Common use of Financial Condition; No Material Adverse Change Clause in Contracts

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the following financial statements contained in the Offering Memorandum: (i) its audited combined balance sheet, combined statements of operations, combined statements of cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 2004, historical unaudited pro forma statement of operations for the 3-month period ended March 31, 2005 and historical unaudited pro forma balance sheet at March 31, 2005. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (i) There has been no event, development or circumstance that has had a Material Adverse Effect and (ii) the material business of the Borrower and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the following financial its consolidated balance sheet and statements contained in the Offering Memorandum: of income, stockholders equity and cash flows (i) its audited combined balance sheetas of and for the Fiscal Year ended January 2, combined statements of operations1999, combined statements of cash flows reported on by PricewaterhouseCoopers LLP, independent public accountants, and combined statements of changes in owner’s net investment (ii) as of and for the fiscal years quarter and the portion of the Fiscal Year ended December 31September 11, 2003 and December 311999, 2004 for the domestic Oil and Gas Properties of Calpine and certified by its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 2004, historical unaudited pro forma statement of operations for the 3-month period ended March 31, 2005 and historical unaudited pro forma balance sheet at March 31, 2005Financial Officer. Such financial statements present fairly, in all material respects, the financial position condition and results of operations and cash flows of the Borrower and its Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statementsstatements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Lenders the consolidated balance sheet and statements of income, stockholders equity and cash flows of the Target and its subsidiaries (i) There has been no eventas of and for the Fiscal Year ended January 2, development or circumstance that has had a Material Adverse Effect 1999, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the Fiscal Year ended July 3, 1999, certified by a Financial Officer of the Borrower. Such financial statements present fairly, in all material business respects, the financial condition and results of operations and cash flows of the Target and its consolidated subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (c) Since June 19, 1999, there has been no Material Adverse Change in the business, assets, operations, prospects or condition, financial or otherwise, of the Borrower and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practicesSubsidiaries, taken as a whole. (c) Neither the Borrower nor any Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the following financial statements contained in the Offering Memorandum: (i) its audited combined consolidated balance sheet, combined sheet and related statements of operationsincome, combined statements of equity and cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 2004, historical unaudited pro forma statement 2021 of operations for the 3-month period ended March 31, 2005 Borrower and historical unaudited pro forma balance sheet at March 31, 2005. Such financial statements its consolidated Subsidiaries theretofore made available to Lenders 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 dates and date or for such periods period on a consolidated basis in accordance with GAAPGAAP consistently applied. (b) The unaudited consolidated balance sheet and related statements of income, equity and cash flows as of and for the fiscal quarter ended March 31, 2022 present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP as of such date or for such period consistently applied, subject to normal year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statementsfootnotes. (ic) There has been no eventBeginning with the initial delivery of the financial information required under Section 5.01(a) and Section 5.01(b), development or circumstance that has had a Material Adverse Effect and (ii) the financial information delivered to the Lenders pursuant to such Sections fairly presents, in all material business respects, in conformity with GAAP, the consolidated financial position of the Borrower and its Restricted consolidated Subsidiaries has been conducted as of the applicable date and their consolidated results of operations and cash flows for the applicable period (subject, in the ordinary course consistent with past business practicescase of interim statements, to normal year-end adjustments and the absence of footnotes). (cd) Neither As of the Borrower nor any Restricted Subsidiary Closing Date, there has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilitiesbeen no Material Adverse Change since December 31, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements2021.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the following financial statements contained in the Offering Memorandum: (i) its audited combined consolidated balance sheet, combined sheet and statements of operationsincome, combined statements of stockholders equity and cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 20042020, historical unaudited pro forma statement audited by and accompanied by the opinion of operations for the 3-month period ended March 31Deloitte & Touche LLP, 2005 and historical unaudited pro forma balance sheet at March 31, 2005independent public accountants. Such 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 dates date and for such periods period in accordance with GAAP. Such balance sheets and the notes thereto disclose all material liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date thereof. (b) The Borrower has heretofore delivered to the Lenders its unaudited consolidated balance sheet and related statements of income, stockholder’s equity and cash flows as of the end of and for the fiscal quarter ended March 31, 2021 and the then elapsed portion of the fiscal year, certified by one of its Financial Officers. Such financial statements represent fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis as of such date and for such period in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (i) There has been no event, development or circumstance that has had a Material Adverse Effect and (ii) the material business of the Borrower and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practicesfootnotes. (c) Neither the Borrower nor There has not occurred since December 31, 2020, any Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) event, occurrence, change, state of circumstances or any contingent liabilitiescondition which, off-balance sheet liabilities individually or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementsaggregate has had or would reasonably be expected to have a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the following financial its audited balance sheet and related statements contained in the Offering Memorandum: of income or operations, stockholders equity and cash flows (i) its audited combined balance sheet, combined statements of operations, combined statements of cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 20042012, historical unaudited pro forma statement reported on by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries as of such date and for such period in accordance with GAAP consistently applied and (ii) as of and for the 3-month period fiscal quarter and the portion of the fiscal year ended March 31September 30, 2005 and historical unaudited pro forma balance sheet at March 312013, 2005certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments adjustments, reclassifications and the absence of footnotes in the case of the unaudited quarterly financial statements. (ib) There Since December 31, 2013, there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect. No event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect and (ii) the material business of the Borrower and its Restricted Subsidiaries has been conducted is disclosed in the ordinary course consistent with past business practicesBorrower’s consolidated audited balance sheet and related statements of income or operations, stockholders equity and cash flows for the fiscal year ended December 31, 2013. (c) Neither On the date hereof, the Borrower nor any Restricted Subsidiary has on the date hereof any no material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the following financial its combined balance sheet and statements contained in the Offering Memorandum: of income, combined owners equity and cash flows (i) its audited combined balance sheet, combined statements of operations, combined statements of cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 31, 2003 2000 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates 2001, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) its historical unaudited pro forma statement as of operations and for the fiscal quarter and the portion of the fiscal year ended December 31, 2004, historical unaudited pro forma statement of operations for the 3-month period ended March 31, 2005 and historical unaudited pro forma balance sheet at March 312002, 2005certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (b) Since December 31, 2001, (i) There there has been no eventmaterial adverse change in the business, development operations, Property or circumstance that has had financial condition, of the Borrower and its Restricted Subsidiaries, taken as a Material Adverse Effect whole and (ii) the material business of the Borrower and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial StatementsStatements and except for the 2002 Senior Subordinated Notes. (d) On the date of this Agreement, neither the Borrower nor any Restricted Subsidiary is a party to any material agreement with PLX or any Affiliate of PLX except for the Affiliate Agreements and the Transition Agreements.

