such allowance for credit losses. With respect to other real estate owned by Bancorp and its Subsidiaries, the value attributed thereto for the periods specified; purposes of compiling such financial statements have been prepared in conformity with generally accepted accounting principles in does not exceed the United States aggregate fair market value of America (“GAAP”) applied on a consistent basis throughout the periods involved except to the extent disclosed in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included such real estate as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained date of acquisition of such real estate or as subsequently reduced, all in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance accordance with Item 10 of Regulation S-K regulations of the Commissionapplicable Regulatory Agencies. Except as disclosed The books and records of Bancorp and its Subsidiaries have been, and are being, maintained in the Preliminary Prospectus, the Prospectus all material respects in accordance with GAAP and the Time of Sale Prospectus, the Company is not party to any off-balance sheet other applicable legal and accounting requirements and reflect only actual transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectus.

Financial Statements. The Parent has previously made available to Parent copies of (a) the consolidated balance sheet of the Parent and its Subsidiaries as of December 31 for the fiscal year 2002, and the related consolidated statements of income, shareholders’ equity and cash flows for the fiscal years 2001 and 2002, accompanied by the audit report of PricewaterhouseCoopers LLP, independent public accountants with respect to the Parent (the “2002 Parent Audited Financial Statements”) and (b) the consolidated balance sheet of the Parent and its Subsidiaries as of September 30, 2003, and the related consolidated statements of income, shareholders’ equity and cash flows for the nine-month period then ended (the “September 30 Parent Unaudited Financial Statements”). The December 31, 2002 and September 30, 2003 consolidated balance sheets of the Parent (including the related notes, where applicable) fairly present the consolidated financial position of the Parent and its Subsidiaries as of the date thereof, and the other financial statements of referred to in this Section 5.6 (iincluding the related notes, where applicable) fairly present, and the Company and (ii) the oil and natural gas properties financial statements to be transferred to the Company pursuant to the Contribution Agreement, filed with the Commission as a part of SEC after the Registration Statementdate hereof will fairly present (subject, and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, present fairly in all material respects the financial condition of the Company and each of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (iieach of the unaudited statements, to recurring audit adjustments normal in nature and amount), after giving effect to consummation the results of the Contribution Agreement)consolidated operations and consolidated financial position of the Parent and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements of operationsto be filed with the SEC after the date hereof will comply, parent net investment in all material respects, with applicable accounting requirements and cash flows with the published rules and regulations of the oil SEC with respect thereto; and natural gas properties each of such statements (including the related notes, where applicable) has been, and the financial statements to be transferred to filed with the CompanySEC after the date hereof will be, for prepared in accordance with GAAP consistently applied during the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved involved, except to the extent disclosed as indicated in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included thereto or, in the Registration Statementcase of unaudited statements, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All nonpermitted by Form 10-GAAP financial measures (as defined in Regulation G Q of the Commission) SEC. The books and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K records of the Commission. Except as disclosed Parent and its Subsidiaries have been, and are being, maintained in the Preliminary Prospectus, the Prospectus accordance with GAAP and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public applicable legal and accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectusrequirements.

Financial Statements. The financial statements There has been furnished to the Administrative Agent and each of the Banks (ia) a consolidated balance sheet of the Company as at December 31, 2021, and a consolidated statement of income and cash flow of the Company for the fiscal year then ended, certified by the Company’s independent certified public accountants, and (b) unaudited interim condensed consolidated balance sheets of the Company and (ii) the oil Consolidated Subsidiaries as at June 30, 2022, and natural gas properties to be transferred interim condensed consolidated statements of income and of cash flow of the Company and the Consolidated Subsidiaries for the respective fiscal periods then ended and as set forth in the Company’s Quarterly Reports on Form 10-Q for such fiscal quarters. With respect to the Company pursuant to the Contribution Agreementfinancial statement prepared in accordance with clause (a) above, filed such balance sheet and statement of income have been prepared in accordance with the Commission as a part of the Registration Statement, GAAP and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, present fairly in all material respects the financial condition position of the Company and each the Consolidated Subsidiaries as at the close of business on the respective dates thereof and the results of operations of the subsidiaries Company and the Consolidated Subsidiaries for the fiscal periods then ended; or, in the case of the financial statements referred to in clause (as such term is defined b), have been prepared in a manner consistent with the accounting practices and policies employed with respect to the audited financial statements reported in the Company’s most recent Form 10-K filed with the Securities and Exchange Commission and prepared in accordance with Rule 110-02 01 of Regulation S-X of the Securities and Exchange Commission, and contain all adjustments necessary for a fair presentation of (A) the results of operations of the Company for the periods covered thereby, (each, a “Subsidiary,” and together, B) the “Subsidiaries”), if any, as financial position of and the Company at the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement)date thereof, and (C) the statements of operations, parent net investment and cash flows of the oil and natural gas properties Company for periods covered thereby (subject to be transferred to the Company, for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved except to the extent disclosed in the notes theretoyear-end adjustments). There are no financial statements (historical or pro forma) that are required to be included in contingent liabilities of the Registration Statement, the Preliminary Prospectus, the Prospectus Company or the Time Consolidated Subsidiaries as of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G such dates involving material amounts, known to the executive management of the CommissionCompany that (aa) and ratios derived using non-should have been disclosed in said balance sheets or the related notes thereto in accordance with GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K rules and regulations of the Securities and Exchange Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is (bb) were not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectusso disclosed.

Financial Statements. The financial statements of (i) the Company and (ii) the oil and natural gas properties to be transferred Parent has previously made available to the Company pursuant copies of (a) the consolidated balance sheet of the Parent and its Subsidiaries as of December 31 for the fiscal year 2009, and the related consolidated statements of income, shareholders’ equity and cash flows for the fiscal years 2008 and 2009, accompanied by the audit report of PricewaterhouseCoopers LLP, independent public accountants with respect to the Contribution AgreementParent (the “2009 Parent Audited Financial Statements”) and (b) the consolidated balance sheet of the Parent and its Subsidiaries as of December, 31, 2010, and the related consolidated statements of income and shareholders’ equity for the year then ended (the “2010 Parent Unaudited Financial Statements”) (for the purposes of this Section 5.7, references to the 2010 Parent Unaudited Financial Statements shall be deemed to be exclusive of any related notes thereto). Each of the December 31, 2009 and December 31, 2010 consolidated balance sheets of the Parent (including the related notes, where applicable) fairly present the consolidated financial position of the Parent and its Subsidiaries as of the date of such balance sheet, and the other financial statements referred to in this Section 5.7 (including the related notes, where applicable) fairly present, and the financial statements to be filed with the Commission as a part of SEC after the Registration Statementdate hereof will fairly present (subject, and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, present fairly in all material respects the financial condition of the Company and each of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (iieach of the unaudited statements, to recurring audit adjustments normal in nature and amount), after giving effect to consummation the results of the Contribution Agreement)consolidated operations and consolidated financial position of the Parent and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements of operationsto be filed with the SEC after the date hereof will comply, parent net investment in all material respects, with applicable accounting requirements and cash flows with the published rules and regulations of the oil SEC with respect thereto; and natural gas properties each of such statements (including the related notes, where applicable) has been, and the financial statements to be transferred to filed with the CompanySEC after the date hereof will be, for prepared in accordance with GAAP consistently applied during the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved involved, except to the extent disclosed as indicated in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included thereto or, in the Registration Statementcase of unaudited statements, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All nonpermitted by Form 10-GAAP financial measures (as defined in Regulation G Q of the Commission) SEC. The books and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K records of the Commission. Except as disclosed Parent and its Subsidiaries have been, and are being, maintained in the Preliminary Prospectus, the Prospectus accordance with GAAP and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public applicable legal and accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectusrequirements.

Financial Statements. The financial Ventures has delivered to Purchaser (a) the consolidated balance sheets of Ventures as of December 31, 1997, 1996 and 1995 and the related consolidated statements of income, stockholders' equity and cash flows for the years then ended, accompanied in each case by the opinion thereon of KPMG Peat Marwick LLP, independent public accountants, and (ib) the Company unaudited consolidated balance sheet of Ventures (the "Unaudited Balance Sheet") as of August 31, 1998 (the "Balance Sheet Date") and the related unaudited consolidated statements of income, stockholders' equity and cash flows for the eight months then ended (ii) such financial statements, including the oil and natural gas properties notes thereto, hereinafter being referred to be transferred to as the Company pursuant to the Contribution Agreement, filed with the Commission "Financial Statements"). The Financial Statements are attached hereto as a part Schedule 2.8. All of the Registration Statement, Financial Statements have been prepared from the books and included records of Ventures and have been prepared in the Preliminary Prospectus, the Prospectus accordance with GAAP and the Time of Sale Prospectus, present fairly in all material respects the consolidated financial condition position of Ventures as of the Company and each of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement), thereof and the statements consolidated results of operations, parent net investment and cash flows of the oil and natural gas properties to be transferred to the Company, its operations for the periods specified; such then ended, except that the unaudited financial statements have been were prepared on an interim basis, are subject to normal year-end adjustments and do not contain all the footnote disclosures required by GAAP consistently applied. None of the Wired Companies has any debts, obligations, guaranties of the obligations of others or liabilities of the type required to be disclosed in a balance sheet prepared in conformity accordance with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved except to the extent disclosed in GAAP or the notes thereto. There are no financial statements , except for (historical a) debts, obligations, guaranties and liabilities reflected or pro forma) that are required to be included reserved against in the Registration StatementUnaudited Balance Sheet, the Preliminary Prospectus(b) debts, the Prospectus obligations, guaranties and liabilities referred to in this Agreement or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G any of the Commission) and ratios derived using non-GAAP financial measures contained Schedules hereto or in any of the documents or other materials identified in the Registration Statement and included Schedules hereto (excluding obligations or liabilities arising from the breach or violation of the documents or other materials identified in the Preliminary ProspectusSchedules, unless such obligations or liabilities are specifically identified in the Prospectus Schedules), (c) debts, obligations, guaranties and liabilities incurred or entered into in the ordinary course of business after the Balance Sheet Date, and (d) debts, obligations and liabilities directly or indirectly relating to this Agreement and the Time of Sale Prospectus have been presented other agreements and instruments being executed and delivered in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus connection herewith and the Time of Sale Prospectus, the Company is not party transactions referred to any off-balance sheet transactions, arrangements, obligations herein and therein (including contingent obligations) or obligations to pay legal, accounting and investment banker fees and other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes amounts in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectusconnection therewith).

