Common use of Financial Condition Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Financial Condition. Company has heretofore delivered to Lenders, pursuant to subsection 3.1G, (ai) The consolidated statements of income, balance sheet sheets and statements of the cash flows with respect to Company and its consolidated Subsidiaries as of for the Fiscal Year ended December 31, 2006, 2002 and the related consolidated (ii) statements of income income, balance sheets and statements of cash flows of the with respect to Company and its consolidated Subsidiaries for the fiscal year then endedFiscal Quarters ended March 31, reported on by Ernst & Young LLP2003, independent public accountantsJune 30, copies of which have been furnished to the Administrative Agent 2003 and the Lenders prior to the date hereofSeptember 30, present fairly2003. All such statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position (on a consolidated financial condition and, where applicable, consolidating basis) of the Company and its consolidated Subsidiaries entities described in such financial statements as at such date the respective dates thereof and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows (on a consolidated and, where applicable, consolidating basis) of the Company and its consolidated Subsidiaries entities described therein for each of the fiscal period periods then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereofsubject, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of any such unaudited statements financial statements, to changes resulting from audit and normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”)adjustments. No Borrower has, as of the Effective Closing Date, since December 31any Contingent Obligation, 2006contingent liability or unusual long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and, there has been no Material Adverse Effectas of any date subsequent to the Closing Date, is not reflected in the most recent financial statements delivered to Lenders pursuant to subsection 5.1 or the notes thereto (other than (a) those liabilities reflected on the Schedules to this Agreement and (b) Performance Guaranties and Contingent Obligations that are permitted to be incurred under subsection 6.4) 62 and that, in any such case, is material in relation to the business, operations, properties, assets or financial condition of Company or any of its Subsidiaries taken as a whole.

Financial Condition. (a) The consolidated balance sheet of the Company and its consolidated Subsidiaries as of December 31, 2006, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then ended, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished Borrower has delivered to the Administrative Agent and the Lenders prior (a) balance sheets and the related statements of income and of cash flows of Belden Inc. (as the accounting acquirer with respect to the date hereofJuly 15, present fairly0000 xerger involving the Borrower and Belden Inc.) and its Subsidiaries on a consolidated basis for the fisxxx xxars ended December 31, 2002, December 31, 2003 and December 31, 2004 audited by a nationally recognized independent accounting firm, (b) a company-prepared unaudited balance sheet and related statements of income and cash flows for the Borrower and its Subsidiaries on a consolidated basis for the three (3) consecutive fiscal quarters ending September 30, 2005, (c) a company-prepared pro forma balance sheet and related statements of income and cash flows for the Borrower and its Subsidiaries on a consolidated basis giving effect to the initial Loans and other Extension of Credit under this Agreement and the other transactions contemplated herein as of September 30, 2005, in all material respects, form and substance reasonably satisfactory to the consolidated financial condition Arranger and the Administrative Agent and (d) five-year projections of the Company Borrower and its Subsidiaries on a consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such datebasis, all in accordance with GAAP consistently applied (except as approved form and substance reasonably satisfactory to the Administrative Agent and certified by the chief financial officer of such entity the Borrower that they fairly present the financial condition of the Borrower and its Subsidiaries as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto dates indicated and that may be required by the SEC (i) with respect to the audited and unaudited financial statements, they fairly present the results of their operations and their cash flows for the periods indicated, subject (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas case of the Company effected as of or prior unaudited financial statements) to December 31changes resulting from audit and normal year-end adjustments, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to pro forma balance sheet and the negative revision projections, were prepared in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesgood faith based upon reasonable assumptions. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

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

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

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

Financial Condition. (a) The audited consolidated balance sheet sheets of the Company Borrower and its consolidated Subsidiaries as of at January 1, 2000, December 3130, 20062000 and December 29, 2001 and the related consolidated statements of income and of cash flows of the Company and its consolidated Subsidiaries for the fiscal year then endedyears ended on such dates, reported on by Ernst & Young and accompanied by an unqualified report from Arthur Andersen LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respects, fairly the consolidated financial condition of the Company xxxxxtixx xx xhe Borrower and its consolidated Subsidiaries as at such date dates, and the consolidated results of the its operations of the Company and its consolidated Subsidiaries cash flows for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas respective fiscal years then ended. The unaudited consolidated balance sheet of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company Borrower and its consolidated Subsidiaries as of at September 3028, 20072002, and the related unaudited consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal nine-month period then ended, copies of which have been furnished to the Administrative Agent ended on or prior to the date hereofsuch date, present fairly, in all material respects, fairly the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such date date, and the consolidated results of the its operations of the Company and its consolidated Subsidiaries cash flows for the nine-month period then ended on (subject to normal year-end audit adjustments). All such datefinancial statements, all including the related schedules and notes thereto, have been prepared in accordance with GAAP (subject to the absence of footnotes with respect to unaudited quarterly statements) applied consistently applied throughout the periods involved (except as approved by the chief financial officer aforementioned firm of such entity accountants and as disclosed therein), subject in . As of the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes date of this representation the effect Agreement, no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of any subsequent revisions or restatements thereto derivatives, other than those that may be required by the SEC with respect to (i) the accounting treatment relating are not material to the negative revision in the proven reserves of crude oil Borrower and natural gas of the Company effected its Subsidiaries taken as of a whole or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) are reflected in the manner most recent financial statements referred to in which this paragraph or in the Company reported changes Borrower's most recent report on Form 10-K and any subsequent reports on Form 10-Q or Form 8-K filed with the SEC prior to the accounting for various hedging transactions date of this Agreement (such filings, the "SEC Filings"). During the period from December 29, 2001 to and related ceiling test impairment charges. (c) Except including the date of this Agreement there has been no Disposition by any Group Member of any part of its business or property material to the Borrower and its Subsidiaries taken as a whole except as set forth in Schedule 4.05 the most recent financial statements referred to in this paragraph or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse EffectBorrower's SEC Filings.

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

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

Financial Condition. (a) The Borrower has heretofore furnished to the Lenders (i) the consolidated balance sheet sheets of the Company Borrower and its consolidated Consolidated Subsidiaries as of at December 31, 2006, 2006 and 2007 and the related consolidated statements of income operations, cash flows and changes in common shareholders’ equity of the Borrower and its Consolidated Subsidiaries for the three fiscal years ended December 31, 2007, with the opinion thereon of Deloitte & Touche LLP, (ii) the unaudited consolidated balance sheets and related statements of operations, cash flows and stockholders’ equity of the Borrower and its Consolidated Subsidiaries for the fiscal quarters ended March 31, 2007 and 2008 (with respect to which the auditors have performed an SAS 100 review), (iii) the combined balance sheets of the Acquired Business as at December 31, 2006 and 2007 and the related combined statements of operations, cash flows and business unit equity of the Acquired Business for the three fiscal years ended December 31, 2007, with the opinion thereon of KPMG LLP, and (iv) the unaudited combined balance sheets and related statements of operations and cash flows of the Company and its consolidated Subsidiaries Acquired Business for the fiscal year then endedquarters ended March 31, reported on by Ernst & Young LLP2007 and 2008 (with respect to which the auditors shall have performed an SAS 100 review). Such financial statements fairly present, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior unaudited interim historical financial statements to the date hereof, present fairlybe delivered pursuant to Sections 5.01(d) will fairly present, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries entities to which they relate as at such date the dates presented, and the consolidated results of the their operations of the Company and its consolidated Subsidiaries cash flows for the period ended on such dateperiods presented, all in accordance with GAAP consistently applied (except as approved by except, in the chief case of clauses (ii) and (iv) and in the case of the unaudited interim financial officer of such entity and as disclosed thereinstatements to be delivered pursuant to Section 5.01(d), excluding for purposes normal year-end audit adjustments and/or absence of full footnote disclosures); provided that this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating financial statements of the Acquired Business is made to the negative revision in the proven reserves of crude oil and natural gas best of the Company effected Borrower’s knowledge. Neither the Borrower nor any of its Subsidiaries had on said dates any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as of referred to or prior to reflected or provided for in said balance sheets as at said dates. Since December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner 2007, there has been no event or condition that could result in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesa Material Adverse Effect. (b) The consolidated Borrower has heretofore delivered to the Lenders, the Borrower’s unaudited pro forma condensed combined balance sheets and statements of operations for the Company and its consolidated Subsidiaries as of September 30fiscal year ended December 31, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished after giving effect to the Administrative Agent Transactions as if they had occurred on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer last day of such entity and as disclosed therein), subject period in the case of such unaudited statements to normal year-end audit adjustments the balance sheet and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Datebeginning of such period in the case of the statement of income. Such pro forma financial statements have been, since December 31and the pro forma financial statements to be delivered pursuant to Section 5.01(d) will be, 2006, there has been no Material Adverse Effectprepared in compliance with Regulation S-X under the Securities Exchange Act of 1934.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Company and its consolidated Subsidiaries as of April 30, 2010 (including the notes thereto), as filed in the Disclosure Statement on March 15, 2010 (the “Pro Forma Balance Sheet”) was prepared in good faith based upon assumptions believed by the Company to be reasonable at the time made in light of the circumstances when made. As of the date of the Pro Forma Balance Sheet, none of the Company or its Subsidiaries had any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. (i) The audited consolidated balance sheet of the Company and its Subsidiaries at December 31, 2006, 2009 and the related consolidated statements of income operations, stockholders’ equity and cash flows for the fiscal year ended on such date, reported on by Deloitte & Touche LLP and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries at March 31, 2010 and the related consolidated Subsidiaries statements of operations and cash flows for the fiscal year then ended, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, such statements are deemed furnished to Lenders), fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments) the consolidated financial position of each of the Company and its Subsidiaries as at such date, and the consolidated results of their operations and cash flows for the fiscal periods then ended and, in the case of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through such date, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as approved by the chief financial officer of such entity and as disclosed noted therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. (a) The Company has delivered to the Administrative Agent and the Lenders: (i) audited consolidated financial statements of the Company and its Subsidiaries (including reconciliation information consistent with historical practices for the Company and its Restricted Subsidiaries) for the fiscal years ended December 31, 2004, 2005 and 2006, together with the related consolidated statements of income or operations, equity and cash flows for the fiscal years ended on such dates; (ii) unaudited consolidated financial statements of the Company and its Subsidiaries (including reconciliation information consistent with historical practices for the Company and its Restricted Subsidiaries) for each fiscal quarter of 2007 through the most recently ended fiscal quarter prior to the Closing Date for which financial statements are available, together with the related consolidated statements of income or operations, equity and cash flows for each such fiscal quarter; (iii) pro forma consolidated financial statements of the Company and its Restricted Subsidiaries (including reconciliation information consistent with historical practices for the Company and its Restricted Subsidiaries), after giving effect to the Acquisitions consummated on the Closing Date, for the most recent four quarter period for which financial statements are available; and (iv) a pro forma balance sheet of the Company and its consolidated Restricted Subsidiaries (including reconciliation information consistent with historical practices for the Company and its Restricted Subsidiaries), after giving effect to the Acquisitions consummated on the Closing Date, as of December 31the Closing Date. Each of the financial statements described in the foregoing clauses (i) and (ii): (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, 2006except as otherwise expressly noted therein; (B) fairly present the financial condition of the applicable entities as of the date thereof and results of operations for the period covered thereby (subject, in the case of the unaudited financial statements, to (i) the absence of footnotes (except as required by applicable law) and (ii) normal year-end adjustments); and (C) show all material Indebtedness and other material liabilities, direct or contingent, of the related consolidated applicable entities as of the date thereof, including liabilities for taxes, material commitments and contingent obligations. The financial statements described in the foregoing clauses (ii) and (iv) have been prepared in good faith based on assumptions believed by the Company to be reasonable as of the date of delivery thereof (it being understood that such assumptions are based on good faith estimates of certain items and that the actual amount of such items on the Closing Date is subject to change) and present fairly in all material respects on a Pro Forma Basis the financial position of the applicable entities as of the date thereof, assuming the occurrence of the Acquisitions consummated on the Closing Date on the first day of such period. (b) The eight-year projections (including quarterly projections for fiscal year 2007 and annual projections for each fiscal year thereafter) of balance sheets, income statements and cash flows of the Company and its consolidated Restricted Subsidiaries for the fiscal year then ended, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished delivered to the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereofClosing Date have been prepared in good faith based upon good faith estimates and assumptions believed by the Credit Parties to be reasonable at the time made, present fairly, in all material respects, it being recognized by the consolidated financial condition of the Company Lenders that such projections as to future events are not to be viewed as facts and its consolidated Subsidiaries as at such date and the consolidated that actual results of the operations of the Company and its consolidated Subsidiaries for during the period ended on or periods covered by any such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that projections may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesdiffer from projected results. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. (i) Immediately after the consummation of Full ------------------- Line Acquisition and the other transactions to occur on the date hereof and immediately following the making of each Advance made on the date hereof and after giving effect to the application of the proceeds of such Advances, (a) The consolidated balance sheet the fair value of the assets of the Company and its Subsidiaries on a consolidated Subsidiaries as of December 31basis, 2006at a fair valuation, will exceed the debts and the related consolidated statements of income and cash flows liabilities, subordinated, contingent or otherwise, of the Company and its Subsidiaries on a consolidated Subsidiaries for basis; (b) the fiscal year then ended, reported on by Ernst & Young LLP, independent public accountants, copies present fair saleable value of which have been furnished to the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respects, the consolidated financial condition assets of the Company and its Subsidiaries on a consolidated Subsidiaries as at such date and basis will be greater than the consolidated results of amount that will be required to pay the operations probable liability of the Company and its Subsidiaries on a consolidated Subsidiaries for the period ended basis on their debts and other liabilities, subordinated, contingent or otherwise, as such date, all in accordance with GAAP consistently applied debts and other liabilities become absolute and matured; (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (ic) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its Subsidiaries on a consolidated Subsidiaries basis will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as of September 30, 2007, such debts and the related consolidated statements of income liabilities become absolute and cash flows of matured; and (d) the Company and its Subsidiaries on a consolidated Subsidiaries for basis will not have unreasonably small capital with which to conduct the fiscal period then ended, copies of businesses in which have been furnished they are engaged as such businesses are now conducted and are proposed to the Administrative Agent on or prior to be conducted after the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and . (ii) The Company does not intend to, or to permit any of its Subsidiaries to, and does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the manner timing of and amounts of cash to be received by it or any such Subsidiary and the timing of the amounts of cash to be payable on or in which respect of its Debt or the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesDebt of any such Subsidiary. (ciii) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there There has been no Material Adverse Effectmaterial adverse change in the business, properties or condition (financial or otherwise) of Company or any of its Subsidiaries since the date of the latest of the Financial Statements.