Financial Statements. The financial statements of (ia) the Company and (ii) the oil and natural gas properties to be transferred Parent has previously made available to the Company pursuant to copies of (a) the Contribution Agreementconsolidated statements of financial condition of Parent and its Subsidiaries as of December 31, filed with the Commission as a part of the Registration Statement2023 and 2022, and included the related consolidated statements of income, changes in shareholders' equity and cash flows for the Preliminary Prospectusfiscal years ended December 31, 2023, 2022 and 2021, in each case accompanied by the Prospectus and audit report of Cxxxx LLP, independent public accountants with respect to Parent, (b) the Time notes related thereto, (c) the unaudited consolidated statement of Sale Prospectus, present fairly in all material respects the financial condition of the Company and its Subsidiaries as of June 30, 2024 and the related unaudited consolidated statements of income and cash flows for the six months ended June 30, 2024 and 2023 and (d) the notes related thereto (collectively, the “Parent Financial Statements”). The consolidated statements of financial condition of Parent (including the related notes, where applicable) included within the Parent Financial Statements fairly present in all material respects, and the consolidated statements of financial condition of the Parent (including the related notes, where applicable) to be included or incorporated by reference in the S-4 will fairly present in all material respects, the consolidated financial position of Parent and its Subsidiaries as of the dates thereof, and the consolidated statements of income, changes in shareholders' equity and cash flows (including the related notes, where applicable) included within the Parent Financial Statements fairly present in all material respects, and the consolidated statements of income, changes in shareholders' equity and cash flows of Parent (including the related notes, where applicable) to be included or incorporated by reference in the S-4 will fairly present in all material respects, the consolidated results of operations, changes in shareholders’ equity and cash flows and the consolidated financial position of the Parent and its Subsidiaries for the respective fiscal periods therein set forth; each of the subsidiaries Parent Financial Statements (as including the related notes, where applicable) complies, and each of such term is defined consolidated financial statements (including the related notes, where applicable) to be included or incorporated by reference in Rule 1-02 the S-4 will comply, with accounting requirements applicable to financial statements to be included or incorporated by reference in the S-4 and with the published rules and regulations of the SEC with respect thereto, including without limitation Regulation S-X X; and each of the CommissionParent Financial Statements (including the related notes, where applicable) has been, and each of such consolidated financial statements (including the Company (eachrelated notes, a “Subsidiary,” and togetherwhere applicable) to be included or incorporated by reference in the S-4 will be, prepared in accordance with GAAP consistently applied during the “Subsidiaries”)periods involved, if anyexcept, as of and at the dates indicated (in the case of clause (ii)unaudited statements, after giving effect as permitted by the SEC with respect to consummation financial statements included on Form 10-Q. The books and records of the Contribution Agreement)Parent and its Subsidiaries have been, and the statements of operationsare being, parent net investment maintained in accordance with GAAP and cash flows of the oil any other applicable legal and natural gas properties to be transferred to the Companyaccounting requirements, for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved except to the extent disclosed in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet reflect only actual transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectus.

Financial Statements. The financial (a) Company has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed or furnished by Company with the SEC since Company’s formation under the Exchange Act or the Securities Act, together with any amendments, restatements or supplements thereto, and will use commercially reasonable efforts to file all such forms, reports, schedules, statements and other documents required to be filed subsequent to the date of this Agreement. Company has made available to the Parent true and complete copies in the form filed with the SEC of all of the following, except to the extent available in full without redaction on the SEC’s website through XXXXX for at least two (2) Business Days prior to the date of this Agreement: (i) Company’s Annual Reports on Form 10-K for each fiscal year of Company beginning with the first year that Company and was required to file such a form, (ii) Company’s Quarterly Reports on Form 10-Q for each fiscal quarter of Company beginning with the oil first quarter Company was required to file such a form, (iii) all proxy statements relating to Company’s meetings of shareholders (whether annual or special) held, and natural gas properties all information statements relating to be transferred shareholder consents, since the beginning of the first fiscal year referred to in clause (i) above, (iv) its Form 8-Ks filed since the beginning of the first fiscal year referred to in clause (i) above, and (v) all other forms, reports, registration statements and other documents (other than preliminary materials if the corresponding definitive materials have been provided to the Company pursuant to the Contribution Agreement, this Section 4,9) filed by Company with the Commission SEC since Company’s formation (the forms, reports, registration statements and other documents referred to in clauses (i) through (iv) above, whether or not available through XXXXX, collectively, as they have been amended, revised or superseded by a part of the Registration Statement, and included in the Preliminary Prospectuslater filing, the Prospectus and “Company SEC Documents”). The Company has also delivered to Parent the Time of Sale Prospectus, present fairly in all material respects the financial condition unaudited consolidated balance sheet of the Company and each of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii)December 31, after giving effect to consummation of the Contribution Agreement), 2023 and the related statements of operations, parent net investment changes in stockholders’ equity and cash flows of the oil and natural gas properties to be transferred to the Company, for the periods specified; such twelve-month period ended December 31, 2023 2022 (the “Unaudited Financial Statements” and, together with the financial statements included in the Company SEC Documents, the “Company Financial Statements”). The Company Financial Statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) U.S. GAAP applied on a consistent basis throughout and in accordance with the periods involved except to the extent disclosed in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G requirements of the Commission) and ratios derived using non-GAAP financial measures contained Public Company Accounting Oversight Board for public companies. The Company Financial Statements fairly present, in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a all material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or auditedrespects, the financial statements or other financial data filed with the Commission as a part position of the Registration Statement Company as of the dates thereof and included the results of operations of the Company for the periods reflected therein. The Company Financial Statements were prepared from the Books and Records of the Company in all material respects. Since December 31, 2023 (the “Balance Sheet Date”), except as required by applicable Law or U.S. GAAP, there has been no change in any accounting principle, procedure or practice followed by the Company or in the Preliminary Prospectusmethod of applying any such principle, the Prospectus and Time of Sale Prospectusprocedure or practice.

Financial Statements. The financial statements Company has previously made available to Parent and to SRH copies of (ia) the consolidated balance sheets of the Company and its Subsidiaries as of December 31, 1997 and December 31, 1998, (iib) the oil related consolidated statements of income, changes in stockholders' equity and natural gas properties to be transferred to cash flows for the Company pursuant to fiscal years 1996 through 1998, inclusive, as reported in the Contribution AgreementCompany's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, filed with the Commission SEC under the Securities Exchange Act of 1934, as a part amended (the "Exchange Act"), in each case accompanied by the audit report of the Registration StatementCompany's independent public accountants, and (c) the unaudited consolidated interim financial statements of the Company included in the Preliminary Prospectusdraft provided to Parent prior to the date hereof of the financial statements to be included in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1999 (excluding notes, the Prospectus and "Draft Company Financial Statements"). The financial statements referred to in the Time of Sale Prospectuspreceding sentence (including the related notes, where applicable) fairly present fairly in all material respects the consolidated financial condition position of the Company and each its consolidated Subsidiaries for the respective fiscal periods or as of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of respective dates therein set forth, and any financial statements filed by the Company with the SEC under the Exchange Act after the date of this Agreement (eachincluding the related notes, a “Subsidiary,” and togetherwhere applicable) will fairly present in all material respects (including the related notes, the “Subsidiaries”)where applicable) (subject, if any, as of and at the dates indicated (in the case of clause (ii)the unaudited statements, after giving effect to consummation recurring audit adjustments normal in nature and amount) the results of the Contribution Agreement), consolidated operations and the statements of operations, parent net investment changes in stockholders' equity and cash flows consolidated financial position of the oil Company and natural gas properties to be transferred to the Company, its Subsidiaries for the respective fiscal periods specifiedor as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply (and, in the case of the financial statements have filed after the date of this Agreement, will comply) in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been prepared (and, in conformity the case of the financial statements filed after the date of this Agreement, will be prepared) in all material respects in accordance with United States generally accepted accounting principles in the United States of America (“"GAAP”") or regulatory accounting principles, as applicable, consistently applied on a consistent basis throughout during the periods involved except to the extent disclosed involved, except, in each case, as indicated in such statements or in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G The books and records of the Commission) Company and ratios derived using non-its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP financial measures contained in the Registration Statement or regulatory accounting principles, as applicable, and included in the Preliminary Prospectus, the Prospectus any other applicable legal and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectusrequirements.

Financial Statements. The financial statements Seller has made available to the Parent copies of the (i) audited consolidated balance sheets of the Company Seller and its subsidiaries as of December 31, 2005, December 31, 2004 and December 31, 2003, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for the fiscal years 2003 through 2005, inclusive, accompanied by the audit report of Ernst & Young LLP, independent public accountants for the Seller, and (ii) the oil unaudited consolidated balance sheet of Seller as of September 30, 2006 and natural gas properties to be transferred to the Company pursuant to related unaudited consolidated statement of income and statement of cash flows for the Contribution Agreementnine-month period ended September 30, filed with 2006 (the Commission as a part ‘‘Unaudited Balance Sheet’’). The December 31, 2005 audited consolidated balance sheet of the Registration Statement, Seller and included in its subsidiaries and the Preliminary ProspectusUnaudited Balance Sheet (collectively, the Prospectus ‘‘Seller Balance Sheet’’) (including the related notes, where applicable) and the Time other financial statements of Sale Prospectusthe Seller referred to in this Section 5.5 (including the related notes, where applicable) present fairly fairly, in all material respects respects, and the financial condition statements to be included in any reports or statements (including reports on Forms 10-Q and 10-K) to be filed by the Seller with the SEC after the date hereof will present fairly, in all material respects, the consolidated financial position and results of the Company consolidated operations and cash flows and changes in stockholders’ equity of the Seller and its subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; and each of such statements (including the subsidiaries related notes, where applicable) has been and will be prepared in accordance with GAAP, except as otherwise set forth in the notes thereto (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (eachsubject, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (iiunaudited interim statements, to normal year-end adjustments), after giving effect to consummation . Each of the Contribution Agreement)consolidated financial statements of the Seller and its subsidiaries, including, in each case, the notes thereto, made available to Parent comply, and the financial statements of operations, parent net investment and cash flows of the oil and natural gas properties to be transferred to the Company, for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved except to the extent disclosed in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part SEC by the Seller after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale ProspectusSEC with respect thereto.

Financial Statements. The Lockheed Xxxxxx shall, at Lockheed Xxxxxx'x expense, furnish and shall cause its independent accountants for the Communications Systems Business Unit to audit and furnish their opinion thereon not later than March 28, 1997, financial statements of (i) for such Business Unit for the Company years ended December 31, 1996, December 31, 1995 and (ii) December 31, 1994 prepared in accordance with GAAP applied consistently throughout the oil and natural gas properties to be transferred to periods covered thereby in a form meeting the Company pursuant to the Contribution Agreement, filed with the Commission as a part of the Registration Statement, and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, present fairly in all material respects the financial condition of the Company and each of the subsidiaries (as such term is defined in Rule 1-02 requirements of Regulation S-X of the Commission) Securities Act, and, consistent with appropriate terms and conditions and upon receipt of appropriate management representation letters, to furnish the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as consent of and at the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement), and the statements of operations, parent net investment and cash flows of the oil and natural gas properties to be transferred such independent accountants to the Company, for the periods specified; inclusion of their report on such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved except to the extent disclosed in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included in any registration statement of Newco under the Registration StatementSecurities Act and any amendments thereto or in any offering memoranda in connection with an offering of securities exempt from registration under the Securities Act, and to provide comfort letters in customary form in connection therewith; and for the Preliminary Prospectuspurposes of assisting Newco with any such registration statement and subsequent reporting requirements under the Securities Act of 1934, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G amended, Lockheed Xxxxxx will deliver to Newco unaudited income statements and balance sheets of the Commission) Communications Systems Business Unit for each 1996 calendar quarter and ratios derived using non-GAAP each 1997 calendar quarter completed prior to or on the Closing Date. The financial measures contained statements and schedules described in the Registration Statement preceding sentence for the first quarter of 1997 and included 1996, respectively, will be provided by May 10, 1997. To the extent required, each subsequent 1997 quarter's financial statements and schedules (together with the corresponding 1996 quarter's financial statements) shall be delivered to Newco by Lockheed Xxxxxx within 40 days after the last day of such quarter. The parties acknowledge and agree that time is of the essence in the Preliminary Prospectus, performance of this Section 7.09 and Lockheed Xxxxxx shall provide Newco unaudited financial information with respect to the Prospectus Communications Systems Business Unit for the years 1993 and 1992 meeting the Time requirements of Sale Prospectus have been presented in compliance with Item 10 301 of Regulation S-K (Selected Financial Data) of the CommissionSecurities Act by April 4, 1997. Except as disclosed in Lockheed Xxxxxx acknowledges that Newco's independent accountants will be performing the Preliminary Prospectusaudit of the combined financial statements of the Business for the year ended December 31, 1996 (and, if required by applicable SEC regulations, for the Prospectus period from January 1, 1997 to the Closing Date), and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s combined financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge statements of the CompanyWideband Systems Business Unit and the Products Group of the Business for the three months ended March 31, no person who has been suspended or barred from being associated 1996 and the years ended December 31, 1995 and December 31, 1994. Lockheed Xxxxxx agrees to cooperate and cause its independent accountants to cooperate with Newco's independent accountants, and provide such reasonable representation letters of Lockheed Xxxxxx'x management to Newco's independent accountants in a registered public accounting firm, or who has failed form appropriate to comply with any sanction pursuant enable such accountants to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, issue an opinion on the financial statements or other financial data filed they are auditing in accordance with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectusprofessional standards.