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

Financial Condition. (a) The consolidated balance sheet of the Company and its consolidated Subsidiaries as of at December 31, 2006, 1996 and the related consolidated statements of income and of cash flows of the Company and its consolidated Subsidiaries for the fiscal year then endedended on such date, reported on by Ernst & Young LLP, independent public accountantsYoung, copies of which have heretofore been furnished to the Administrative Agent each Lender, are complete and the Lenders prior to the date hereof, correct and present fairly, fairly in all material respects, respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date date, and the consolidated results of the their operations of the Company and its their consolidated Subsidiaries cash flows for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) fiscal year then ended. The unaudited consolidated balance sheets sheet of the Company and its consolidated Subsidiaries as of September 30at March 31, 2007, 1997 and the related unaudited consolidated statements of income and of cash flows of the Company and its consolidated Subsidiaries for the fiscal three-month period then endedended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent on or prior to the date hereofeach Lender, are complete and correct and present fairly, fairly in all material respects, respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date date, and the consolidated results of the their operations of the Company and its their consolidated Subsidiaries cash flows for the three-month period then ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosurethe absence of footnotes). (b) All such financial statements, excluding for purposes including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither Borrower nor any of this representation its consolidated Subsidiaries had, at the effect date of any subsequent revisions or restatements thereto that may be required by the SEC most recent balance sheet referred to above with respect to (i) the accounting treatment relating to the negative revision such Borrower, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 foregoing statements or in the annual and quarterly reports referred notes thereto. Except to the extent permitted under this Agreement or separately disclosed to the Lenders in Section 4.07 (collectively, writing prior to the “Disclosure Update”), as of the Effective Date, since December 31, 2006date hereof, there has been no Material Adverse Effectsale, transfer or other disposition by either Borrower or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of such Borrower and its consolidated Subsidiaries at December 31, 1996 during the period from December 31, 1996 to and including the date hereof.

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

Financial Condition. (a) The audited consolidated balance sheet sheets of the Company Borrower and its consolidated Subsidiaries as of December 31April 30, 20061995, April 30, 1996 and April 26, 1997 and the related audited consolidated statements of income and of cash flows of the Company and its consolidated Subsidiaries for the fiscal year then ended, reported years ended on by Ernst & Young LLP, independent public accountants, copies of which such dates have heretofore been furnished to each Lender. Such financial statements (including the Administrative Agent notes thereto) (i) have been audited by Price Waterhouse, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iii) (on the Lenders prior basis disclosed in the footnotes to the date hereof, such financial statements) present fairly, in all material respects, the consolidated financial condition condition, results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods. The unaudited interim consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at such date the end of, and the related unaudited interim consolidated results statements of income and of cash flows for, each of the operations three-month periods ending on July 26, 1997, October 25, 1997 and January 24, 1998 and each fiscal month ended after January 24, 1998 and prior to the Effective Date have heretofore been furnished to each Lender. During the period from April 26, 1997 to and including the Effective Date, except for the Spin-Offs or as disclosed in Schedule 5.1 hereto, there has been no sale, transfer or other disposition by the Borrower or its Subsidiaries of any material part of the Company business or property of the Borrower and its consolidated Subsidiaries for the period ended on such dateSubsidiaries, all in accordance with GAAP consistently applied (except taken as approved a whole, and no purchase or other acquisition by the chief financial officer any of such entity and as disclosed therein), excluding for purposes of this representation the effect them of any subsequent revisions business or restatements thereto that may be required by the SEC with respect to property (iincluding any Capital Stock of any other Person) the accounting treatment relating material in relation to the negative revision consolidated financial condition of the Borrower and its consolidated Subsidiaries, taken as a whole, in each case, which is not reflected in the proven reserves of crude oil foregoing financial statements or in the notes thereto and natural gas of has not otherwise been disclosed in writing to the Company effected as of Lenders on or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesEffective Date. (b) The consolidated pro forma balance sheets sheet of the Company Borrower and its consolidated Subsidiaries (the "Pro Forma Balance Sheet"), copies of which have heretofore been furnished to each Lender, is the balance sheet of the Borrower and its consolidated Subsidiaries as of September 30January 24, 20071998 (the "Pro Forma Date"), and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished adjusted to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries give effect (as at if such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended events had occurred on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect ) to (i) the accounting treatment relating to consummation on the negative revision in the proven reserves of crude oil and natural gas Effective Date of the Company effected as of or prior to December 31Transactions, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner making of the Loans to be made on the Effective Date in which an aggregate principal amount of up to $925,000,000 and (iii) the Company reported changes payment of estimated fees, expenses, financing costs and estimated tax payments related to the accounting for various hedging transactions contemplated hereby and related ceiling test impairment charges. (c) Except as set forth thereby. The Pro Forma Balance Sheet was prepared in Schedule 4.05 or in good faith by a Responsible Officer of the annual Borrower on the basis of reasonable assumptions and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), estimates as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effectdate thereof.

Financial Condition. The Borrower has heretofore furnished to the Lenders each of the following: (i) its consolidated balance sheet and statements of income, stockholders equity and cash flows (a) The consolidated balance sheet as of and for each of the Company fiscal years ended December 31, 2003 and December 31, 2004, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (b) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2005, certified by its chief financial officer. Such consolidated financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Consolidated Subsidiaries as of such date and for such period in accordance with GAAP, subject to year-end adjustments and the absence of footnotes in the case of the statements referred to in clause (b) above; (ii) the Statutory Statements for the year ended December 31, 20062004 of each Insurance Company that is a Material Subsidiary and that is required by any Applicable Insurance Regulatory Authority to file such Statutory Statements, and such Statutory Statements have been prepared in accordance with statutory accounting practices and filed with the Applicable Insurance Regulatory Authorities, and present fairly, in all material respects, the financial condition of such Insurance Company as at said date and its results of operations for the fiscal year ended on said date in accordance with statutory accounting practices; and (iii) consolidated balance sheets of each Material Subsidiary which is not an Insurance Company described in paragraph (ii) above and its Consolidated Subsidiaries as at December 31, 2004, and the related consolidated statements of income income, stockholders’ equity and cash flows of the Company such Material Subsidiary and its consolidated Consolidated Subsidiaries for the its fiscal year then endedended on said date, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to the date hereof, all such financial statements present fairly, in all material respects, the consolidated financial condition of the Company such Material Subsidiary and its consolidated Consolidated Subsidiaries as at such the applicable date and the consolidated results of the their operations of the Company and its consolidated Subsidiaries for the period fiscal year ended on such said date, all in accordance with GAAP consistently and practices applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargeson a consistent basis. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

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

Financial Condition. (a) The consolidated balance sheet of the Company and its consolidated Subsidiaries as of at December 31, 2006, 1998 and the related consolidated statements of income and of cash flows of the Company and its consolidated Subsidiaries for the fiscal year then endedended on such date, reported on by Ernst & Young LLP, independent public accountantsYoung, copies of which have heretofore been furnished to the Administrative Agent each Lender, are complete and the Lenders prior to the date hereof, correct and present fairly, fairly in all material respects, respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date date, and the consolidated results of the their operations of the Company and its their consolidated Subsidiaries cash flows for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) fiscal year then ended. The unaudited consolidated balance sheets sheet of the Company and its consolidated Subsidiaries as of at September 30, 2007, 1999 and the related unaudited consolidated statements of income and of cash flows of the Company and its consolidated Subsidiaries for the fiscal nine-month period then endedended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent on or prior to the date hereofeach Lender, are complete and correct and present fairly, fairly in all material respects, respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date date, and the consolidated results of the their operations of the Company and its their consolidated Subsidiaries cash flows for the nine-month period then ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosurethe absence of footnotes). (b) All such financial statements, excluding for purposes including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither Borrower nor any of this representation its consolidated Subsidiaries had, at the effect date of any subsequent revisions or restatements thereto that may be required by the SEC most recent balance sheet referred to above with respect to (i) the accounting treatment relating to the negative revision such Borrower, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 foregoing statements or in the annual and quarterly reports referred notes thereto. Except to the extent permitted under this Agreement or separately disclosed to the Lenders in Section 4.07 (collectively, writing prior to the “Disclosure Update”), as of the Effective Date, since December 31, 2006date hereof, there has been no Material Adverse Effectsale, transfer or other disposition by either Borrower or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of such Borrower and its consolidated Subsidiaries at December 31, 1998 during the period from December 31, 1998 to and including the date hereof.