Financial Statements. The financial statements (a) True and complete copies of (i) the unaudited consolidated balance sheet of the Company for each of the three (3) fiscal years ended December 31, 2016, December 31, 2017 and December 31, 2018, and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), (ii) the oil unaudited consolidated balance sheet of the Company as of March 31, 2019 and natural gas properties June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to be transferred herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company pursuant as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”), will be delivered to the Contribution AgreementPurchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, filed as applicable, prepared in accordance with the Commission as a part books of account and other financial records of the Registration StatementGroup Companies in all material respects, and included in the Preliminary Prospectus(B) present or will present, the Prospectus and the Time of Sale Prospectusas applicable, present fairly in all material respects the consolidated financial condition and results of operations of the Group Companies as of the dates thereof and for the periods covered thereby, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Company Group Companies and each the results of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X operations of the Commission) Group Companies as of the Company (each, a “Subsidiary,” dates thereof and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement), and the statements of operations, parent net investment and cash flows of the oil and natural gas properties to be transferred to the Company, for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved except to the extent disclosed in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectuscovered thereby.

Financial Statements. (a) The financial statements Company has previously made available to Parent copies of (ia) the Company and (ii) the oil and natural gas properties to be transferred to the Company pursuant to the Contribution Agreement, filed with the Commission as a part of the Registration Statement, and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, present fairly in all material respects the financial condition consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2023 and 2022, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for the fiscal years ended December 31, 2023 and 2022, in each case accompanied by the audit report of Cxxxx LLP (the “Accounting Firm”), independent public accountants with respect to the Company, (b) the notes related thereto, (c) the unaudited consolidated balance sheets of the subsidiaries Company and its Subsidiaries as of June 30, 2024 and the related unaudited consolidated statements of income and cash flows for the six months ended June 30, 2024 and 2023 and (as such term is defined in Rule 1-02 of Regulation S-X of d) the Commission) notes related thereto (collectively, the “Company Financial Statements”). The consolidated balance sheets of the Company (eachincluding the related notes, a “Subsidiary,” and together, where applicable) included within the “Subsidiaries”), if any, as of and at the dates indicated (Company Financial Statements fairly present in the case of clause (ii), after giving effect to consummation of the Contribution Agreement)all material respects, and the consolidated balance sheets of the Company (including the related notes, where applicable) to be included or incorporated by reference in the S-4 will fairly present in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the dates thereof, and the consolidated statements of operationsincome, parent net investment changes in stockholders’ equity and cash flows (including the related notes, where applicable) included within the Company Financial Statements fairly present in all material respects, and the consolidated statements of income, changes in stockholders’ equity and cash flows of the oil and natural gas properties to be transferred to Company (including the Companyrelated notes, for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”where applicable) applied on a consistent basis throughout the periods involved except to the extent disclosed in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration StatementS-4 will fairly present in all material respects, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, consolidated results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge changes in stockholders’ equity and cash flows of the CompanyCompany and its Subsidiaries for the respective fiscal periods therein set forth; each of the Company Financial Statements (including the related notes, no person who has been suspended or barred from being associated with a registered public accounting firmwhere applicable) complies, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the and each of such consolidated financial statements (including the related notes, where applicable) to be included or other financial data incorporated by reference in the S-4 to be filed with the Commission as a part SEC pursuant to this Agreement will comply, with accounting requirements applicable to financial statements to be included or incorporated by reference in the S-4 and with the published rules and regulations of the Registration Statement SEC with respect thereto, including without limitation Regulation S-X; and each of the Company Financial Statements (including the related notes, where applicable) has been, and each of such consolidated financial statements (including the related notes, where applicable) to be included or incorporated by reference in the Preliminary ProspectusS-4 will be, prepared in accordance with GAAP consistently applied during the Prospectus periods involved, except, in the case of unaudited statements, as permitted by the SEC with respect to financial statements included on Form 10-Q. The books and Time records of Sale Prospectusthe Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements, and reflect only actual transactions.

Financial Statements. The financial statements Parent has previously made available to the Company copies of (i) the Company consolidated balance sheets of Parent and its Subsidiaries as of December 31, 2002 and 2003, and the related consolidated statements of operations, changes in shareholders’ equity and cash flows for the fiscal years 2001 through 2003, inclusive, as included in Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 filed with the SEC under the Exchange Act, accompanied by the audit report of Xxxxx Xxxxxxxx LLP, independent public accountants with respect to Parent, and (ii) the oil unaudited consolidated balance sheets of Parent and natural gas properties to be transferred to its Subsidiaries as of September 30, 2004 and the Company pursuant to related unaudited consolidated statements of operations, cash flows and changes in shareholders’ equity for the Contribution Agreementthree- and nine-month periods then ended as included in Parent’s Quarterly Report on Form 10-Q for the period ended September 30, 2004 filed with the Commission SEC under the Exchange Act. The December 31, 2003 consolidated balance sheet of Parent (including the related notes, where applicable) fairly presents the consolidated financial position of Parent and its Subsidiaries as a part of the Registration Statementdate thereof, and included the other financial statements referred to in this Section 5.02(f) (including the Preliminary Prospectusrelated notes, the Prospectus where applicable) fairly present, and the Time financial statements to be filed by Parent with the SEC after the date of Sale Prospectusthis Agreement will fairly present (subject, present fairly in all material respects the financial condition of the Company and each of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (iithe unaudited statements, to recurring audit adjustments normal in nature and amount), after giving effect to consummation the results of the Contribution Agreement)consolidated operations and consolidated financial position of Parent and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of operationsthis Agreement will comply, parent net investment with applicable accounting requirements and cash flows with the published rules and regulations of the oil SEC with respect thereto; and natural gas properties each of such statements (including the related notes, where applicable) has been, and the financial statements to be transferred to filed by Parent with the CompanySEC after the date of this Agreement will be, for prepared in accordance with GAAP consistently applied during the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved involved, except to the extent disclosed as indicated in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included thereto or, in the Registration Statementcase of unaudited statements, the Preliminary Prospectus, the Prospectus as permitted by Form 10-Q. Xxxxx Xxxxxxxx LLP has not resigned or the Time been dismissed as independent public accountants of Sale Prospectus that are not included Parent as required. All non-GAAP financial measures (as defined a result of or in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply connection with any sanction pursuant to Rule 5300 promulgated by the PCAOBdisagreements with Parent on a matter of accounting principles or practices, has participated in financial statement disclosure or otherwise aided the preparation of, auditing scope or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectusprocedure.

Financial Statements. The financial statements of Xxxxx Fargo has previously made available to Norwest copies (i) of the Company consolidated balance sheets of Xxxxx Fargo and its Subsidiaries as of December 31, for the fiscal years 1996 and 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1995 through 1997, inclusive, as reported in Xxxxx Fargo's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 filed with the SEC under the Exchange Act (the "Xxxxx Fargo 10-K"), in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to Xxxxx Fargo; and (ii) the oil consolidated balance sheets of Xxxxx Fargo and natural gas properties to be transferred to its Subsidiaries as of March 31, 1998 and the Company pursuant to related consolidated statements of income, changes in stockholders' equity and cash flows for the Contribution Agreementthree months ended March 31, 1998, as reported in Xxxxx Fargo's Quarterly Report on Form 10-Q for the three months ended March 31, 1998 filed with the Commission as a part SEC under the Exchange Act. The March 31, 1998 consolidated balance sheet of Xxxxx Fargo (including the Registration Statementrelated notes, and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, present where applicable) fairly presents in all material respects the consolidated financial condition position of Xxxxx Fargo and its Subsidiaries as of the Company date thereof, and each the other financial statements referred to in this Section 4.6 (including the related notes, where applicable) fairly present in all material respects the results of the subsidiaries (consolidated operations and changes in stockholders' equity and consolidated financial position of Xxxxx Fargo and its Subsidiaries for the respective fiscal periods or as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (eachrespective dates therein set forth, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (subject to normal year-end audit adjustments in the case of clause unaudited statements; each of such statements (ii)including the related notes, after giving effect to consummation where applicable) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the Contribution Agreement)SEC with respect thereto; and each of such statements (including the related notes, and the statements of operations, parent net investment and cash flows of the oil and natural gas properties to be transferred to the Company, for the periods specified; such financial statements have where applicable) has been prepared in conformity all material respects in accordance with generally accepted accounting principles in the United States of America (“GAAP”) GAAP consistently applied on a consistent basis throughout during the periods involved involved, except to the extent disclosed in each case as indicated in such statements or in the notes thereto. There The books and records of Xxxxx Fargo and its Subsidiaries have been, and are no financial statements (historical or pro forma) that are required to be included being, maintained in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-all material respects in accordance with GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement any other applicable legal and included in the Preliminary Prospectus, the Prospectus accounting requirements and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet reflect only actual transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectus.

Financial Statements. The financial statements Company has previously made available to Parent copies of (ia) the Company and (ii) the oil and natural gas properties to be transferred to the Company pursuant to the Contribution Agreement, filed with the Commission as a part of the Registration Statement, and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, present fairly in all material respects the financial condition consolidated balance sheet of the Company and each its Subsidiaries as of December 31 for the fiscal year 2002, and the related consolidated statements of income, shareholders’ equity and cash flows for the fiscal years 2001 and 2002, accompanied by the audit report of KPMG LLP, independent public accountants with respect to the Company (the “2002 Audited Financial Statements”) and (b) the consolidated balance sheet of the subsidiaries Company and its Subsidiaries as of September 30, 2003, and the related consolidated statements of income, shareholders’ equity and cash flows for the nine-month period then ended (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) “September 30 Unaudited Financial Statements”). The December 31, 2002 and September 30, 2003 consolidated balance sheets of the Company (eachincluding the related notes, a “Subsidiary,” where applicable) fairly present the consolidated financial position of the Company and together, the “Subsidiaries”), if any, its Subsidiaries as of the date thereof, and at the dates indicated other financial statements referred to in this Section 4.7 (including the related notes, where applicable) fairly present, and the financial statements to be filed with the SEC after the date hereof will fairly present (subject, in the case of clause (iieach of the unaudited statements, to recurring audit adjustments normal in nature and amount), after giving effect to consummation the results of the Contribution Agreement)consolidated operations and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements of operationsto be filed with the SEC after the date hereof will comply, parent net investment in all material respects, with applicable accounting requirements and cash flows with the published rules and regulations of the oil SEC with respect thereto; and natural gas properties each of such statements (including the related notes, where applicable) has been, and the financial statements to be transferred to filed with the CompanySEC after the date hereof will be, for the periods specified; such financial statements have been prepared in conformity accordance with generally accepted accounting principles in the United States of America (“GAAP”) consistently applied on a consistent basis throughout during the periods involved involved, except to the extent disclosed as indicated in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included thereto or, in the Registration Statementcase of unaudited statements, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All nonpermitted by Form 10-GAAP financial measures (as defined in Regulation G Q of the Commission) SEC. The books and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K records of the Commission. Except as disclosed Company and its Subsidiaries have been, and are being, maintained in the Preliminary Prospectus, the Prospectus accordance with GAAP and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public applicable legal and accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectusrequirements.

Financial Statements. The financial statements of (ia) the Company and (ii) the oil and natural gas properties to be transferred Parent has previously made available to the Company pursuant to copies of (a) the Contribution Agreementconsolidated statements of financial condition of Parent and its Subsidiaries as of December 31, filed with the Commission as a part of the Registration Statement2023 and 2022, and included the related consolidated statements of income, changes in shareholders' equity and cash flows for the Preliminary Prospectusfiscal years ended December 31, 2023, 2022 and 2021, in each case accompanied by the Prospectus and audit report of Xxxxx LLP, independent public accountants with respect to Parent, (b) the Time notes related thereto, (c) the unaudited consolidated statement of Sale Prospectus, present fairly in all material respects the financial condition of the Company and its Subsidiaries as of June 30, 2024 and the related unaudited consolidated statements of income and cash flows for the six months ended June 30, 2024 and 2023 and (d) the notes related thereto (collectively, the “Parent Financial Statements”). The consolidated statements of financial condition of Parent (including the related notes, where applicable) included within the Parent Financial Statements fairly present in all material respects, and the consolidated statements of financial condition of the Parent (including the related notes, where applicable) to be included or incorporated by reference in the S-4 will fairly present in all material respects, the consolidated financial position of Parent and its Subsidiaries as of the dates thereof, and the consolidated statements of income, changes in shareholders' equity and cash flows (including the related notes, where applicable) included within the Parent Financial Statements fairly present in all material respects, and the consolidated statements of income, changes in shareholders' equity and cash flows of Parent (including the related notes, where applicable) to be included or incorporated by reference in the S-4 will fairly present in all material respects, the consolidated results of operations, changes in shareholders’ equity and cash flows and the consolidated financial position of the Parent and its Subsidiaries for the respective fiscal periods therein set forth; each of the subsidiaries Parent Financial Statements (as including the related notes, where applicable) complies, and each of such term is defined consolidated financial statements (including the related notes, where applicable) to be included or incorporated by reference in Rule 1-02 the S-4 will comply, with accounting requirements applicable to financial statements to be included or incorporated by reference in the S-4 and with the published rules and regulations of the SEC with respect thereto, including without limitation Regulation S-X X; and each of the CommissionParent Financial Statements (including the related notes, where applicable) has been, and each of such consolidated financial statements (including the Company (eachrelated notes, a “Subsidiary,” and togetherwhere applicable) to be included or incorporated by reference in the S-4 will be, prepared in accordance with GAAP consistently applied during the “Subsidiaries”)periods involved, if anyexcept, as of and at the dates indicated (in the case of clause (ii)unaudited statements, after giving effect as permitted by the SEC with respect to consummation financial statements included on Form 10-Q. The books and records of the Contribution Agreement)Parent and its Subsidiaries have been, and the statements of operationsare being, parent net investment maintained in accordance with GAAP and cash flows of the oil any other applicable legal and natural gas properties to be transferred to the Companyaccounting requirements, for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved except to the extent disclosed in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet reflect only actual transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectus.

Financial Statements. The financial statements Company has previously made available to Parent copies of (ia) the consolidated balance sheets of the Company and its Subsidiaries as of December 31, 1999 and December 31, 2000, (iib) the oil related consolidated statements of income, changes in stockholders' equity and natural gas properties to be transferred to cash flows for the Company pursuant to fiscal years 1998 through 2000, inclusive, as reported in the Contribution AgreementCompany's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, filed with the Commission SEC under the Securities Exchange Act of 1934, as a part amended (the "Exchange Act"), in each case accompanied by the audit report of the Registration StatementCompany's independent public accountants, and (c) the unaudited consolidated balance sheets of the Company at March 31, 2000 and March 31, 2001 and related consolidated statements of income, changes in stockholders' equity and cash flows for each of the three month periods then ended to be included in the Preliminary ProspectusCompany's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001. The financial statements referred to in the Prospectus and preceding sentence (including the Time of Sale Prospectusrelated notes, where applicable) fairly present fairly in all material respects the consolidated financial condition position of the Company and each its consolidated Subsidiaries for the respective fiscal periods or as of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of respective dates therein set forth, and any financial statements filed by the Company with the SEC under the Exchange Act after the date of this Agreement (eachincluding the related notes, a “Subsidiary,” and togetherwhere applicable) will fairly present in all material respects (including the related notes, the “Subsidiaries”)where applicable) (subject, if any, as of and at the dates indicated (in the case of clause (ii)the unaudited statements, after giving effect to consummation recurring audit adjustments normal in nature and amount) the results of the Contribution Agreement), consolidated operations and the statements of operations, parent net investment changes in stockholders' equity and cash flows consolidated financial position of the oil Company and natural gas properties to be transferred to the Company, its Subsidiaries for the respective fiscal periods specifiedor as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply (and, in the case of the financial statements have filed after the date of this Agreement, will comply) in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been prepared (and, in conformity the case of the financial statements filed after the date of this Agreement, will be prepared) in all material respects in accordance with United States generally accepted accounting principles in the United States of America (“"GAAP”") consistently applied on a consistent basis throughout during the periods involved except to the extent disclosed involved, except, in each case, as indicated in such statements or in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included thereto or, in the Registration Statementcase of unaudited statements, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All nonpermitted by Form 10-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 Q promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale ProspectusSEC.

Financial Statements. The financial statements There has been furnished to the Administrative Agent and each of the Banks (ia) a consolidated balance sheet of the Company as at December 31, 2013, and a consolidated statement of income and cash flow of the Company for the fiscal year then ended, certified by the Company’s independent certified public accountants, and (b) unaudited interim condensed consolidated balance sheets of the Company and (ii) the oil Consolidated Subsidiaries as at June 30, 2014, and natural gas properties to be transferred interim condensed consolidated statements of income and of cash flow of the Company and the Consolidated Subsidiaries for the respective fiscal periods then ended and as set forth in the Company’s Quarterly Reports on Form 10-Q for such fiscal quarters. With respect to the Company pursuant to the Contribution Agreementfinancial statement prepared in accordance with clause (a) above, filed such balance sheet and statement of income have been prepared in accordance with the Commission as a part of the Registration Statement, GAAP and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, present fairly in all material respects the financial condition position of the Company and each the Consolidated Subsidiaries as at the close of business on the respective dates thereof and the results of operations of the subsidiaries Company and the Consolidated Subsidiaries for the fiscal periods then ended; or, in the case of the financial statements referred to in clause (as such term is defined b), have been prepared in a manner consistent with the accounting practices and policies employed with respect to the audited financial statements reported in the Company’s most recent Form 10-K filed with the Securities and Exchange Commission and prepared in accordance with Rule 110-02 01 of Regulation S-X of the Securities and Exchange Commission, and contain all adjustments necessary for a fair presentation of (A) the results of operations of the Company for the periods covered thereby, (each, a “Subsidiary,” and together, B) the “Subsidiaries”), if any, as financial position of and the Company at the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement)date thereof, and (C) the statements of operations, parent net investment and cash flows of the oil and natural gas properties Company for periods covered thereby (subject to be transferred to the Company, for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved except to the extent disclosed in the notes theretoyear-end adjustments). There are no financial statements (historical or pro forma) that are required to be included in contingent liabilities of the Registration Statement, the Preliminary Prospectus, the Prospectus Company or the Time Consolidated Subsidiaries as of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G such dates involving material amounts, known to the executive management of the CommissionCompany that (aa) and ratios derived using non-should have been disclosed in said balance sheets or the related notes thereto in accordance with GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K rules and regulations of the Securities and Exchange Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is (bb) were not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectusso disclosed.

Financial Statements. CIT has previously made available to Newcourt copies of (a) the consolidated balance sheets of CIT and the CIT Subsidiaries as of December 31 for the fiscal years 1997 and 1998 and the related consolidated statements of income, changes in shareholders' equity and cash flows for the fiscal years 1996 through 1998, inclusive, in the case of the December 31, 1997 consolidated balance sheet and the related consolidated statements of income, changes in shareholders' equity and cash flows for the fiscal years 1996 and 1997 accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to CIT. The December 31, 1997 and 1998 consolidated balance sheets of CIT, including the related notes, fairly present the consolidated financial position of CIT and its Subsidiaries as of the dates thereof, and the other financial statements of referred to in this Section 5.6 (iincluding the related notes, where applicable) fairly present and the Company and (ii) the oil and natural gas properties financial statements to be transferred to the Company pursuant to the Contribution Agreement, filed with the Commission as a part SEC after the date hereof will fairly present (subject, in the case of unaudited interim statements, to recurring audit adjustments normal in nature and amount), the results of the Registration Statementconsolidated operations and changes in shareholders' equity and consolidated financial position of CIT and the CIT Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies, and included the financial statements to be filed with the SEC after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed with the SEC after the date hereof will be, prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP") consistently applied during the periods involved, except as indicated in the Preliminary Prospectusnotes thereto or, in the Prospectus case of unaudited interim statements, as permitted by Form 10-Q. Except (A) as reflected in such financial statements or in the notes thereto, (B) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby and (C) for liabilities or obligations incurred in the ordinary course of business, neither CIT nor any of the CIT Subsidiaries has any liabilities or obligations of any nature as of the date of this Agreement, which, individually or in the aggregate, have had a Material Adverse Effect on CIT as of the date of this Agreement. The books and records of CIT and the Time of Sale ProspectusSignificant CIT Subsidiaries have been, present fairly and are being, maintained in all material respects the financial condition of the Company in accordance with U.S. GAAP and each of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” any other applicable legal and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement), and the statements of operations, parent net investment and cash flows of the oil and natural gas properties to be transferred to the Company, for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved except to the extent disclosed in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectusrequirements.

Financial Statements. The financial statements (including the related notes thereto) of the Company, the LLC and All Risks Specialty, LLC (i“All Risks”) the Company and (ii) the oil and natural gas properties to be transferred to the Company pursuant to the Contribution Agreement, filed with the Commission as a part of their respective consolidated subsidiaries included in the Registration Statement, the Pricing Disclosure Package and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, present fairly comply in all material respects with the applicable requirements of the Securities Act and present fairly, in all material respects, the financial condition position of the Company and each of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” and togetherCompany, the “Subsidiaries”), if any, LLC and All Risks and their respective consolidated subsidiaries as of and at the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement), and the statements results of operations, parent net investment their operations and the changes in their cash flows of the oil and natural gas properties to be transferred to the Company, for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) in the United States applied on a consistent basis throughout the periods involved covered thereby, except to the extent disclosed in the notes thereto. There case of unaudited financial statements, which are no financial statements (historical or pro forma) that are subject to normal period and adjustments and do not contain footnotes as permitted by the applicable rules of the Commission, and any supporting schedules included in the Registration Statement present fairly, in all material respects, the information required to be stated therein; and the other financial information included in the Registration Statement, the Preliminary ProspectusPricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company, the LLC and All Risks and their respective consolidated subsidiaries, as applicable, and presents fairly, in all material respects, the information shown thereby; all disclosures included in the Registration Statement, the Pricing Disclosure Package and the Prospectus or the Time of Sale Prospectus that are not included as required. All regarding “non-GAAP financial measures measures” (as such term is defined in by the rules and regulations of Commission) comply with Regulation G of the CommissionSecurities Exchange Act of 1934. as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in Securities Act, to the Preliminary Prospectus, the Prospectus extent applicable; and the Time of Sale Prospectus, pro forma financial information and the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and related notes thereto included in the Preliminary ProspectusRegistration Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and Time of Sale the assumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Financial Statements. The financial statements Schedule 3.5 of the Contributor Disclosure Letter sets forth true, correct, and complete copies of (a) the audited consolidated balance sheets of each of (i) the Company and BCP Raptor, LLC, (ii) the oil and natural gas properties to be transferred to the Company pursuant to the Contribution AgreementBCP Raptor II, filed with the Commission as a part of the Registration StatementLLC, and included in the Preliminary Prospectus(iii) BCP PHP, the Prospectus and the Time of Sale Prospectus, present fairly in all material respects the financial condition of the Company and each of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if anyLLC, as of and at for the dates indicated (in the case of clause (ii)years ended December 31, after giving effect to consummation of the Contribution Agreement)2020 and 2019, and the related statements of operations, parent net investment operations and cash flows for each of the oil twelve-month periods then ended (collectively, the “Contributor Year End Financial Statements”); and natural gas properties to be transferred to (b) the Companyunaudited consolidated balance sheets of each of (i) BCP Raptor, LLC, (ii) BCP Raptor II, LLC, and (iii) BCP PHP, LLC, as of and for the periods specified; such financial six month-period ended June 30, 2021, and the related statements of operations and cash flows for the six-month period then ended (the “Contributor Interim Financial Statements,” and collectively with the Contributor Year End Financial Statements, the “Contributor Financial Statements”). The Contributor Financial Statements (1) have been prepared in conformity accordance with generally accepted accounting principles in the United States of America (“GAAP”) GAAP applied on a consistent basis throughout during the periods involved (except to the extent disclosed as may be indicated in the notes thereto. There are no financial statements ), (historical or pro forma2) that are required fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to be normal year-end audit adjustments and the absence of footnote disclosures and other presentation items customarily included in audited financial statements) the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G position of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus applicable Persons as of their respective dates and the Time results of Sale Prospectus operations and the cash flows of the applicable Persons for the periods presented therein, and (3) were derived from the books and records of the applicable Persons, which books and records (A) are accurate, complete, and correct in all material respects, (B) represent actual, bona fide transactions, and (C) have been presented prepared and maintained in compliance all material respects in accordance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus sound business and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectuspractices for similarly situated private companies.