Financial Condition. (a) The consolidated balance sheet Annual Financial Statements of the Company and its consolidated Subsidiaries as of December 31, 2006, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then ended, Borrower reported on by Ernst and accompanied by an unqualified report from Gxxxx Xxxxxxxx LLP or Deloitte & Young Touche LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to the date hereofas applicable, present fairly, fairly in all material respects, respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such date (other than any qualifications as may be required as a result of (x) an actual or prospective default or event of default with respect to a financial covenant under this Agreement and the definitive documentation governing any material Indebtedness (including the financial covenants set forth in Section 7.1) or (y) the impending maturity of any material Indebtedness), and the consolidated results of its operations and consolidated cash flows for the operations respective fiscal year then ended. The Interim Financial Statements of the Company Borrower and its Subsidiaries present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such dates, and the consolidated results of its operations and its consolidated Subsidiaries cash flows for the period periods then ended on (subject to the absence of footnotes and normal year-end audit adjustments). All such datefinancial statements, including the related schedules and notes thereto and all financial statements delivered by the Borrower to the Administrative Agent pursuant to Section 6.1 have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as approved by the chief financial officer aforementioned firm of such entity accountants and as disclosed therein), excluding for purposes of this representation the effect . None of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”)Group Member had, as of the Effective Closing Date, since December 31any material Guarantee Obligations, 2006contingent liabilities and liabilities for taxes, there has been no Material Adverse Effector any long-term leases or unusual forward or long-term commitments, including any interest rate or Foreign Currency swap or exchange transaction or other obligation in respect of derivatives, that, to the extent required to be shown in accordance with GAAP, are not reflected in the most recent financial statements referred to in this paragraph.

Financial Condition. Company has heretofore delivered to Lenders, at Lenders' request, the following financial statements and information: (ai) The the audited consolidated balance sheet of the Company and its consolidated Subsidiaries as of December 31at fiscal years, 20061994, 1995 and 1996, and the related consolidated statements of income income, stockholders' equity and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then endedended together with auditors letters provided to Company in respect of such balance sheets, reported on by Ernst & Young LLP, independent public accountants, copies (ii) the unaudited consolidated balance sheet of which have been furnished to Company and its Subsidiaries for the Administrative Agent and the Lenders Company's last fiscal quarter ending prior to the date hereofClosing Date and the related unaudited consolidated statements of income, present fairlystockholders' equity and cash flows of Company and its Subsidiaries for the period from December 30, 1996 to the fiscal quarter then ended and (iii) a pro-forma balance sheet for Company and its Subsidiaries as of the last day of Company's third fiscal period giving effect to the transaction to be consummated on the Closing Date together with an income statement for Company and its Subsidiaries for the three fiscal periods ending on such date. All such statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position (on a consolidated financial condition basis) of the Company and its consolidated Subsidiaries entities described in such financial statements as at such date the respective dates thereof and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows (on a consolidated basis) of the Company and its consolidated Subsidiaries entities described therein for each of the fiscal period periods then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereofsubject, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of any such unaudited statements financial statements, to changes resulting from audit and normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision omission of footnotes. Company does not (and will not following the funding of the initial Loans) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long- term commitment that is not reflected in the proven reserves of crude oil foregoing financial statements or the notes thereto or the most recent financial statements delivered by Company pursuant to subsection 6.1 and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 singly or in the annual and quarterly reports referred aggregate would reasonably be expected to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no have a Material Adverse Effect.

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

Financial Condition. (a) The consolidated balance sheet annual statement of the Company and its consolidated Subsidiaries each Significant Insurance Subsidiary as of December 31, 20062009, as filed with the applicable Insurance Regulatory Authority of the state of its domicile, together with the related exhibits, schedules and explanations therein contained or thereto annexed, copies of which have been made available to each of the Administrative Agent and the Lenders, are a full and true statement of all assets and liabilities and of the condition and affairs of such Significant Insurance Subsidiary as of such date and of its income and deductions therefrom for the year then ended (within the meaning of applicable regulations and practices of the applicable Insurance Regulatory Authority of such state), and each such annual statement is accompanied by an opinion of the Corporate Actuary of such Significant Insurance Subsidiary to the effect that the amounts carried in the balance sheet of such Significant Insurance Subsidiary contained therein of certain actuarial items (i) meet the requirements of the insurance Applicable Laws of such state, (ii) are computed in accordance with accepted loss reserving standards and principles, and (iii) make a reasonable provision for all unpaid loss and loss expense obligations of such Significant Insurance Subsidiary under the terms of its policies and agreements. (b) The unaudited pro forma balance sheet of the Borrower as of December 31, 2009, and the related consolidated pro forma statements of income and retained earnings and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then ended, reported on by Ernst & Young LLPtogether with the Borrower’s notes thereto, independent public accountantswhich give effect to the completion of the portions of the Plan of Reorganization described in clauses (a) and (b) of the definition of such term, copies a copy of which have been furnished has been, in each case, made available to each of the Administrative Agent and the Lenders prior to the date hereofLenders, present fairlyfairly present, in all material respectsconformity with GAAP, the consolidated financial condition pro forma effects of the Company and its consolidated Subsidiaries completion of such portions as at of such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in The unaudited pro forma balance sheet of the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), Borrower as of the Effective Date, since December 31, 20062009, and the related pro forma statements of income and retained earnings and cash flows for the fiscal year then ended, which give effect to the completion of the portions of the Plan of Reorganization described in clauses (a) through (d) of the definition of such term, a copy of which has been, in each case, made available to each of the Administrative Agent and the Lenders, fairly presents, in conformity with GAAP, the pro forma effects of the completion of such portions as of such date and for such fiscal year. (d) Since December 31, 2009, there has been no Material event, occurrence or development which has had or could reasonably be expected to have a Materially Adverse Effect.

Financial Condition. (a1) The consolidated balance sheet of the Company Borrower and its consolidated Consolidated Subsidiaries as of at December 31, 20061998, and the related consolidated statements of income and operations, of cash flows and of changes in stockholders' equity for the Company fiscal year ended on that date, which have been furnished to each Lender, present fairly in all material respects the consolidated financial condition of Borrower and its Consolidated Subsidiaries as at that date, and the consolidated Subsidiaries results of their operations and their consolidated cash flows for the fiscal year then ended. (2) The consolidated balance sheet of Borrower and its Consolidated Subsidiaries at June 30,1999, reported and the related consolidated statements of operations, of cash flows and of changes in stockholders' equity for the two fiscal quarters ended on that date, which have been furnished to each Lender, present fairly in all material respects the consolidated financial condition of Borrower and its Consolidated Subsidiaries as at that date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. (3) The unaudited pro forma consolidated balance sheet of Borrower and its Consolidated Subsidiaries, as at June 30, 1999, certified by Ernst & Young LLP, independent public accountantsan Authorized Officer, copies of which have been furnished to the Administrative Agent and the Lenders prior to the date hereofeach Lender, present fairly, represents in all material respects, respects the pro forma consolidated financial condition of the Company each of Borrower and its consolidated Consolidated Subsidiaries as at such that date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the after giving effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in initial extensions of credit under this Agreement; PROVIDED THAT the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in financial information which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then endedconstitute projections, copies of which have been furnished to the Administrative Agent on or each Lender prior to the date hereofClosing Date, present fairlywere prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed by Borrower to be reasonable in all material respects, respects at the consolidated financial condition of time made and which Borrower believes are reasonable in all material respects on the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargeshereof. (c4) Except as set forth in Schedule 4.05 or in the annual The consolidated balance sheet and quarterly reports other financial statements, referred to in Section 4.07 SECTIONS 7.01(a)(1) and (collectively, the “Disclosure Update”2), as of including the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.related schedules and notes

Financial Condition. (a) The consolidated balance sheet sheets of the Company Borrower and its consolidated Subsidiaries as of at December 31, 20061998 and December 31, 1999 and the related consolidated statements of income operations, of stockholders' equity and of cash flows of the Company and its consolidated Subsidiaries for the respective fiscal year then endedyears ended on such dates, together with the related notes and schedules thereto, reported on by Ernst & Young Arthur Andersen LLP, independent public accountants, copies of which have whixx xxxe xxxxxxfore been furnished to the Administrative Agent and the Lenders prior to the date hereofeach Lender, present fairly, fairly in all material respects, respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such date dates, and the consolidated results of the their operations of the Company and its their consolidated Subsidiaries cash flows for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesrespective fiscal years then ended. (b) The unaudited condensed consolidated balance sheets sheet of the Company Borrower and its consolidated Subsidiaries as of September 30at March 31, 2007, 2000 and the related unaudited condensed consolidated statements of income operations, of stockholders' equity and of cash flows of the Company and its consolidated Subsidiaries for the fiscal 3-month period then endedended on such dates, together with the related notes and schedules thereto, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent on or prior to the date hereofeach Lender, present fairly, fairly in all material respects, respects the consolidated financial condition of each of the Company Borrower and its consolidated Subsidiaries as at such date dates, and the consolidated results of the their respective operations of the Company and its their consolidated Subsidiaries cash flows for the 3-month period then ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesadjustments). (c) Except All such financial statements referred to in subsections 5.1(a) and (b), including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as set forth approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). On the Restatement Effective Date, except for this Agreement, the other Loan Documents, the Subordinated Note Documents and the matters disclosed in Schedule 4.05 5.1 and 5.20, neither the Borrower nor any of its consolidated Subsidiaries have, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any Hedging Agreements, which is not reflected in the financial statements referred to in subsection 5.1(a) or 5.1(b) or in the annual notes thereto to the extent required by GAAP. During the period from January 1, 2000 to and quarterly reports referred to in Section 4.07 (collectively, including the “Disclosure Update”), as of the Effective Date, since December 31, 2006date hereof, there has been no Material Adverse Effectsale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or Property and no purchase or other acquisition of any business or Property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 1999, other than as set forth on Schedule 5.1.