Financial Statements. The financial statements of Company has prepared, or caused to be prepared, and made available to Buyer (i) the audited consolidated balance sheet of the Company and its Subsidiaries as of January 1, 2011, and the related audited consolidated statements of operations, members’ equity and cash flows of the Company and its Subsidiaries for the twelve (12) month period then ended, including the notes thereto (the “Audited Company Financial Statements”), and (ii) the oil and natural gas properties to be transferred to the Company pursuant to the Contribution Agreement, filed with the Commission as a part of the Registration Statement, and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, present fairly in all material respects the financial condition unaudited consolidated balance sheet of the Company and each its Subsidiaries as of the subsidiaries July 2, 2011 (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” and together, the “SubsidiariesLatest Balance Sheet”), if any, as of and at the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement), and the related unaudited consolidated statements of operations, parent net investment operations and cash flows of the oil Company and natural gas properties to be transferred to the Company, its Subsidiaries for the periods specified; such financial statements fiscal quarterly period then ended (together with the Latest Balance Sheet, the “Unaudited Company Financial Statements,” and together with the Audited Financial Statements, the “Financial Statements”). Except as set forth therein, the Financial Statements have been prepared in conformity accordance with generally accepted accounting principles in the United States of America (“GAAP”) GAAP applied on a consistent basis throughout the periods involved indicated therein (provided that the Unaudited Company Financial Statements may lack footnotes and other presentation items required by GAAP and may not be reflective of normal, year-end adjustments and reclassifications) and with each other and present fairly, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its Subsidiaries as of the respective dates and during the respective periods indicated therein. The Company and the Subsidiaries do not have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise), except to (i) as disclosed, reflected or reserved against in the extent disclosed balance sheets included in the Financial Statements and the notes thereto. There are no financial statements , (historical or pro formaii) that are required to be included for liabilities and obligations incurred in the Registration Statement, ordinary course of business consistent with past practice since the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G date of the CommissionLatest Balance Sheet and not in violation of this Agreement or (iii) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectusfor Taxes.

Financial Statements. The Company has furnished each Purchaser of any Accepted Notes with the following financial statements statements, identified by a principal financial officer of the Company: (i) consolidated balance sheets of the Company and its Subsidiaries as of the last day in each of the five fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated (other than fiscal years completed within 120 days prior to such date for which audited financial statements have not been released) and consolidated statements of income, shareholders' equity and cash flows of the Company and its Subsidiaries for each such year, certified by Deloitte & Touche (or such other accounting firm as may be reasonably acceptable to Prudential); and (ii) consolidated balance sheets of the oil Company and natural gas properties its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to be transferred such date and after the end of such fiscal year (other than quarterly periods completed within 60 days prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidated statements of income, stockholders' equity and cash flows of the Company and its Subsidiaries for the periods from the beginning of the fiscal years in which such quarterly periods are included to the Company pursuant to end of such quarterly periods, in each case prepared by the Contribution Agreement, filed with the Commission as a part of the Registration Statement, Company. Such financial statements (including any related schedules and/or notes) are true and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, present fairly correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with GAAP consistently followed throughout the financial periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and each of the subsidiaries (its Subsidiaries as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement)thereof, and the statements of operationsincome, parent net investment shareholders' equity and cash flows fairly present the results of the operations and cash flows of the oil Company and natural gas properties to be transferred to the Company, its Subsidiaries for the periods specified; indicated. There has been no material adverse change in the business, condition (financial or otherwise) or operations of the Company and its Subsidiaries taken as a whole since the end of the most recent fiscal year for which such audited financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved except to the extent disclosed in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectusfurnished.

Financial Statements. The (a) Issuer has previously made available to Buyer (i) copies of the consolidated balance sheets of Issuer as of December 31 for the fiscal years 2004 through 2006, inclusive, and the related consolidated statements of operations, changes in stockholders’ equity and comprehensive income and cash flows for the fiscal years 2004 through 2006, inclusive, as reported in Issuer’s Annual Reports on Form 10-K for the fiscal years ended December 31, 2005 and December 31, 2006 filed with the SEC under the Exchange Act, in each case accompanied by the audit report of Issuer’s independent registered public accountants, (ii) unaudited consolidated balance sheets of Issuer as of March 31, 2007 and June 30, 2007, and the related consolidated statements of operations, changes in stockholders’ equity and comprehensive income, and cash flows for the first two fiscal quarters of 2007, and (iii) restated consolidated statements of cash flows as described in Section 3.11 of the Issuer Disclosure Schedule (collectively, the “Financial Statements”). Each of the Financial Statements (i) was prepared in accordance with the books of account and other financial records of Issuer and its Subsidiaries, (ii) presents fairly the consolidated financial condition and results of operations of Issuer and its Subsidiaries as of the dates thereof or for the periods covered thereby in accordance with GAAP, (iii) was prepared in accordance with GAAP applied on a basis consistent with the past practices of Issuer and its Subsidiaries, and (iv) includes all adjustments (consisting, except as otherwise described in the notes to the Financial Statements, only of normal recurring accruals) that are necessary for a fair presentation of the consolidated financial condition of Issuer and its Subsidiaries and the results of the operations of Issuer and its Subsidiaries as of the dates thereof or for the periods covered thereby. Except as set forth in the SEC Documents, the consolidated financial statements of (i) Issuer for the Company and (ii) the oil and natural gas properties fiscal years 2004 through 2006 complied as to be transferred to the Company pursuant to the Contribution Agreement, filed with the Commission as a part of the Registration Statement, and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, present fairly form in all material respects with applicable accounting requirements and the financial condition published rules and regulations of the Company and each of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement), and the statements of operations, parent net investment and cash flows of the oil and natural gas properties to be transferred to the Company, for the periods specified; such financial statements have been prepared in conformity SEC with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved except to the extent disclosed in the notes respect thereto. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectus.

Financial Statements. The (a) iPCS has previously made available to the Company copies of certain financial statements of iPCS and its Subsidiaries consisting of (i) the Company audited financial statements contained in iPCS Annual Report on Form 10-K for the fiscal year ended September 30, 2004 as filed with the SEC (the balance sheet as of September 30, 2004 contained therein being referred to herein as the "iPCS Balance Sheet"), and (ii) the oil and natural gas properties to be transferred to unaudited financial statements contained in iPCS' Quarterly Report on Form 10-Q for the Company pursuant to the Contribution Agreementfiscal quarter ended December 31, 2004 as filed with the Commission SEC (the financial statements described in this sentence being referred to herein as a part of the Registration Statement"iPCS Financial Statements"). The iPCS Financial Statements (including the related notes, where applicable) fairly present in all material respects, and included in the Preliminary Prospectus, financial statements filed by iPCS with the Prospectus and SEC after the Time date of Sale Prospectus, this Agreement will fairly present fairly in all material respects the consolidated financial condition position of iPCS and its Subsidiaries as of the Company respective dates thereof and each the results of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X consolidated operations of the Commission) parties to which they relate for the respective fiscal periods or as of the Company respective dates therein set forth (eachsubject, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii)the unaudited statements, after giving effect to consummation of the Contribution Agreement), audit adjustments normal in amount and the statements of operations, parent net investment nature and cash flows of the oil and natural gas properties to be transferred to the Company, for the periods specified; such financial statements have been prepared any other adjustments described therein) in conformity with generally accepted accounting principles GAAP (except in the United States case of America (“GAAP”the unaudited statements for the lack of complete notes thereto) applied on a consistent basis throughout during the periods involved (except to the extent disclosed (i) as may be indicated therein or in the notes theretothereto and (ii) for prior period adjustments from Sprint PCS that apply to iPCS). There are no financial statements (historical or pro forma) that are required to be included Since September 30, 2004, iPCS has not made any change in the Registration Statement, the Preliminary Prospectus, the Prospectus accounting practices or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained policies applied in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time preparation of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s its financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectusstatements.

Financial Statements. The financial statements of (i) the Company and (ii) the oil and natural gas properties to be transferred to the Company pursuant to the Contribution Agreement, filed with the Commission as a part of included in the Registration Statement, the General Disclosure Package and included in the Preliminary Prospectus, together with the Prospectus related schedules (if any) and the Time of Sale Prospectusnotes, present fairly in all material respects the financial condition position of the Company and each of the subsidiaries Subsidiary (as such term is defined in Rule 1-02 of Regulation S-X of the Commissionbelow) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement), and the statements results of operations, parent net investment changes in shareholders’ equity and cash flows of the oil Company and natural gas properties to be transferred to the Company, Subsidiary for the periods specified; the financial statements of any other entities or businesses included in the Registration Statement, the General Disclosure Package or the Prospectus, together with the related schedules (if any) and notes, present fairly in all material respects the financial position of each such entity or business, as the case may be, and its consolidated subsidiaries (if any) at the dates indicated and the results of operations, changes in shareholders’ (or other owners’) equity and cash flows of such entity or business, as the case may be, and its consolidated subsidiaries (if any) for the periods specified; and all such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America International Financial Reporting Standards (“GAAPIFRS”) ), as issued by the International Accounting Standards Board, applied on a consistent basis throughout the periods involved except to and comply in all material respects with all applicable accounting requirements under the extent disclosed 1933 Act and the 1933 Act Regulations, or the 1934 Act and the 1934 Act Regulations, as applicable. The supporting schedules, if any, included in the notes thereto. There are no financial statements (historical or pro forma) that are Registration Statement present fairly in all material respects, in accordance with IFRS, the information required to be included stated therein. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Summary Financial Data” presents fairly in all material respects the information shown therein and has been compiled on a basis consistent with that of the audited financial statements of the Company [1]included in the Registration Statement, the Preliminary General Disclosure Package and the Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All “non-GAAP financial measures measures” (as such term is defined in Regulation G the rules and regulations of the Commission) and ratios derived using non-GAAP financial measures ), if any, contained in the Registration Statement and included in the Preliminary ProspectusStatement, the Prospectus General Disclosure Package and the Time of Sale Prospectus have been presented in compliance comply with Item 10 of Regulation S-K of the Commission. Except as disclosed in , to the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectusextent applicable.