Financial Condition. (a) The Companies have heretofore furnished to the Lender (i) the audited consolidated balance sheet of the Company ELM and its Subsidiaries and the related consolidated statement of income, retained earnings and cash flow of ELM and its Subsidiaries, audited by PricewaterhouseCoopers LLP, independent certified public accountants, for the fiscal year ended September 30, 2000, and (ii) the unaudited consolidated balance sheet of ELM and its Subsidiaries as of December 31, 2006, and the related consolidated statements of income income, retained earnings and cash flows flow of the Company ELM and its consolidated Subsidiaries for the fiscal year then endednine month period ended September 30, reported 2001. Such financial statements were prepared in conformity with Generally Accepted Accounting Principles, applied on by Ernst & Young LLPa consistent basis, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to the date hereof, fairly present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company ELM and its consolidated Subsidiaries as of the date of such financial statements and for the period ended periods to which they relate, except in the case of interim statements for the absence of notes thereto and for normal year-end audit adjustments, and since September 30, 2001, no Material Adverse Effect has occurred. The Companies shall deliver to the Lender a certificate of the Chief Financial Officer to that effect on the Closing Date. Other than obligations and liabilities arising in the ordinary course of business since September 30, 2001, there are no material obligations or liabilities contingent or otherwise, of ELM or any of its Subsidiaries which are not reflected or disclosed on such dateaudited and unaudited statements or in the footnotes thereto and which are required to be disclosed on such financial statements, all other than obligations of ELM and its Subsidiaries incurred in accordance with GAAP consistently applied the ordinary course of business (except as approved which shall be deemed to exclude acquisitions by ELM or any Subsidiary of ELM of the chief financial officer of such entity and as disclosed therein)business or assets (including, excluding for purposes of this representation the effect without limitation stock) of any subsequent revisions or restatements thereto that may be required by Person other than the SEC with respect to (i) the accounting treatment relating to the negative revision purchase of inventory in the proven reserves ordinary course of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesbusiness). (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30Each Company, 2007jointly, and together with the related consolidated statements Guarantors, are Solvent and immediately after giving effect to each Loan and each other extension of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date credit contemplated by this Agreement and the consolidated results execution of the operations of the Company and its consolidated Subsidiaries for the period ended on such dateeach Loan Document, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may will be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesSolvent. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. The audited consolidated balance sheets of the Parent and its Subsidiaries (aincluding the CMBS Manager and, if any, the subsidiary acting in a capacity analogous to the CMBS Manager pursuant to any Additional Securitization Arrangements) as at December 31, 2008 and December 31, 2007 and the related statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the Parent and its Subsidiaries (including the CMBS Manager and, if any, the subsidiary acting in a capacity analogous to the CMBS Manager pursuant to any Additional Securitization Arrangements) as of such dates, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Company Parent and its consolidated Subsidiaries (including the CMBS Manager and, if any, the subsidiary acting in a capacity analogous to the CMBS Manager pursuant to any Additional Securitization Arrangements) as of December 31at September 30, 20062009, and the related unaudited consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then ended, reported nine-month period ended on by Ernst & Young LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to the such date hereof, present fairly, fairly in all material respects, respects the consolidated financial condition of the Company Parent and its consolidated Subsidiaries (including the CMBS Manager and, if any, the subsidiary acting in a capacity analogous to the CMBS Manager pursuant to any Additional Securitization Arrangements) as at such date date, and the consolidated results of the its operations of the Company and its consolidated Subsidiaries cash flows for the nine-month period then ended on (subject to normal year-end audit adjustments). All such datefinancial statements, all including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as approved by the chief financial officer aforementioned firm of such entity accountants and as disclosed therein). The Parent and its Subsidiaries (including the CMBS Manager and, excluding for purposes of this representation if any, the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating subsidiary acting in a capacity analogous to the negative revision CMBS Manager pursuant to any Additional Securitization Arrangements) do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the proven reserves of crude oil and natural gas of most recent financial statements referred to in this paragraph. During the Company effected as of or prior to period from December 31, 2003 by an amount equal 2008 to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to including the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, hereof there has been no Material Adverse EffectDisposition by the Parent of any material part of its business or Property.

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

Financial Condition. Borrower has heretofore delivered to the Agent, at the Agent's request, the following financial statements and information: (ai) The consolidated the audited balance sheet of the Company and its consolidated Subsidiaries as of COPT at December 31, 20062001, and the related consolidated statements of income income, shareholders' equity and cash flows of COPT for the Company calendar quarter then ended and for the period from the beginning of the then current calendar year up to the end of such calendar quarter, (ii) the unaudited statements of Property Gross Revenues and Property Operating Expenses for each of the Mortgaged Properties for the calendar quarter ended December 31, 2001 and for the period from the beginning of the then current calendar year to the end of such calendar quarter, and the two immediately prior calendar years if available after Borrower's diligent efforts to obtain the same; and (iii) the consolidated financial statements of COPT and its consolidated Subsidiaries for the fiscal year then ended, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished required to be delivered to the Administrative Agent pursuant to this Agreement. The statements referred to in clause (i) of the preceding sentence were prepared in conformity with GAAP and the Lenders prior to the date hereof, present fairlyfairly present, in all material respects, the consolidated financial condition position of the Company COPT and its consolidated Subsidiaries as at such the date thereof and the consolidated results of the operations of the Company COPT and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished subject to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company changes resulting from audit and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-year end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) adjustments. Except as set forth on Schedule 4.3.1 annexed hereto, COPT and its Subsidiaries do not have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or other long-term commitment not customarily involved in Schedule 4.05 or their respective businesses that is not reflected in the annual foregoing financial statements or the notes thereto and quarterly reports referred which is material in relation to in Section 4.07 the business, operations, properties, assets or condition (collectivelyfinancial or otherwise) of COPT and its Subsidiaries, the “Disclosure Update”), taken as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effecta whole.

Financial Condition. (a) The Seller has heretofore furnished to the Buyer a copy of (a) its consolidated balance sheet of for the Company and its consolidated Subsidiaries as of fiscal year ended December 31, 20062005, and the related consolidated statements of income and retained earnings and of cash flows of for the Company Seller and its consolidated Subsidiaries for such fiscal year, each audited by and accompanied by an opinion thereon of KPMG LLP, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of the Seller and its consolidated Subsidiaries as of the end of, and for, such fiscal year then ended, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished to the Administrative Agent in accordance with GAAP and (b) its consolidated balance sheet and the Lenders prior to consolidated balance sheets of its consolidated Subsidiaries for the date hereofquarterly fiscal period of the Seller since December 31, present fairly2005 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous year. All such financial statements are complete and correct and fairly present, in all material respects, the consolidated financial condition position of the Company Seller and its consolidated Subsidiaries as at such date and the consolidated results of the their operations as of the Company such dates and its consolidated Subsidiaries for the period ended on such datefiscal periods, all in accordance with GAAP consistently applied (except as approved by on a consistent basis. Since the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas date of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated most recently such delivered balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006sheet, there has been no Material Adverse Effectmaterial adverse change in the consolidated business, operations or financial condition of the Seller and its consolidated Subsidiaries taken as a whole from that set forth in said financial statements.

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

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

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

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

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

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

Financial Condition. (a) The Borrower has heretofore furnished to each Lender an audited consolidated and related consolidating balance sheet of the Company Borrower and its consolidated Subsidiaries as of December 31, 2006, 1997 and the notes thereto and the related consolidated statements of income income, stockholders' equity and cash flows for the Fiscal Year then ended as examined and certified by PricewaterhouseCoopers, L.L.P., and unaudited consolidated and consolidating interim financial statements of the Company Borrower and its Subsidiaries consisting of a consolidated Subsidiaries for the fiscal year then endedand consolidating balance sheets and related consolidated and consolidating statements of income, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished to the Administrative Agent stockholders' equity and the Lenders prior to the date hereof, present fairlycash flows, in all material respectseach case without notes, for and as of the consolidated end of the nine (9) month period ending September 30, 1998. Except as set forth therein, such financial statements (including the notes thereto) present fairly the financial condition of the Company Borrower and its consolidated Subsidiaries as at of the end of such date Fiscal Year and nine (9) month period and results of their operations and the consolidated results of the operations of the Company and changes in its consolidated Subsidiaries stockholders' equity for the Fiscal Year and interim period ended on such datethen ended, all in accordance conformity with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein)on a Consistent Basis, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision subject however, in the proven reserves case of crude oil and natural gas of the Company effected as of or prior unaudited interim statements to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges.year end audit adjustments; (b) The Borrower has heretofore furnished to each Lender an audited balance sheet of each of FJC and its Subsidiaries, as at their most recent fiscal year ends and the notes thereto and the related statements of income, stockholders' equity and cash flows for the Fiscal Year then ended as examined and certified by independent public accountants, and unaudited consolidated interim financial statements of FJC and its Subsidiaries consisting of consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income income, stockholders' equity and cash flows flows, in each case without notes, for the most recently ended quarterly period for which financial statements are available. Except as set forth therein, such financial statements (including the notes thereto) present fairly the financial condition of each of FJC and its Subsidiaries as of the Company end of such Fiscal Year and quarterly period and results of their operations and the changes in its consolidated Subsidiaries stockholders' equity for the fiscal Fiscal Year and interim period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance conformity with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein)on a Consistent Basis, subject however, in the case of such unaudited interim statements to normal year-year end audit adjustments and reduced footnote disclosure, excluding for purposes adjustments; (c) since the later of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas date of the Company effected as of audited financial statements delivered pursuant to Section 6.6(a) hereof or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as date of the Effective Date, since December 31, 2006audited financial statements most recently delivered pursuant to Section 7.1(a) hereof, there has been no Material Adverse Effect.material adverse change in the condition, financial or otherwise, of the Borrower or any of its Subsidiaries or in the businesses, properties, performance, prospects or operations of the Borrower or its Subsidiaries, nor have such businesses or properties been materially adversely affected as a result of any fire, explosion, earthquake, accident, strike, lockout, combination of workers, flood, embargo or act of God; and (d) except as set forth in the financial statements referred to in Section 6.6(a) or permitted by Section 8.5, neither Borrower nor any Subsidiary has incurred, other than in the ordinary course of business, any material Indebtedness, Contingent Obligation or other commitment or liability which remains outstanding or unsatisfied;