Financial Statements. The financial statements of (i) The historical financial statements and the related notes thereto of the Company and (ii) the oil and natural gas properties to be transferred to the Company pursuant to the Contribution Agreement, filed with the Commission as a part its consolidated subsidiaries included or incorporated by reference in each of the Registration Statement, and included in the Preliminary Prospectus, the Prospectus Statement and the Time of Sale Prospectus, General Disclosure Package and the Final Prospectus present fairly in all material respects the financial condition position of the Company and each of the its consolidated subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement), and the statements results of operations, parent net investment their operations and the changes in their cash flows of the oil and natural gas properties to be transferred to the Company, for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles accepted in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved except to covered thereby; (ii) the extent disclosed in the notes thereto. There are no other financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G information of the Commission) Company and ratios derived using non-GAAP financial measures contained its consolidated subsidiaries included or incorporated by reference in each of the Registration Statement and included the General Disclosure Package and the Final Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, and presents fairly the information shown thereby; and (iii) KPMG LLP (“KPMG”) has certified the historical statement of revenues and direct operating expenses with respect to certain interests in oil and gas properties, rights and related assets in the Preliminary Western Eagle Ford basin (the “July Western Eagle Ford Assets”) acquired by Javelin EF L.P., (a subsidiary of the Company) (the “Purchaser”) from Mesquite Comanche Holdings, LLC (“Comanche Holdings”) and SN EF Maverick, LLC (“SN EF Maverick,” collectively, with Comanche Holdings, the “Seller”) pursuant to that certain Purchase and Sale agreement, dated as of May 2, 2023 among the Purchaser and the Seller, incorporated by reference in each of the Registration Statement and the General Disclosure Package and the Final Prospectus, and to the Prospectus knowledge of the Company such financial statements and the Time of Sale Prospectus have been presented related notes thereto present fairly in compliance with Item 10 of Regulation S-K all material respects the revenues and direct operating expenses of the Commission. Except as disclosed in July Western Eagle Ford Assets for the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party period specified; to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the such financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods covered thereby. The unaudited pro forma financial information and the related notes thereto included or other financial data filed with the Commission as a part incorporated by reference in each of the Registration Statement and included the General Disclosure Package and the Final Prospectus has been prepared in accordance with the Preliminary ProspectusCommission’s rules and guidance with respect to pro forma financial information, and the Prospectus assumptions underlying such pro forma financial information are reasonable and Time are set forth or incorporated by reference in each of Sale the Registration Statement and the General Disclosure Package and the Final Prospectus.

Financial Statements. (a) The Company has previously made available to Park Sterling copies of the consolidated balance sheets of the Company and its Subsidiaries as of December 31 for the fiscal years 2010, 2011 and 2012, and the related consolidated statements of income (loss), of comprehensive income (loss), of changes in stockholders’ equity, and of cash flows, as reported in the Company 10-K, in each case accompanied by the audit report of Xxxxxxx Xxxxx, LLC. The September 30, 2013 consolidated financial statements of (i) the Company and (iiincluding the related notes, where applicable) included in the oil and natural gas properties to be transferred to the Company pursuant to the Contribution Agreement, Company’s Quarterly Report on Form 10-Q filed with the Commission as a part of the Registration StatementSEC on November 14, and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, present 2013 fairly presents in all material respects the consolidated financial condition position of the Company and each its Subsidiaries as of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X date thereof, and all of the Commissionfinancial statements referred to in this Section 3.7 (including the related notes, where applicable) of the Company fairly present in all material respects (eachsubject, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (iithe unaudited statements, to recurring audit adjustments normal in nature and amount), after giving effect to consummation the results of the Contribution Agreement)consolidated operations, comprehensive income, changes in stockholders’ equity, cash flows and the statements of operations, parent net investment and cash flows consolidated financial position of the oil Company and natural gas properties to be transferred to the Company, its Subsidiaries for the respective fiscal periods specifiedor as of the respective dates therein set forth; each of such financial statements have (including the related notes, where applicable) in all material respects complies with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been prepared in conformity accordance with generally accepted accounting principles in the United States of America (“GAAP”) GAAP consistently applied on a consistent basis throughout during the periods involved except to the extent disclosed in the notes theretoinvolved. There are is no financial statements (historical transaction, arrangement or pro forma) that are required to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, other relationship between the Company or any of its Subsidiaries and an unconsolidated or other Affiliated entity that is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect reflected on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements specified in this Section 3.7. The books and records of the Company and its Subsidiaries in all material respects have been, and are being, maintained in accordance with applicable Law and GAAP. Xxxxxxx Xxxxx, LLC has not resigned or other financial data filed been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Commission as Company on a part matter of the Registration Statement and included in the Preliminary Prospectusaccounting principles or practices, the Prospectus and Time of Sale Prospectusfinancial statement disclosure or auditing scope or procedure.

Financial Statements. The historical financial statements of (i) the Company and the Guarantor and (ii) TFCF Corporation (formerly known as Twenty-First Century Fox, Inc. (“21CF”)), an indirect subsidiary of the oil and natural gas properties to be transferred to the Company pursuant to the Contribution AgreementCompany, filed with the Commission as a part of included or incorporated by reference in the Registration Statement, and included in the Preliminary Prospectus, the Prospectus and the Time of Sale ProspectusInformation or the Prospectus present fairly, present fairly in all material respects respects, the consolidated financial condition position and results of operations of (i) the Company and each of the Guarantor and their respective subsidiaries and (as such term is defined in Rule 1-02 of Regulation S-X of the Commissionii) of the Company (each, a “Subsidiary,” 21CF and together, the “Subsidiaries”), if anyits subsidiaries, as of and applicable, at the respective dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement), and the statements of operations, parent net investment and cash flows of the oil and natural gas properties to be transferred to the Company, for the respective periods specifiedto which they apply; such historical financial statements have been prepared in conformity accordance with U.S. generally accepted accounting principles consistently applied, except as set forth in the United States Registration Statement, the Time of America (“GAAP”) applied on a consistent basis throughout Sale Information and the periods involved except to Prospectus; the extent disclosed in selected financial data and the notes thereto. There are no summary historical financial statements (historical or pro forma) that are required to be information of the Company and the Guarantor included in the Registration Statement, the Preliminary Prospectus, Time of Sale Information and the Prospectus or present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements of the Company and the Guarantor incorporated by reference in the Registration Statement, the Time of Sale Prospectus that are not Information and the Prospectus; the unaudited pro forma financial statements, together with the related notes and any supporting schedules included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained or incorporated by reference in the Registration Statement and included in the Preliminary ProspectusStatement, the Prospectus and the Time of Sale Prospectus Information and the Prospectus, fairly present the information shown therein and have been presented in compliance compiled on a basis substantially consistent with Item 10 the audited financial statements of Regulation S-K of (i) the Commission. Except as disclosed Company and the Guarantor and (ii) 21CF included or incorporated by reference in the Preliminary ProspectusRegistration Statement, the Prospectus and the Time of Sale Information and the Prospectus; and such unaudited pro forma financial statements have been prepared, and the Company is not party to any off-balance sheet transactionspro forma adjustments set forth therein have been applied, arrangements, obligations (including contingent obligations) or other relationships in accordance with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge applicable accounting requirements of the CompanySecurities Act (including, no person who has been suspended or barred from being associated with a registered public accounting firmwithout limitation, or who has failed to comply with any sanction pursuant to Rule 5300 Regulations S-X promulgated by the PCAOBCommission), has participated and such pro forma adjustments have been properly applied to the historical amounts in or otherwise aided the preparation of, or auditedcompilation of such statements. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale ProspectusInformation and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The financial Buyer has previously made available to the Seller copies of the consolidated balance sheets of the Buyer and its Subsidiaries as of December 31 for the fiscal years 1999 and 2000 and the related consolidated statements of (i) operations, changes in stockholders' equity and cash flows for the Company and (ii) fiscal years 1998 through 2000, inclusive, as reported in the oil and natural gas properties to be transferred to Buyer's Annual Report on Form 10-K for the Company pursuant to the Contribution Agreementfiscal year ended December 31, 2000 filed with the Commission as a part SEC under the Exchange Act, in each case accompanied by the audit report of KPMG LLP, independent public accountants for the Buyer. The December 31, 2000 consolidated balance sheet of the Registration StatementBuyer (including the related notes, where applicable) fairly presents, and the financial statements to be included in any reports or statements (including reports on Form 10-Q and 10-K) to be filed by the Preliminary ProspectusBuyer with the SEC after the date hereof will fairly present, the Prospectus consolidated financial position and results of operations and cash flows and changes in stockholders' equity of the Buyer and its Subsidiaries for the respective fiscal periods or as of the respective dates herein set forth, and the Time other financial statements referred to in this Section 4.05 (including the related notes, where applicable) fairly present in all material respects (subject, in the case of Sale Prospectusthe unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and changes in shareholders' equity and consolidated financial position of the Buyer and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) has been prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto. The Buyer has previously made available to the Seller copies of the consolidated balance sheet of the Buyer and its Subsidiaries as of September 30, 2001 and the related consolidated statement of operations prepared by the Buyer, in each case unaudited and without footnotes, and such financial statements fairly present fairly in all material respects the consolidated financial condition position of the Company Buyer and each its Subsidiaries as of December 31, 2000 and the results of consolidated operations for the year then ended. Each of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X consolidated financial statements of the Commission) of the Company (eachBuyer and its Subsidiaries, a “Subsidiary,” and togetherincluding, in each case, the “Subsidiaries”)notes thereto, if any, as of and at made available to the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement)Seller comply, and the financial statements of operations, parent net investment and cash flows of the oil and natural gas properties to be transferred to the Company, for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved except to the extent disclosed in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part SEC by the Buyer after the date hereof will comply in all material respects, with applicable accounting requirements and with the published rules and regulations of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale ProspectusSEC with respect thereto.

Financial Statements. The financial statements Sellers have delivered to Buyer true and correct copies of (i) the Company audited consolidated balance sheets of Sellers as of December 25, 2012, December 27, 2011 and December 28, 2010 and the related audited consolidated statements of income and of cash flows of Sellers for the years then ended, and (ii) the oil and natural gas properties to be transferred to the Company pursuant to the Contribution Agreement, filed with the Commission as a part unaudited consolidated balance sheet of the Registration StatementSellers as of November 26, 2013, and included the related consolidated statement of income and cash flows of Sellers for the forty-eight (48) weeks then ended (such audited and unaudited statements, including the related notes and schedules thereto, are referred to herein as the “Financial Statements”). Each of the Financial Statements has been prepared in accordance with GAAP consistently applied without modification of the accounting principles used in the Preliminary Prospectus, preparation thereof throughout the Prospectus periods presented and the Time of Sale Prospectus, present presents fairly in all material respects the consolidated financial condition position, results of operations and cash flows of Sellers as of the dates and for the periods indicated therein, subject to normal year-end adjustments and the absence of complete notes in the case of the unaudited statements. Other than with respect to Excluded Liabilities as to which the Sellers do not provide any representations and warranties, no Seller has any material Liabilities that would be required by GAAP to be reflected on a consolidated balance sheet (or the notes thereto) of the Company and each of its Subsidiaries, except for liabilities and obligations (a) reflected or reserved against in the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, Company’s consolidated balance sheet as of and at the dates indicated November 26, 2013 (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement), and the statements of operations, parent net investment and cash flows of the oil and natural gas properties to be transferred to the Company, for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved except to the extent disclosed in or the notes thereto. There are no financial statements (historical or pro forma) that are required to be included in the Registration StatementFinancial Statements, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commissionb) and ratios derived using non-GAAP financial measures contained incurred in the Registration Statement and included in the Preliminary ProspectusOrdinary Course of Business since November 26, the Prospectus and the Time of Sale Prospectus 2013, (c) which have been presented discharged or paid in compliance with Item 10 full prior to the date of Regulation S-K this Agreement, or (d) incurred pursuant to the transactions contemplated by this Agreement. Since December 25, 2012, to the Knowledge of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the CompanySellers, no person who Seller has been suspended received any complaint, allegation, assertion or barred from being associated with a registered public Claim regarding the accounting firmor auditing practices, procedures, methodologies or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in methods of Sellers or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectustheir respective internal accounting controls.