Financial Condition. The audited combined balance sheets, statements of income and statements of cash flows of Speedway Motorsports for the year ended December 31, 2013 have heretofore been furnished to each Lender. Such financial statements (aincluding the notes thereto) (i) have been audited by PricewaterhouseCoopers LLP, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated balance sheet Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the Company fiscal quarter ended September 30, 2014 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of December 31such date and for such periods. During the period from September 30, 20062014 to and including the Effective Date, and the related consolidated statements there has been no sale, transfer or other Asset Disposition by it or any of income and cash flows its Subsidiaries of any material part of the Company business or property of Speedway Motorsports and its consolidated Subsidiaries for the fiscal year then endedSubsidiaries, reported on taken as a whole, and no purchase or other acquisition by Ernst & Young LLP, independent public accountants, copies any of which have been furnished them of any business or property (including any Capital Stock of any other person) material in relation to the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respects, the consolidated combined financial condition of the Company Speedway Motorsports and its consolidated Subsidiaries Subsidiaries, taken as at such date and a whole, in each case which is not reflected in the consolidated results of foregoing financial statements or in the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all notes thereto or has not otherwise been disclosed in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating writing to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent Lenders on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. (a) The consolidated balance sheet sheets of the Company and its consolidated Subsidiaries as of at December 31, 2006, 1997 and the related consolidated statements of income and of cash flows of the Company and its consolidated Subsidiaries for the fiscal year then endedended on such date, reported on by Ernst & Young LLP, independent public accountantsYoung, copies of which have been furnished to the Administrative Agent each Lender, fairly and the Lenders prior to the date hereof, accurately present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date date, and the consolidated results of the their operations of the Company and its their consolidated Subsidiaries cash flows for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesfiscal year then ended. (b) The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as of at September 30, 2007, 1998 and the related consolidated statements of income and of cash flows of the Company and its consolidated Subsidiaries for the fiscal nine-month period then endedended on such date, copies of which have been furnished to the Administrative Agent on or prior to the date hereofeach Lender, fairly and accurately present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date date, and the consolidated results of the their operations of the Company and its their consolidated Subsidiaries cash flows for the period then ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesadjustments). (c) Except All such financial statements described in clause (a) and (b) above, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except for such inconsistencies as set forth approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which is not reflected in Schedule 4.05 the foregoing statements or in the annual notes thereto or in Schedule 4.1. During the period from September 30, 1998 to and quarterly reports referred to in Section 4.07 (collectively, including the “Disclosure Update”), as of the Effective Date, since December 31, 2006, date hereof there has been no Material Adverse Effectsale, transfer or other disposition or agreement therefor by Company or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) which is material in relation to the consolidated financial condition of Company and its consolidated Subsidiaries at September 30, 1998, except as described in Schedule 4.1.

Financial Condition. (a) The audited consolidated balance sheet financial statements of the Company and its consolidated Subsidiaries Borrower as of December 31, 2006, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then endedending December 31, 1997, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respects, fairly the consolidated financial condition of the Company Borrower and the results of operations and cash flows as of such date and for such period. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the period involved (except as approved by the relevant firm of accountants and disclosed therein). The most recent balance sheet referred to above reflects, as required by GAAP, any material Guarantee Obligations, contingent liabilities and liabilities for taxes, and any long-term leases and unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, in each case as of the date of such balance sheet. (b) The two unaudited pro forma consolidated balance sheets of Holdings and its consolidated Subsidiaries as at December 31, 1997 (including the notes thereto), copies of which have heretofore been furnished to each Lender, have each been prepared giving effect (as if such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended events had occurred on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect ) to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas consummation of the Company effected as of or prior to December 31Transactions, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner Loans to be made hereunder and the use of proceeds thereof and (iii) the payment of fees and expenses in which connection with the Company reported changes foregoing, provided, that one such balance sheet gives effect to such events assuming consummation of the accounting for various hedging transactions WOOD-TV Acquisition and related ceiling test impairment charges. (b) The one such balance sheet gives effect 69 64 to such events assuming the WOOD-TV Acquisition has not been consummated. Each of the aforementioned unaudited pro forma consolidated balance sheets presents fairly on a pro forma basis the financial position of the Company Holdings and its consolidated Subsidiaries as of September 30Subsidiaries, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 1997 and is based upon good faith estimates and assumptions believed by an amount equal management of Holdings and the Borrower to approximately 1.83 trillion cubic feet equivalent and (ii) be reasonable at the manner in which time made, assuming that the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or events specified in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effectpreceding sentence had actually occurred at such date.

Financial Condition. Borrower has heretofore delivered to Lender, at Lender's request, the following financial statements and information: (ai) The consolidated the audited balance sheet of the Company and its consolidated Subsidiaries as of December 31Royale at June 30, 2006, 1997 and the related consolidated statements of income income, stockholders' equity and cash flows of the Company and its consolidated Subsidiaries Royale for the fiscal year 12 months then ended, reported on by Ernst & Young LLP(ii) the unaudited statements of Property Gross Revenues and Operating Expenses for each of the Properties for the calendar year ended December 31, independent public accountants1994, copies December 31, 1995 and December 31, 1996, respectively, and (iii) the consolidated financial statements of which have been furnished Royale and its Subsidiaries required to be delivered to Lender pursuant to this Agreement. The statements referred to in clause (i) of the Administrative Agent preceding sentence were prepared in conformity with GAAP and the Lenders prior to the date hereof, present fairlyfairly present, in all material respects, the consolidated financial condition position of the Company Royale and its consolidated Subsidiaries as at such the date thereof and the consolidated results of the operations of the Company Royale and its consolidated Subsidiaries for the period ended on then ended, subject to changes resulting from audit and normal year end adjustments and there are no material differences between such date, all consolidated financial position and consolidated results of operations of Royale and its Subsidiaries as presented in accordance with GAAP consistently applied (except such consolidated financial statements and the consolidated financial position and consolidated results of operations of Borrower and its Subsidiaries as approved by at the chief financial officer date of such entity consolidated financial statements and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended. Royale and its Subsidiaries do not have any Contingent Obligation, copies of contingent liability or liability for taxes, long-term lease or other long-term commitment not customarily involved in their respective businesses that is not reflected in the foregoing financial statements or the notes thereto and which have been furnished is material in relation to the Administrative Agent on business, operations, properties, assets or prior to the date hereof, present fairly, in all material respects, the consolidated condition (financial condition or otherwise) of the Company Royale and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesSubsidiaries. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. Company has heretofore delivered to Lenders, at Lenders' request, the following financial statements and information: (ai) The the audited consolidated balance sheet of the Company and its consolidated Subsidiaries as of at December 31, 2006, 1998 and the related consolidated statements of income income, stockholders' equity and cash flows of Company and its Subsidiaries for the Fiscal Year then ended, (ii) the unaudited consolidated balance sheet of Company and its Subsidiaries as at June 30, 1999 and the related unaudited consolidated statements of income, stockholders' equity and cash flows of Company and its Subsidiaries for the six months then ended and monthly financial statements for each month thereafter, (iii) a pro forma balance sheet of Company and its Subsidiaries as of the Closing Date and reflecting the consummation of the Recapitalization, the related financings and the other transactions contemplated by the Loan Documents and the Related Agreements, which pro forma financial statements shall be in form and substance satisfactory to Lenders, and (iv) projected financial statements (including balance sheets and statements of operations, stockholders' equity and cash flows) of the Company and its consolidated Subsidiaries Subsidiaries, for the fiscal six-year then ended, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished period after the Closing Date. The statements referred to in clauses (i) through (iii) were prepared in conformity with GAAP (except as disclosed in the Administrative Agent notes thereto) and the Lenders prior to the date hereof, present fairlyfairly present, in all material respects, the financial position (on a consolidated financial condition basis) of the Company and its consolidated Subsidiaries entities described in such financial statements as at such date the respective dates thereof and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows (on a consolidated basis) of the Company and its consolidated Subsidiaries entities described therein for each of the fiscal period periods then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereofsubject, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of any such unaudited statements financial statements, to changes resulting from audit and normal year-end audit adjustments adjustments. Company does not (and reduced footnote disclosurewill not following the funding of the initial Loans) have any Contingent Obligation, excluding contingent liability or liability for purposes of this representation taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the effect of any subsequent revisions foregoing financial statements or restatements the notes thereto that may be required by the SEC (or, with respect to (iany Contingent Obligation arising after the date of the delivery of such financial statements, that is not reflected in the financial statements next delivered pursuant to subsection 6.1 after the incurrence of such Contingent Obligation) the accounting treatment relating and which in any such case is material in relation to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of business, operations, properties, assets or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and condition (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 financial or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”otherwise), as of or after the Effective Closing Date, since December 31, 2006, there has been no Material Adverse Effectprospects of Company or any of its Subsidiaries.

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

Financial Condition. The audited combined balance sheets, statements of income and statements of cash flows of Speedway Motorsports for the year ended December 31, 1997 have heretofore been furnished to each Lender. Such financial statements (aincluding the notes thereto) (i) have been audited by Deloitte & Touche LLP, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated balance sheet Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the Company fiscal quarter ended September 30, 1998 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of December 31such date and for such periods. During the period from September 30, 20061998 to and including the Closing Date, and the related consolidated statements there has been no sale, transfer or other disposition by it or any of income and cash flows its Subsidiaries of any material part of the Company business or property of Speedway Motorsports and its consolidated Subsidiaries for the fiscal year then endedSubsidiaries, reported on taken as a whole, and no purchase or other acquisition by Ernst & Young LLP, independent public accountants, copies any of which have been furnished them of any business or property (including any capital stock of any other person) material in relation to the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respects, the consolidated combined financial condition of the Company Speedway Motorsports and its consolidated Subsidiaries Subsidiaries, taken as at such date and a whole, in each case which is not reflected in the consolidated results of foregoing financial statements o in the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all notes thereto or has not otherwise been disclosed in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating writing to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent Lenders on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesClosing Date. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

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

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Company and its consolidated Subsidiaries as of at on or about December 31, 20062004 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender party hereto as of the Closing Date, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Acquisition, (ii) the Loans to be made and the Senior Unsecured Notes to be issued on or before the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of the Company and its consolidated Subsidiaries as at on or about December 31, 2004, assuming that the events specified in the preceding sentence had actually occurred at such date (except in each case for the effects of fair value adjustments to the acquired tangible and intangible assets and liabilities required by purchase accounting principles). (b) The audited consolidated balance sheets of the Company and its Subsidiaries as at on or about December 31, 2004, on or about December 31, 2003 and on or about December 31, 2002 and the related consolidated statements of income and of cash flows of the Company and its consolidated Subsidiaries for the fiscal year then endedyears ended on such dates, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to the date hereofaccompanied by an unqualified report from KPMG LLC, present fairly, fairly in all material respects, respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date dates and the their consolidated results of the operations of the Company and its consolidated Subsidiaries cash flows for the period ended on fiscal years then ended. All such datefinancial statements, all including the related schedules and notes (if any) thereto, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as approved by the chief financial officer aforementioned firm of such entity accountants and as disclosed therein). As of the Closing Date, excluding for purposes no Group Member has any material Guarantee Obligations, contingent liabilities or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this representation the effect of any subsequent revisions or restatements thereto that may be required paragraph other than as contemplated by the SEC with respect to (i) Loan Documents and Related Agreements. During the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of period from on or prior to about December 31, 2003 by an amount equal 2004 to approximately 1.83 trillion cubic feet equivalent and (ii) including the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, Closing Date there has been no Material Adverse EffectDisposition by the Company or any of its Subsidiaries of any material part of its business or property other than the Acquisition.

Financial Condition. (a) The Company has heretofore furnished to each Lender (i) the audited consolidated balance sheet of the Company and its consolidated Subsidiaries as of December 31, 2006, and the related consolidated statements of income income, retained earnings and cash flows flow of the Company and its consolidated Subsidiaries for the fiscal year then endedSubsidiaries, reported on audited by Ernst & Young LLP, independent public accountantsauditors, copies of which have been furnished to for the Administrative Agent fiscal year ended June 30, 2003 and (ii) the Lenders prior to the date hereof, present fairly, in all material respects, the unaudited consolidated financial condition balance sheet of the Company and its consolidated Subsidiaries as at such date and the related consolidated statements of income, retained earnings and cash flow of the Company and its Subsidiaries for the six month period ended December 31, 2003. The financial statements for the year ended June 30, 2003, referred to in clause (i) above, were prepared in conformity with Generally Accepted Accounting Principles, applied on a consistent basis, and the financial statements for the fiscal quarter and six month period ended December 31, 2003, referred to in clause (ii) above, were prepared in conformity with Generally Accepted Accounting Principles, applied on a consistent basis (subject to year-end adjustments and except for the absence of notes thereto), and, in each case, such financial statements fairly present the consolidated financial condition and consolidated results of the operations of the Company and its consolidated Subsidiaries as of the date of such financial statements and for the period ended periods to which they relate and since December 31, 2003 no Material Adverse Effect has occurred. The Company shall deliver to the Administrative Agent, a certificate of the Chief Financial Officer of the Company to that effect on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer Closing Date. Since the later of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas date of the Company effected as of Current SEC Report or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which date of the most recent pro forma financial statements delivered pursuant to Section 7.06 hereof relating to a completed acquisition, there are no obligations or liabilities, contingent or otherwise, of the Company reported changes to or any of its Subsidiaries which are not reflected or disclosed on such audited statements, the accounting for various hedging transactions Current SEC Report or such pro forma financial statements, other than obligations of the Company and related ceiling test impairment chargesits Subsidiaries incurred in the ordinary course of business or in connection with the acquisition of Natumi AG. (b) The consolidated balance sheets Company and each of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesGuarantors is Solvent. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. (a) The Borrower has heretofore furnished ------------------- to the Administrative Agent, with a copy for each Lender, the following: (i) (x) the audited balance sheets of the Company and its Consolidated Subsidiaries as at December 31, 1996, 1997 and 1998 and the related audited consolidated statements of operations, stockholders' equity and cash flows for each of the fiscal years ended on said dates, together with a true and correct copy of the report on such audited information by Xxxxxx Xxxxxxxx LLP and (y) the unaudited balance sheet of the Company and its consolidated Consolidated Subsidiaries as of December 31at June 30, 2006, 1999 and the related consolidated statements of income operations, stockholders equity and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then endedquarter ended on such date; and (ii) (x) the audited balance sheet of Xxxxxx as at February 28, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished to the Administrative Agent 1999 and the Lenders prior to the date hereofrelated audited consolidated statements of operations, present fairly, in all material respects, the consolidated financial condition stockholders' equity and cash flows for each of the Company fiscal years ended on said dates, together with a true and its consolidated Subsidiaries correct copy of the report on such audited information by PriceWaterhouseCoopers LLP and (y) the unaudited balance sheet of Xxxxxx as at such date April 30, 1999 and the related consolidated results statements of the operations of the Company operations, stockholders equity and its consolidated Subsidiaries cash flows for the two- month period ended on such date. (b) All financial statements referred to in the preceding paragraph (a) fairly present the financial condition of the respective entities as at the respective dates, and the respective financial results of operations, as the case may be, for the respective periods on said respective dates, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein)subject, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements clauses (i)(y) and (ii)(y) above, to normal year-end audit adjustments and reduced footnote disclosureadjustments). Neither the Company nor any of its Subsidiaries has on the Amendment/Restatement Effective Date any material contingent liabilities, excluding liabilities for purposes of this representation the effect of taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any subsequent revisions unfavorable commitments, except as referred to or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision reflected or provided for in said financial statements as at said dates or as permitted hereby. Since December 31, 1998, there has been no material adverse change in the proven reserves of crude oil and natural gas consolidated financial condition, operations, business or prospects taken as a whole of the Company effected and its Consolidated Subsidiaries from that set forth in the relevant financial statements described above as at said date. During the period from February 28, 1999 through the Amendment/Restatement Effective Date, there has been no material adverse change in the consolidated financial condition, operations, business or prospects of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) Xxxxxx from that set forth in the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesrelevant financial statements described above as at said date. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports The pro forma balance sheet referred to in Section 4.07 7.01(n) (collectively, i) has --- ----- been prepared based on the “Disclosure Update”), best information available to the Borrower as of the Effective Datedate of delivery thereof, since December 31and presents fairly on a pro forma basis the estimated --- ----- financial position of Borrower and its consolidated Subsidiaries as of, 2006or for the period ended, there has been no Material Adverse Effectas applicable, June 30, 1999, after giving effect to the Transactions.

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

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

Financial Condition. The audited combined balance sheets, statements of income and statements of cash flows of Speedway Motorsports for the year ended December 31, 1998 have heretofore been furnished to each Lender. Such financial statements (aincluding the notes thereto) (i) have been audited by Deloitte & Touche LLP, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated balance sheet Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the Company fiscal quarter ended March 31, 1999 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of December such date and for such periods. During the period from March 31, 20061999 to and including the Closing Date, and the related consolidated statements there has been no sale, transfer or other disposition by it or any of income and cash flows its Subsidiaries of any material part of the Company business or property of Speedway Motorsports and its consolidated Subsidiaries for the fiscal year then endedSubsidiaries, reported on taken as a whole, and no purchase or other acquisition by Ernst & Young LLP, independent public accountants, copies any of which have been furnished them of any business or property (including any Capital Stock of any other person) material in relation to the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respects, the consolidated combined financial condition of the Company Speedway Motorsports and its consolidated Subsidiaries Subsidiaries, taken as at such date and a whole, in each case which is not reflected in the consolidated results of foregoing financial statements or in the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all notes thereto or has not otherwise been disclosed in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating writing to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent Lenders on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesClosing Date. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

Financial Condition. (a) The Company has heretofore furnished to the Lender (i) the audited consolidated balance sheet of the Company and its consolidated Subsidiaries as of December 31, 2006, and the related consolidated statements of income income, retained earnings and cash flows flow of the Company and its consolidated Subsidiaries, audited by Arthur Andersen, LLP, independent certified public accountants, for thx xxxxax xxxx xnded September 30, 2001 and (ii) the unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries and the related consolidated statements of income, retained earnings and cash flow of the Company and its consolidated Subsidiaries for the fiscal year then endednine month period ended June 30, reported 2002. Such financial statements were prepared in conformity with Generally Accepted Accounting Principles, applied on by Ernst & Young LLPa consistent basis, independent public accountants, copies of which have been furnished to and fairly present the Administrative Agent financial condition and the Lenders prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of the date of such financial statements and for the periods to which they relate and since September 30, 20072001, no Material Adverse Effect has occurred. The Company shall deliver to the Lender, a certificate of the Chief Financial Officer of the Company to that effect on the Closing Date. Other than obligations and liabilities arising in the related ordinary course of business since September 30, 2001, there are no obligations or liabilities contingent or otherwise, of the Company or any of its consolidated Subsidiaries which are not reflected or disclosed on such audited statements of income and cash flows other than obligations of the Company and of its consolidated Subsidiaries for incurred in the fiscal period then ended, copies ordinary course of business (which have been furnished shall be deemed to exclude acquisitions by the Administrative Agent on Company or prior to the date hereof, present fairly, in all material respects, the any consolidated financial condition Subsidiary of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such datebusiness or assets (including, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein)without limitation, subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect stock) of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesPerson). (cb) Except as set forth in Schedule 4.05 or in The Company, individually, and together with its consolidated Subsidiaries, is Solvent and immediately after giving effect to each Loan and each other extension of credit contemplated by this Agreement and the annual and quarterly reports referred to in Section 4.07 (collectivelyexecution of each Loan Document, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effectwill be Solvent.

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

Financial Condition. S-66 <PAGE> 74 (a) The Borrower has heretofore furnished to the Agent and each Lender (i) audited consolidated financial statements of the Borrower and its Subsidiaries for the Fiscal Years ended November 30, 1999 and November 30, 2000, consisting of a consolidated balance sheet of and the Company and its consolidated Subsidiaries as of December 31, 2006, notes thereto and the related consolidated statements of income, divisional equity and cash flows for the fiscal periods then ended as examined and certified by Ernst & Young, LLP, and (ii) if available on the Closing Date, unaudited consolidated interim financial statements of the Borrower and its Subsidiaries consisting of consolidated balance sheets and related consolidated statements of income, stockholders' equity and cash flows for and as of the end of the three-month period ended February 28, 2001, and (iii) pro forma quarterly projections for the Fiscal Year ending November 30, 2001, including pro forma balance sheets and income and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then ended, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respectsflow statements. Except as set forth therein, the consolidated financial statements described in (i) and (ii) (if delivered) above (including the notes thereto) present fairly the financial condition of the Company Borrower and its consolidated Subsidiaries as at of the end of such date Fiscal Years and such three-month period and the consolidated results of their operations, cash flows and the operations of the Company and its consolidated Subsidiaries changes in divisional equity for the Fiscal Years and three-month period ended on such datethen ended, all in accordance conformity with GAAP consistently applied on a Consistent Basis, subject however, in the case of unaudited interim statements to year end audit adjustments and the absence or reduced scope of footnote disclosures; (except as approved by b) since the chief financial officer later of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas date of the Company effected as of audited financial statements delivered pursuant to SECTION 8.5(a)(i) hereof or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets date of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated audited financial statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished most recently delivered pursuant to the Administrative Agent on or prior to the date SECTION 9.1(a) hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effectmaterial adverse change in the condition, financial or otherwise, of the Borrower, any of its Subsidiaries or, in respect of clause (i), in the businesses, properties, performance or operations of the Borrower or any of its Subsidiaries, nor have such businesses or properties been materially adversely affected as a result of any fire, explosion, earthquake, accident, strike, lockout, combination of workers, flood, embargo or act of God; and (c) except as set forth in the financial statements referred to in SECTION 8.5(a) or in SCHEDULE 8.5 or permitted by SECTION 10.5, neither Borrower nor any Subsidiary has incurred any material Indebtedness which remains outstanding or unsatisfied.