Financial Statements. The financial statements of (i) the Company and (ii) the oil and natural gas properties to be transferred to the Company pursuant to the Contribution AgreementCompany, filed together with the Commission as a part of related notes, set forth or incorporated by reference in the Registration Statement, and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, present fairly Disclosure Package and the Prospectus comply in all material respects with the requirements of the Securities Act and the Exchange Act and fairly present the financial condition of the Company and each of the its consolidated subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement), and the statements results of operations, parent net investment operations and changes in cash flows of the oil and natural gas properties to be transferred to the Company, for the periods specified; such financial statements have been prepared therein specified in conformity with generally accepted accounting principles in the United States of America (“GAAP”) consistently applied on a consistent basis throughout the periods involved except to involved; the extent disclosed supporting schedules included in the notes thereto. There are no financial statements (historical or pro forma) that are Registration Statement present fairly the information required to be stated therein; all non-GAAP financial information included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Disclosure Package and the Prospectus that are not included as required. All non-GAAP financial measures (as defined complies in all material respects with the requirements of Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of under the Commission. Except Act; and, except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Disclosure Package and the Prospectus, the Company is not party to any there are no material off-balance sheet transactionsarrangements (as defined in Regulation S-K under the Act, arrangements, obligations (including contingent obligationsItem 303(a)(4)(ii)) or any other relationships with unconsolidated entities or other persons persons, that may have a material current or or, to the Company’s knowledge, material future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues revenue or expenses. No other financial statements or schedules are required to be included in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus. To the knowledge of the Company’s knowledge, no person who Deloitte & Touche LLP, which has been suspended or barred from being associated expressed its opinion with a registered public accounting firm, or who has failed respect to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data and schedules filed with the Commission as a part of the Registration Statement and included in the Preliminary ProspectusRegistration Statement, the Prospectus and Time of Sale Disclosure Package and the Prospectus, is (x) an independent public accounting firm within the meaning of the Act and the Rules and Regulations, (y) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) and (z) not in violation of the auditor independence requirements of the Xxxxxxxx-Xxxxx Act.

Financial Statements. The financial FNB has previously made available to CBI copies of the consolidated balance sheet of FNB and its Subsidiaries as of December 31, 2007, 2008 and 2009, and the related consolidated statements of income, changes in shareholders’ equity and cash flows for the years then ended as reported in FNB’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (i) the Company and (ii) the oil and natural gas properties to be transferred to the Company pursuant to the Contribution Agreement“FNB 2009 10-K”), filed with the Commission SEC under the Securities and Exchange Act of 1934, as a part amended (the “Exchange Act”), accompanied by the audit report of Ernst & Young LLP, independent registered public accountants with respect to FNB for the Registration Statementyears ended December 31, 2007, 2008 and included in 2009. The December 31, 2009 consolidated balance sheet of FNB, including the Preliminary Prospectusrelated notes, the Prospectus and the Time of Sale Prospectuswhere applicable, present fairly presents in all material respects the consolidated financial condition position of FNB and its Subsidiaries as of the Company date thereof, and each the other financial statements referred to in this Section 4.6, including the related notes, where applicable, fairly present in all material respects the results of the subsidiaries (consolidated operations, cash flows and changes in shareholders’ equity and consolidated financial position of FNB and its Subsidiaries for the respective fiscal periods or as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (eachrespective dates in this Agreement set forth, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (subject to normal year-end audit adjustments in amounts consistent with past experience in the case of clause (ii)unaudited statements, after giving effect to consummation each of such statements, including the related notes, where applicable, complies in all material respects with applicable accounting requirements and with the published rules and regulations of the Contribution Agreement)SEC with respect thereto, and each of such statements, including the statements of operationsrelated notes, parent net investment and cash flows of the oil and natural gas properties to be transferred to the Companywhere applicable, for the periods specified; such financial statements have has been prepared in conformity all material respects in accordance with generally accepted accounting principles in the United States of America (“GAAP”) GAAP consistently applied on a consistent basis throughout during the periods involved except to the extent disclosed involved, except, in each case, as indicated in such statements or in the notes thereto. There The books and records of FNB and its Subsidiaries have been, and are no financial statements (historical or pro forma) that are required to be included being, maintained in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-all material respects in accordance with GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement any other applicable legal and included in the Preliminary Prospectus, the Prospectus accounting requirements and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet reflect only actual transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectus.

Financial Statements. The financial statements Company has previously delivered to the Purchasers copies of (i) the consolidated balance sheet of the Company and the Company Subsidiaries as of December 31 for the fiscal years 2000 and 2001, and the related consolidated statements of operations, statements of stockholders' equity and cash flows for the fiscal years 1999 through 2001, inclusive, as reported in the Company's Annual Report on Form 10-K (as amended) for the fiscal year ended December 31, 2001, filed by the Company with the SEC under the Exchange Act, in each case accompanied by the audit report of PricewaterhouseCoopers LLP, independent public accountants, and (ii) the oil and natural gas properties to be transferred to unaudited consolidated balance sheet of the Company pursuant to and the Contribution AgreementCompany Subsidiaries as of June 30, 2002 (the "BALANCE SHEET") and the related unaudited consolidated statement of operations, statements of stockholders' equity and cash flows for the three- and six-month periods then ended as reported in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, filed with the Commission as a part SEC under the Exchange Act. All of such financial statements fairly present the Registration Statement, and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, present fairly in all material respects the consolidated financial condition position of the Company and each the Company Subsidiaries as of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X dates shown and the results of the Commission) of the Company (eachconsolidated operations, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement), and the statements of operations, parent net investment stockholders' equity and cash flows of the oil Company and natural gas properties to be transferred to the Company, Company Subsidiaries for the respective fiscal periods specified; or as of the respective dates therein set forth, in each case subject, as to interim statements, to changes resulting from year-end adjustments (none of which will be material in amount and effect). All of such financial statements have been prepared in conformity accordance with generally accepted accounting principles in the United States of America (“GAAP”) GAAP consistently applied on a consistent basis throughout during the periods involved involved, except to the extent disclosed as otherwise set forth in the notes thereto. There , and the Company and the Company Subsidiaries have no liabilities or obligations of any nature (absolute, accrued, contingent or otherwise) which are no financial statements (historical not fully reflected or pro forma) that are required to be reserved against in the balance sheet as of June 30, 2002, included in the Registration Statementsuch financial statements, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus except for liabilities that are not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained may have arisen in the Registration Statement ordinary and included usual course of business and consistent with past practice and that, individually or in the Preliminary Prospectusaggregate, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commissionwould not constitute a Material Adverse Effect. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, Neither the Company is not party to nor any Company Subsidiary has entered into any off-balance sheet arrangements or transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectus.

Financial Statements. The financial statements of (i) the Company and (ii) the oil and natural gas properties to be transferred Parent has previously made available to the Company pursuant to copies of (a) the Contribution Agreementconsolidated balance sheets of Parent and its Subsidiaries as of December 31, 2003 and 2002, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2003, as reported in Parent's Annual Report on Form 10-K for the fiscal year ended December 31, 2003 filed with the Commission as a part of SEC under the Registration StatementExchange Act (collectively, and included in including the Preliminary Prospectusnotes thereto, the Prospectus "Parent Audited Financial Statements"), in each case accompanied by the audit report of PricewaterhouseCoopers LLP ("PWC"), independent public accountants with respect to Parent, and (b) the unaudited consolidated balance sheet of Parent and its Subsidiaries as of September 30, 2004 and the Time related unaudited consolidated statements of Sale Prospectusoperations for the quarters and nine months ended September 30, 2004 and 2003, and statements of cash flows for the nine months ended September 30, 2004 and 2003, as reported in Parent's Quarterly Report on Form 10-Q for the period ended September 30, 2004 filed with the SEC under the Exchange Act (together with Parent Audited Financial Statements, the "Parent Financial Statements"). The Parent Financial Statements (including the related notes, where applicable) fairly present fairly in all material respects respects, and the financial condition statements to be filed by Parent with the SEC after the date of this Agreement will fairly present in all material respects, the consolidated financial position of Parent and its Subsidiaries as of the Company respective dates thereof, and each the results of their operations and their cash flows for the subsidiaries fiscal periods set forth therein (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (eachsubject, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause the unaudited statements, to recurring audit adjustments normal in nature and amount); each of such statements (ii)including the related notes, after giving effect to consummation of the Contribution Agreement)where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of operationsthis Agreement will comply, parent net investment with applicable accounting requirements and cash flows with the published rules and regulations of the oil SEC with respect thereto at the date of their filing; and natural gas properties each of such statements (including the related notes, where applicable) has been, and the financial statements to be transferred to filed by Parent with the CompanySEC after the date of this Agreement will be, for prepared in accordance with GAAP consistently applied during the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved involved, except to the extent disclosed as indicated in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included thereto or, in the Registration Statementcase of unaudited statements, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus except for normal period-end adjustments that are not included material. The books and records of Parent and its Subsidiaries have been, and are being, maintained in accordance with GAAP and all other applicable legal and accounting requirements and reflect only actual transactions. PWC has not resigned or been dismissed as required. All non-GAAP financial measures (independent public accountants of Parent as defined a result of or in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply connection with any sanction pursuant to Rule 5300 promulgated by the PCAOBdisagreements with Parent on a matter of accounting principles or practices, has participated in financial statement disclosure or otherwise aided the preparation of, auditing scope or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectusprocedure.

Financial Statements. The financial statements of Receipt by the Amendment Arrangers (i) the Company and (ii) the oil and natural gas properties to be transferred to the Company pursuant to the Contribution Agreement, filed with the Commission as a part of the Registration Statement, and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, present fairly in all material respects the financial condition of the Company and each of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (which in the case of the Administrative Agent, shall provide the same to the Lenders): (A) audited consolidated balance sheets of the Borrower and Convergys and related consolidated statements of income or operations, shareholders’ equity and cash flows, for each of the three most recently completed fiscal years ended at least ninety (90) days before the Amendment Closing Date, including, an unqualified audit report thereon; (B) as soon as available and in any event within forty-five (45) days after the end of each fiscal quarter following the most recent fiscal year-end financial statements delivered pursuant to the immediately preceding clause (iiA), an unaudited consolidated balance sheet of each of the Borrower and Convergys and related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter and for the elapsed interim period following the last completed fiscal year and for the comparable periods of the prior fiscal year (the “Quarterly Financial Statements”); and (C) pro forma consolidated balance sheet and related consolidated statement of income or operations of the Borrower for the last completed fiscal year and for the latest interim period covered by the Quarterly Financial Statements of the Borrower, in each case after giving effect to consummation of this Amendment, the Contribution AgreementConvergys Acquisition and the other transactions contemplated hereby (the “Pro Forma Financial Statements”), and promptly after the statements of operations, parent net investment and cash flows of the oil and natural gas properties to be transferred to the Company, for the periods specified; such historical financial statements have been for such periods are available, all of which financial statements shall be prepared in conformity accordance with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout and meet the periods involved except to the extent disclosed in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 requirements of Regulation S-K X under the Securities Act of 1933, as amended (the “Securities Act”) and all other accounting rules and regulations of the Commission. Except as disclosed in SEC promulgated thereunder applicable to a registration statement under the Preliminary ProspectusSecurities Act on Form S-3; provided, the Prospectus that financial statements of Convergys and the Time Pro Forma Financial Statements shall only be provided to the extent required by Rule 3-05 and Article 11 of Sale ProspectusRegulation S-X; provided, further, that the Company is not party to Borrower’s and Convergys’s public filing of any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the required financial statements or other financial data filed with the Commission as a part SEC shall satisfy the requirements of the Registration Statement clauses (A) and included in the Preliminary Prospectus, the Prospectus and Time (B) of Sale Prospectusthis paragraph (g).