Financial Condition. (a) The audited consolidated balance sheet sheets and income statements of the Company and its consolidated Subsidiaries as of Consolidated Parties for the fiscal year ended December 31, 20062000 (including the notes thereto) (i) have been audited by KPMG Peat Marwick, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iii) present fairly in all material respects (on the related basis disclosed in the footnotes to such financial statements) the consolidated statements financial condition, results of income operations and cash flows of the Company Consolidated Parties as of such date and its consolidated Subsidiaries for such periods. The unaudited interim balance sheets of the fiscal year then endedConsolidated Parties as at the end of, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders related unaudited interim statements of earnings and of cash flows for, each fiscal quarterly period ended after December 31, 2000 and prior to the date hereofClosing Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby, and (ii) present fairly, fairly in all material respectsrespects the consolidated and consolidating financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods except that they do not contain the materials and disclosures to be found in notes to financial statements prepared in accordance with GAAP nor do they reflect year-end adjustments. During the period from December 31, 2000 to and including the Closing Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition (other than O'Graxx Xxxxxx Xxternational (USA), Inc. and its subsidiaries) by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Company Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto. Except as set forth on Schedule 6.1(a), as of the Closing Date, the Borrower and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied have no material liabilities (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions contingent or restatements thereto otherwise) that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision are not reflected in the proven reserves of crude oil and natural gas of foregoing financial statements or in the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesnotes thereto. (b) The financial statements delivered pursuant to Section 7.1(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.1(a) and (b)) and present fairly in all material respects (on the basis disclosed in the footnotes, if any, to such financial statements) the consolidated balance sheets and consolidating financial condition, results of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income operations and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies Consolidated Parties as of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargesperiods. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

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

Financial Condition. (a) The consolidated balance sheet of the Company and its consolidated Subsidiaries as of December 31, 2006, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then ended, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries ------------------- Borrower as of September July 31, 1994, July 30, 20071995, August 3, 1996 and August 3, 1997 and the related consolidated statements of income operations, stockholders equity and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then endedyear ended on such date, reported on by Coopers & Xxxxxxx L.L.P. copies of which have heretofore been furnished to the Administrative Agent on or prior to the date hereofeach Lender, present fairly, are complete and correct in all material respects, respects and present fairly the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such date date, and the consolidated results of the its operations and its stockholders equity and cash flows for each of the Company fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at October 31, 1997 and the related unaudited statements of operations, stockholders equity and cash flows for the three-month period ended on such date, certified by a Responsible Officer of the Borrower, copies of which have heretofore been furnished to each Lender, are complete and correct in all in accordance with GAAP consistently applied material respects and present fairly the financial condition of the Borrower and its Subsidiaries as at such date, and the results of its operations and its stockholders equity and cash flows for the three-month period then ended (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments adjustments). All such financial statements, including the related schedules and reduced footnote disclosurenotes thereto, excluding have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). (b) The balance sheets of Four Media Asia as of August 3, 1996 and August 3, 1997 and the related statements of operations, stockholders equity and cash flows for purposes the fiscal year ended on such date, reported on by Coopers & Xxxxxxx L.L.P. copies of this representation which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the effect financial condition of any subsequent revisions or restatements thereto that may be required by Four Media Asia as at such date, and the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves results of crude oil its operations and natural gas its stockholders equity and cash flows for each of the Company effected fiscal years then ended. The unaudited balance sheet of Four Media Asia as of or prior to December at October 31, 2003 1997 and the related unaudited statements of operations, stockholders equity and cash flows for the three-month period ended on such date, certified by an amount equal a Responsible Officer of the Borrower, copies of which have heretofore been furnished to approximately 1.83 trillion cubic feet equivalent each Lender, are complete and correct in all material respects and present fairly the financial condition of Four Media Asia as at such date, and the results of its operations and its stockholders equity and cash flows for the three-month period then ended (ii) subject to normal year-end audit adjustments). All such financial statements, including the manner related schedules and notes thereto, have been prepared in which accordance with GAAP applied consistently throughout the Company reported changes to periods involved (except as approved by such accountants or Responsible Officer, as the accounting for various hedging transactions case may be, and related ceiling test impairment chargesas disclosed therein). (c) The POP financial statements referred to in Section 10.7 of the Stock Purchase Agreement, copies of which have heretofore been provided to each Lender, present fairly the financial condition of the business, operations and assets of POP and Animation as at the respective dates thereof and the results of operations, cash flows and stockholders' equity for the fiscal periods then ended. (d) The pro forma balance sheet of the Borrower (the "Pro Forma --- ----- --------- Balance Sheet") is the balance sheet of the Borrower as at the Closing Date ------------- adjusted to give effect (as if such events had occurred on the Closing Date) (i) to the Acquisition, (ii) to the repayment of the Borrower's existing Indebtedness that is to be repaid on the Closing Date and (iii) to the Loans expected to be made by the Lenders on the Closing Date. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly on a pro forma basis the --- ----- financial position of the Borrower as at the Closing Date assuming that the events and the assumptions specified in the preceding sentence had actually occurred on such date. (e) Except as set forth in Schedule 4.05 3.1(e), neither the Borrower nor --------------- any of its Subsidiaries has, at the date of the Pro Forma Balance Sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the annual and quarterly reports referred to notes thereto. Except as set forth in Section 4.07 (collectively, the “Disclosure Update”Schedule 3.1(e), as of during the Effective Dateperiod --------------- from August 3, since December 31, 2006, 1997 to and including the date hereof there has been no Material Adverse Effectsale, transfer or other disposition by the Borrower of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the financial condition of the Borrower at such date. (f) All balance sheets, all statements of operations and stockholders equity and of cash flows and all other financial information which shall hereafter be furnished by or on behalf of the Borrower to the Administrative Agent or any Lender for the purposes of, or in connection with, this Agreement or any transaction contemplated hereby have been or will be prepared in accordance with GAAP consistently applied throughout the periods involved (except as disclosed therein) and do or will present fairly (subject to normal year-end adjustment in the case of financial statements for any fiscal quarter) the financial condition of the Borrower as at the dates thereof and the results of their operations and their stockholders equity and cash flows for the periods then ended. (g) The seven-year business forecast of the Borrower and its Subsidiaries calculated for the period commencing August 1997 to and including July 2004, prepared by a Responsible Officer of the Borrower (and presented on a consolidated and segment by segment basis) all as set forth in Schedule 3.1(g) --------------- have been prepared in good faith and utilizing reasonable assumptions. The Borrower has no reason to believe such business forecast and projections are materially incorrect or misleading in any material respect.

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

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

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

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

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

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Company and its Subsidiaries as at December 31, 2006 (including the notes thereto) included in the S-4 filing by the Company (the “Pro Forma Balance Sheet”), has been prepared based upon the consolidated balance sheet of the Company and its Subsidiaries as of December 31, 20062006 after giving effect to the Merger and the transactions contemplated thereby, the Special Distribution, the Loans hereunder and the use of the proceeds thereof and the payment of related fees and expenses. The Pro Forma Balance Sheet was prepared in good faith based upon assumptions believed by the Company to be reasonable at the time made in light of the circumstances when made. As of the date of the Pro Forma Balance Sheet, none of the Company or, to the Company’s best knowledge, except as disclosed in the Merger Agreement, ABC Radio and its Subsidiaries had any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, or ABC Radio and its Subsidiaries, taken as a whole. (i) The audited consolidated balance sheet of the Company and its Subsidiaries at December 31, 2006 and the related consolidated statements of income operations, stockholders’ equity and cash flows for the fiscal years ended on such date, reported on by Deloitte & Touche LLP and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries at March 31, 2007 and the related consolidated Subsidiaries statements of operations and cash flows for the fiscal year then ended, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, copies of each of which have heretofore been furnished to each Lender, fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments) the consolidated financial position of each of the Company and its Subsidiaries as at such date, and the consolidated results of their operations and cash flows for the fiscal periods then ended and, in the case of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through such date, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as approved by the chief financial officer of such entity and as disclosed noted therein). Notwithstanding anything to the contrary herein, excluding for purposes in the event any such financial statements described in this subsection 10.1(b) are restated, the fact of the restatement in and of itself shall not constitute a failure to have complied with this representation subsection 10.1, provided that the effect of any subsequent revisions or restatements thereto that may be required by Company shall furnish the SEC with respect restated financial statements to the Administrative Agent promptly upon such financial statements becoming available to the Company. (i) To the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas best knowledge of the Company effected Company, the audited statements of assets and liabilities of the Acquired Business as of or prior to December 31September 30, 2003 2006, October 1, 2005 and September 30, 2004, and the audited statements of operations and cash flows for the fiscal years ended on such dates, reported on by an amount equal to approximately 1.83 trillion cubic feet equivalent PricewaterhouseCoopers LLP and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions unaudited statements of assets and related ceiling test impairment charges. (b) The consolidated balance sheets liabilities of the Company and its consolidated Subsidiaries Acquired Business as of September December 30, 2007, 2006 and the related consolidated audited statements of income operations and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, copies of each of which have hereto been furnished to each Lender, fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and absence of footnotes) the financial position of the Acquired Business as at such dates, and the results of its operations and changes in cash flows for the fiscal periods then ended and, in the case of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through such date, in each case, to the Company’s best knowledge, in accordance with GAAP consistently applied throughout the period involved (except as approved by the chief financial officer of such entity and as disclosed noted therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (cd) Except as set forth in Schedule 4.05 or disclosed in the annual and quarterly reports referred SEC Filings made prior to in Section 4.07 (collectively, the “Disclosure Update”date hereof or on Schedule 10.1(d), as of the Effective Closing Date, since October 1, 2005 with regard to the Acquired Business and ABC Radio and its Subsidiaries and since December 31, 2006 with regard to the Company and its Subsidiaries (other than ABC Radio and its Subsidiaries), there has not been any event (including any damage, destruction or loss, whether or not covered by insurance), that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (e) Except as disclosed in the SEC Filings made prior to the date hereof or on Schedule 10.1(d), after the Closing Date, since December 31, 2006, there has not been no any event (including any damage, destruction or loss, whether or not covered by insurance), that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Financial Condition. (a) The audited consolidated balance sheet sheets of the Company Parent and its consolidated Subsidiaries and the Borrower and its consolidated Subsidiaries (including, in each case, (x) the Securitization Manager, if applicable, and, if any, the subsidiary acting in a capacity analogous to the Securitization Manager pursuant to any Additional Securitization Arrangements and (y) the Specified Unrestricted Foreign Entities) as of December 31, 2006, 2022 and the related consolidated statements of income and of cash flows of the Company and its consolidated Subsidiaries for the fiscal year then endedyears ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to the date hereof, present fairly, fairly in all material respects, respects the consolidated financial condition of the Company Parent and its consolidated Subsidiaries and the Borrower and its consolidated Subsidiaries (including, in each case, (x) the Securitization Manager, if applicable, and, if any, the subsidiary acting in a capacity analogous to the Securitization Manager pursuant to any Additional Securitization Arrangements and (y) the Specified Unrestricted Foreign Entities) as at of such date dates, and the consolidated results of the its operations of the Company and its consolidated Subsidiaries cash flows for the period ended on respective fiscal years then ended. All such datefinancial statements, all including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as approved by the chief financial officer aforementioned firm of such entity accountants and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) . The consolidated balance sheets of the Company Parent and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company Borrower and its consolidated Subsidiaries for (including, in each case, (x) the fiscal period then endedSecuritization Manager, copies of which have been furnished if applicable, and, if any, the subsidiary acting in a capacity analogous to the Administrative Agent on Securitization Manager pursuant to any Additional Securitization Arrangements and (y) the Specified Unrestricted Foreign Entities) do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or prior any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for this paragraph. During the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to from December 31, 2003 by an amount equal 2022 to approximately 1.83 trillion cubic feet equivalent and (ii) including the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, date hereof there has been no Material Adverse EffectDisposition by the Parent or the Borrower of any material part of their respective businesses or Properties.

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

Financial Condition. (ai) The consolidated balance sheet of the Company and its consolidated the Subsidiaries as of December 31, 20061998, and the related together with consolidated statements of income income, stockholders' equity and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then ended, reported on certified by Ernst Arthxx Xxxexxxx & Young LLPXo., independent public accountants, copies of which have been furnished heretofore delivered to the Administrative Agent and the Lenders prior to the date hereofBanks, fairly present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated the Subsidiaries as at such date and the consolidated results of the their operations as of the Company dates and its consolidated Subsidiaries for the period ended on such date, all periods referred to and have been prepared in accordance with GAAP consistently applied (except as approved by throughout the chief financial officer periods involved. As of such entity and as disclosed therein)the Effective Date, excluding for purposes of this representation the effect of any subsequent revisions there are no material liabilities, direct or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas indirect, fixed or contingent, of the Company effected or any of the Subsidiaries as of the dates of such balance sheet which are not reflected therein or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and in the notes thereto. (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The unaudited consolidated balance sheets of the Company and its consolidated the Subsidiaries as of September March 31, 1999 and June 30, 20071999, together with unaudited and the related consolidated statements of income for the three month and six month periods then ended and the unaudited statements of cash flows of the Company and its consolidated Subsidiaries for the fiscal period three months and six months, respectively, then ended, copies of which have been furnished heretofore delivered to the Administrative Agent on or prior to and the date hereofBanks, fairly present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated the Subsidiaries as at such date and the consolidated results of the their operations as of the Company dates and its consolidated Subsidiaries for the period ended on such date, all periods referred to and have been prepared in accordance with GAAP consistently applied (except as approved by throughout the chief financial officer of such entity and as disclosed therein)periods involved, subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves omission or curtailment of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as footnotes. As of the Effective Date, since December 31there are no material liabilities, 2006direct or indirect, fixed or contingent, of the Company and any of the Subsidiaries as of the dates of such balance sheets which are not reflected therein or in the notes thereto. (iii) The unaudited pro forma combined balance sheets of the Company as of June 30, 1999, together with the unaudited pro forma combined statements of income of the Company for the related periods ending June 30, 1999, in each case after giving effect to the Initial Transactions, heretofore delivered to the Agent and the Banks, fairly present the pro forma consolidated financial condition of the Company and the Subsidiaries and the results of their operations as of the dates and for the periods referred to (in each case after giving effect to the Initial Transactions). As of the Effective Date, there are no material liabilities, direct or indirect, fixed or contingent, of the Company and any of the Subsidiaries as of the dates of such financial statements which are not reflected therein or in the notes thereto. (iv) Since June 30, 1999, there has been no Material Adverse EffectChange. (v) Since June 30, 1999, there has not occurred any fact, event or condition which could have a Material Adverse Effect from that reflected in the pro forma financial statements referred to in clause (iii) above.

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

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

Financial Condition. (a) The audited consolidated balance sheet of the Company Old PHC and its consolidated Subsidiaries as of December 31, 2006, 1996 and the related audited consolidated statements of income earnings and statements of cash flows of the Company and its consolidated Subsidiaries for the fiscal year then endedended December 31, reported on by Ernst & Young LLP, independent public accountants, copies of which 1996 have heretofore been furnished to the Administrative Agent Agent. Such financial statements (including the notes thereto) (i) have been audited by Arthxx Xxxexxxx XXX, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iii) (on the Lenders prior basis disclosed in the footnotes to the date hereof, such financial statements) present fairly, in all material respects, the consolidated financial condition condition, results of the Company operations and cash flows of Old PHC and its consolidated Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Old PHC and its consolidated Subsidiaries as at such date the end of, and the consolidated results related unaudited interim statements of earnings and of cash flows for each of the operations of three fiscal quarters ending on or prior to September 30, 1997 have heretofore been furnished to the Company and its consolidated Subsidiaries Agent. Such interim financial statements for the period ended on each such datequarterly period, all (i) have been prepared in accordance with GAAP consistently applied (except as approved by throughout the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent periods covered thereby and (ii) (on the manner basis disclosed in which the Company reported changes footnotes to the accounting for various hedging transactions and related ceiling test impairment charges. (bsuch financial statements) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition, results of operations and cash flows of Old PHC and its consolidated Subsidiaries as of such date and for such periods subject to year-end and audit adjustments. During the period from December 31, 1996 to and including the Closing Date, there has been no sale, transfer or other disposition by Old PHC or any of its Subsidiaries of any material part of the business or property of Old PHC and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock of any other person) material in relation to the consolidated financial condition of Old PHC and its consolidated Subsidiaries, taken as a whole, in each case, which, is not reflected in the Company foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (b) The audited consolidated balance sheet of Doubletree and its consolidated Subsidiaries as of December 31, 1996 and the audited consolidated statements of earnings and statements of cash flows for the year ended December 31, 1996 have heretofore been furnished to the Agent. Such financial statements (including the notes thereto) (i) have been audited by KPMG Peat Marwick LLP, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iii) (on the basis disclosed in the footnotes to such financial statements) present fairly, in all material respects, the consolidated financial condition, results of operations and cash flows of Doubletree and its consolidated Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Doubletree and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.the

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

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

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

Financial Condition. (a) The Borrower has heretofore furnished to each Lender an audited consolidated balance sheet of the Company Borrower and its consolidated Subsidiaries (and related consolidating balance sheets of the Borrower and its Restricted Subsidiaries) as of December at May 31, 20061997 and the notes thereto, and the related consolidated statements of income operations, retained earnings and cash flows for the Fiscal Year then ended (and related consolidating statements of the Borrower and its Restricted Subsidiaries) as examined and certified by Price Waterhouse, and unaudited consolidated interim financial statements of the Borrower and its Subsidiaries consisting of a consolidated balance sheet and related consolidated statements of operations, retained earnings and cash flows, in each case with related notes, for and as of the end of the three month period ending August 31, 1997 (and related interim consolidating balance sheets and statements of operations, retained earnings and cash flows of the Company Borrower and its consolidated Restricted Subsidiaries as at and for the fiscal year then endedsame interim period). Except as set forth therein, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished to such financial statements (including the Administrative Agent and the Lenders prior to the date hereof, notes thereto) present fairly, fairly in all material respects, respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at of the end of such date Fiscal Year and three month period and results of their operations and the consolidated results of the operations of the Company and changes in its consolidated Subsidiaries stockholders' equity for the Fiscal Year and interim period ended on such datethen ended, all in accordance conformity with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein)on a Consistent Basis, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision subject however, in the proven reserves case of crude oil and natural gas of the Company effected as of or prior unaudited interim statements to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges.year end audit adjustments; (b) The consolidated balance sheets of Borrower has furnished to each Lender the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of Pro Forma Financial Statements which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved prepared by the chief financial officer of such entity and Borrower or AIMCOR, as disclosed therein), subject in the case of such unaudited statements may be, and are based on assumptions believed to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation be reasonable at the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges.time delivered; and (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December August 31, 2006, 1997 there has been no material adverse change in the condition, financial or otherwise, of the Borrower or any of its Subsidiaries or in the businesses, properties, performance, prospects or operations of the Borrower or its Subsidiaries, nor have such businesses or properties, been adversely affected as a result of any fire, explosion, earthquake, accident, strike, lockout, combination of workers, drought, storm, hail, flood, embargo or act of God or a public enemy, in any case which act, event, condition or occurrence has had or could reasonably be expected to have a Material Adverse Effect.

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

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

Financial Condition. (a) The consolidated Servicer has heretofore furnished to the Issuer, the Trustee, each Notice Person and each Enhancement Provider the opening balance sheet sheets of the Company Servicer and its consolidated Subsidiaries subsidiaries as at June 30, 2005 and shall furnish to the Issuer, the Trustee, each Notice Person and each Enhancement Provider the consolidated and consolidating balance sheets of December the Servicer and its consolidated subsidiaries within 95 days of the end of each fiscal year of the Servicer (beginning August 31, 20062005), the related consolidated statements of income, and the related consolidated statements of income capital and cash flows of the Company Servicer and its consolidated Subsidiaries subsidiaries for the fiscal year then endedended on said date (or projections, reported on by Ernst & Young LLPin the case of June 30, 2005), in each case, with the opinion thereon (in the case of said consolidated balance sheet and statements) of Xxxxxxx Xxxxxxxxx LLP or other nationally recognized independent certified public accountants, copies of which have been furnished to the Administrative Agent . All such financial statements are complete and the Lenders prior to the date hereof, present fairly, correct in all material respects, respects and fairly present the consolidated financial condition (or opening position, as applicable) of the Company Servicer and its consolidated Subsidiaries subsidiaries, and (in the case of said consolidating financial statements) the respective unconsolidated financial condition of the Servicer and of each of its consolidated subsidiaries, as at such said date and the consolidated and unconsolidated results of the their operations of the Company and its consolidated Subsidiaries for the period ended on such datefiscal year, all in accordance with GAAP consistently generally accepted accounting principles applied (on a consistent basis. None of the Servicer nor any of its consolidated subsidiaries has on the date hereof any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as approved by the chief financial officer of such entity and referred to or reflected or provided for in said balance sheets as disclosed therein)at said date. Since June 30, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to 2005 (i) the accounting treatment relating to the negative revision there has been no material adverse change in the proven reserves of crude oil and natural gas consolidated financial condition, operations or business of the Company effected Servicer and its consolidated subsidiaries, taken as of or prior to December 31a whole, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent from that set forth in said financial statements as at said date and (ii) no Servicer Default nor event which, with the manner in which giving of notice or the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment chargespassage of time, would constitute a Servicer Default, has occurred. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (c) Except as set forth in Schedule 4.05 or in the annual and quarterly reports referred to in Section 4.07 (collectively, the “Disclosure Update”), as of the Effective Date, since December 31, 2006, there has been no Material Adverse Effect.

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

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