Financial Statements. The financial statements FleetBoston has previously made available to Bank of America copies of (i) the Company consolidated balance sheet of FleetBoston and its Subsidiaries as of December 31, 2000, 2001 and 2002, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the years then ended as reported in FleetBoston's Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (the "FleetBoston 2002 10-K") filed with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), accompanied by the audit report of PricewaterhouseCoopers LLP, independent public accountants with respect to FleetBoston, and (ii) the oil unaudited consolidated balance sheet of FleetBoston and natural gas properties to be transferred to its Subsidiaries as of June 30, 2002 and 2003, and the Company pursuant to the Contribution Agreementrelated consolidated statements of income, filed with the Commission as a part changes in stockholders' equity and cash flows of the Registration Statementsix month periods then ended, and included as reported in FleetBoston's Quarterly Report on Form 10-Q for the Preliminary Prospectusquarterly period ended June 30, 2003 (the Prospectus and "FleetBoston 10-Q"). The December 31, 2002 consolidated balance sheet of FleetBoston (including the Time of Sale Prospectusrelated notes, present where applicable) fairly presents in all material respects the consolidated financial condition position of FleetBoston and its Subsidiaries as of the Company date thereof, and each the other financial statements referred to in this Section 3.6 (including the related notes, where applicable) fairly present in all material respects the results of the subsidiaries (consolidated operations and changes in stockholders' equity and consolidated financial position of FleetBoston and its Subsidiaries for the respective fiscal periods or as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (eachrespective dates therein set forth, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (subject to normal year-end audit adjustments in amounts consistent with past experience in the case of clause unaudited statements; each of such statements (ii)including the related notes, after giving effect to consummation where applicable) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the Contribution Agreement)SEC with respect thereto; and each of such statements (including the related notes, and the statements of operations, parent net investment and cash flows of the oil and natural gas properties to be transferred to the Company, for the periods specified; such financial statements have where applicable) has been prepared in conformity all material respects in accordance with generally accepted accounting principles in the United States of America (“GAAP”) GAAP consistently applied on a consistent basis throughout during the periods involved except to the extent disclosed involved, except, in each case, as indicated in such statements or in the notes thereto. There The books and records of FleetBoston and its Subsidiaries have been, and are no financial statements (historical or pro forma) that are required to be included being, maintained in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-all material respects in accordance with GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement any other applicable legal and included in the Preliminary Prospectus, the Prospectus accounting requirements and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet reflect only actual transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectus.

Financial Statements. The financial statements of (i) the Company and (ii) the oil and natural gas properties to be transferred Parent has previously made available to the Company pursuant copies of (a) the consolidated balance sheet of the Parent and its Subsidiaries as of December 31 for the fiscal year 2007, and the related consolidated statements of income, shareholders’ equity and cash flows for the fiscal years 2006 and 2007, accompanied by the audit report of Xxxxx Xxxxxx Company LLP, independent public accountants with respect to the Contribution AgreementParent (the “2007 Parent Audited Financial Statements”) and (b) the consolidated balance sheet of the Parent and its Subsidiaries as of June 30, 2007, and the related consolidated statements of income, shareholders’ equity and cash flows for the six-month period then ended (the “June 30 Parent Unaudited Financial Statements”). Each of the December 31, 2007 and June 30, 2008 consolidated balance sheets of the Parent (including the related notes, where applicable) fairly present the consolidated financial position of the Parent and its Subsidiaries as of the date of such balance sheet, and the other financial statements referred to in this Section 5.7 (including the related notes, where applicable) fairly present, and the financial statements to be filed with the Commission as a part of SEC after the Registration Statementdate hereof will fairly present (subject, and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, present fairly in all material respects the financial condition of the Company and each of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (iieach of the unaudited statements, to recurring audit adjustments normal in nature and amount), after giving effect to consummation the results of the Contribution Agreement)consolidated operations and consolidated financial position of the Parent and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements of operationsto be filed with the SEC after the date hereof will comply, parent net investment in all material respects, with applicable accounting requirements and cash flows with the published rules and regulations of the oil SEC with respect thereto; and natural gas properties each of such statements (including the related notes, where applicable) has been, and the financial statements to be transferred to filed with the CompanySEC after the date hereof will be, for prepared in accordance with GAAP consistently applied during the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved involved, except to the extent disclosed as indicated in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included thereto or, in the Registration Statementcase of unaudited statements, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All nonpermitted by Form 10-GAAP financial measures (as defined in Regulation G Q of the Commission) SEC. The books and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K records of the Commission. Except as disclosed Parent and its Subsidiaries have been, and are being, maintained in the Preliminary Prospectus, the Prospectus accordance with GAAP and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public applicable legal and accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectusrequirements.

Financial Statements. The audited financial statements of Tenneco and consolidated subsidiaries as of December 31, 1995 and 1994 and for the three years ended December 31, 1995, included in Tenneco's 1995 Annual Report on Form 10-K, as filed with the Commission, (i) the Company and (ii) the oil and natural gas properties to be transferred to the Company pursuant to the Contribution Agreement, filed with the Commission as a part of the Registration Statement, and included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, present fairly in all material respects the financial condition of the Company and each of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement), and the statements of operations, parent net investment and cash flows of the oil and natural gas properties to be transferred to the Company, for the periods specified; such financial statements have been were prepared in conformity accordance with generally accepted accounting principles in the United States of America (“GAAP”) GAAP applied on a consistent basis throughout the periods involved (except to the extent disclosed as indicated therein or in the notes thereto) and (ii) fairly present the financial position of Tenneco and consolidated subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods then ended. There are no The unaudited financial statements of Tenneco and consolidated subsidiaries as of March 31, 1996 and 1995 and for the three-month periods ended on each of such dates, included in Tenneco's March 31, 1996 Quarterly Report on Form 10-Q as filed with the Commission, (A) comply in all material respects with the published rules and regulations of the Commission with respect thereto, (B) were prepared in accordance with GAAP, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as indicated therein or in the notes thereto) and (C) fairly present the financial position of Tenneco and consolidated subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described herein or in the notes or schedules thereto. The unaudited pro forma financial information of the Energy Business (including related notes thereto) as of December 31, 1995 included in EXHIBIT F-1 attached to this Agreement (which were prepared without cash flow statements and treating the Energy Business as if it were a separate entity for the purpose of estimates and judgments of materiality) appropriately reflects all significant pro forma adjustments necessary to and does fairly present the financial position of the Energy Business as of December 31, 1995 and for the year then ended, except that such financial information was prepared on the assumption that the Energy Business had no long-term debt as of December 31, 1995. The historical or pro forma) that are required to be financial balances included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not unaudited pro forma financial balances included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) and ratios EXHIBIT F-1 have been derived using non-GAAP financial measures contained in the Registration Statement and from amounts included in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus have been consolidated balances presented in compliance with Item 10 the audited financial statements of Regulation STenneco and consolidated subsidiaries included in Tenneco's December 31, 1995 Annual Report on Form 10-K of as filed with the Commission. Except The unaudited pro forma financial information of the Energy Business (including related notes thereto) as disclosed of March 31, 1996 included in EXHIBIT F-2 attached to this Agreement (which were prepared without cash flow statements and treating the Energy Business as if it were a separate entity for the purpose of estimates and judgments of materiality) appropriately reflects all significant pro forma adjustments necessary to and does fairly present the financial position of the Energy Business as of March 31, 1996, except that such financial information was prepared on the assumption that the Energy Business had no long-term debt as of March 31, 1996. The historical financial balances included in the Preliminary Prospectus, unaudited pro forma financial balances included in EXHIBIT F-2 have been derived from amounts included in the Prospectus and consolidated balances presented in the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the audited financial statements or other financial data of Tenneco and consolidated subsidiaries included in Tenneco's March 31, 1996 Quarterly Report on Form 10-Q as filed with the Commission. The financial statements of Tennessee Gas Pipeline Company, Midwestern Gas Transmission Company and East Tennessee Natural Gas Company as of and for the years ended December 31, 1995 and 1994 included on pages 110 through 123 of each company's respective Federal Energy Regulatory Commission Form 2 were prepared in all material respects in accordance with the accounting requirements of the Federal Energy Regulatory Commission as a part set forth in its applicable Uniform System of the Registration Statement Accounts and included in the Preliminary Prospectus, the Prospectus and Time of Sale Prospectus.published accounting releases. 4.5

Financial Statements. The financial consolidated balance sheets of such party and its Subsidiaries as of December 31, 1997, 1996 and 1995 and related consolidated statements of (i) income, cash flows and changes in stockholders' equity for each of the Company three years in the three-year period ended December 31, 1997, together with the notes thereto, audited by such party's independent auditors and (ii) the oil and natural gas properties to be transferred to the Company pursuant to the Contribution Agreement, included in an annual report on Form 10-K as filed with the Securities and Exchange Commission as a part of (the Registration Statement, and included in the Preliminary Prospectus"SEC") (collectively, the Prospectus and the Time of Sale Prospectus, present fairly in all material respects the financial condition of the Company and each of the subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Commission) of the Company (each, a “Subsidiary,” and together, the “Subsidiaries”), if any, as of and at the dates indicated (in the case of clause (ii), after giving effect to consummation of the Contribution Agreement"Audited Financial Statements"), and the consolidated balance sheet of such party and its Subsidiaries as of March 31, 1998 and related consolidated statements of operationsincome, parent net investment and cash flows of the oil and natural gas properties to be transferred to the Company, changes in stockholders' equity for the periods specified; such financial statements three-month period ended March 31, 1998 included in a quarterly report on Form 10-Q as filed with the SEC (collectively, the "Unaudited Financial Statements", and together with the Audited Financial Statements, the "Financial Statements") have been prepared in conformity accordance with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout ("GAAP"), present fairly the periods involved except to consolidated financial position of such party and its Subsidiaries at the extent disclosed in the notes thereto. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus that are not included as required. All non-GAAP financial measures (as defined in Regulation G of the Commission) and ratios derived using non-GAAP financial measures contained in the Registration Statement and included in the Preliminary Prospectus, the Prospectus dates and the Time of Sale Prospectus have been presented in compliance with Item 10 of Regulation S-K of the Commission. Except as disclosed in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, the Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, consolidated results of operations, liquiditychanges in stockholders' equity and cash flows of such party and its Subsidiaries for the periods stated therein, capital expendituressubject, capital resources or significant components of revenues or expenses. To in the knowledge case of the CompanyUnaudited Financial Statements, no person who to normal year-end audit adjustments, and are derived from the books and records of such party and its Subsidiaries, which are complete and accurate in all material respects and have been maintained in all material respects in accordance with applicable laws and regulations. Neither such party nor any of its Subsidiaries has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated material contingent liabilities that are not described in or otherwise aided the preparation of, or audited, the financial statements or described above other financial data filed with the Commission as a part of the Registration Statement and included than liabilities incurred in the Preliminary Prospectusordinary course of such party's business consistent with past practice, or in connection with this Agreement and the Prospectus and Time of Sale Prospectustransactions contemplated hereby.