Financial Condition; No Material Adverse Change. (a) The Borrower Holdings has heretofore furnished to the Lenders the following financial its consolidated balance sheet and statements contained in the Offering Memorandum: of income, stockholders' equity and cash flows (i) its audited combined balance sheet, combined statements of operations, combined statements of cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 20042000, historical unaudited pro forma statement reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of operations and for the 3-nine month period ended March 31September 30, 2005 and historical unaudited pro forma balance sheet at March 312001, 2005certified by a Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Holdings and its Consolidated Subsidiaries consolidated subsidiaries as of such dates and for such periods in accordance with GAAP, consistently applied, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly statements referred to in clause (ii) above. The Borrower has heretofore furnished to the Lenders its balance sheet as of September 30, 2001, certified by a Financial Officer. Such balance sheet presents fairly, in all material respects, the financial position of the Borrower as of such date in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes. Neither Holdings, the Borrower nor any of the Restricted Subsidiaries had, as of the date of any such financial statements, any material contingent liabilities, material liabilities for Taxes or material long-term leases, material forward or long-term commitments or material unrealized losses from any unfavorable commitments that are not reflected in the foregoing statements or in the notes thereto or in publicly available filings either made by Holdings with the SEC at least 30 days prior to the date of this Agreement or delivered to the Initial Lenders. (ib) There Since March 31, 2001, there has been no change, event, development or circumstance that has had or would be reasonably expected to have a Material Adverse Effect and (ii) the material business of the Borrower and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practicesEffect. (c) Neither The projected consolidated statements of income and cash flow of Holdings and its consolidated subsidiaries for the Borrower nor any Restricted Subsidiary has period from calendar year 2001 to and including calendar year 2008, and the projected annual consolidated balance sheets of Holdings and its consolidated subsidiaries as of the last day of each fiscal year, each as included in the Business Plan (copies of which have been furnished to the Lenders), have been prepared in good faith on the basis of assumptions believed to be reasonable as of the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementsof preparation thereof.

Financial Condition; No Material Adverse Change. (a) The Borrower Holdings has heretofore furnished to the Lenders the following financial statements contained in the Offering Memorandum: (i) its audited combined consolidated balance sheet, combined sheet and consolidated statements of operations, combined statements of stockholders’ equity and cash flows and combined statements of changes in owner’s net investment (i) as of and for each of the fiscal years ended December 31June 30, 2003 2003, June 30, 2004 and June 30, 2005, reported on by KPMG LLP, independent public accountants, and (ii) as of and for each of the fiscal quarters ended September 30, 2005 and December 31, 2004 2005 (and comparable periods for the domestic Oil and Gas Properties of Calpine and prior fiscal year), certified by its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31chief financial officer. Except as set forth in Schedule 3.04, 2004, historical unaudited pro forma statement of operations for the 3-month period ended March 31, 2005 and historical unaudited pro forma balance sheet at March 31, 2005. Such such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings, the Borrower and its Consolidated the Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statementsstatements referred to in clause (ii) above. (b) Holdings has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of December 31, 2005, prepared giving effect to the Restatement Transactions as if the Restatement Transactions had occurred on such date. Such pro forma consolidated balance sheet (i) There has been no eventprepared in good faith based on the same assumptions used to prepare the pro forma financial statements included in the Information Memorandum (which assumptions are believed by Holdings and the Borrower to be reasonable), development or circumstance that has had a Material Adverse Effect and (ii) is based on information available to Holdings and the Borrower after due inquiry, (iii) accurately reflects all adjustments necessary to give effect to the Transactions and (iv) presents fairly, in all material business respects, the pro forma financial position of Holdings, the Borrower and its Restricted the Subsidiaries has been conducted in as of December 31, 2005, as if the ordinary course consistent with past business practicesTransactions had occurred on such date. (c) Neither Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum and except for the Disclosed Matters, after giving effect to the Transactions, none of Holdings, the Borrower nor any Restricted Subsidiary has on or the date hereof Subsidiaries has, as of the Effective Date, any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized losses, in each case outside the ordinary course of business. (d) No event, change or anticipated losses from any unfavorable commitmentscondition has occurred that has had, except or could reasonably be expected to have, a material adverse effect on the business, operations or financial condition of Holdings, the Borrower and the Subsidiaries, taken as referred to or reflected or provided for in the Financial Statementsa whole, since June 30, 2005.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished delivered to the Lenders the following financial statements contained in the Offering Memorandum: statements: (i) its the audited combined consolidated balance sheet, combined statements of operationsoperations and comprehensive loss, combined statements of shareholders’ deficit and cash flows of the Parent and combined statements of changes in owner’s net investment its consolidated Subsidiaries as of and for the fiscal years year ended December 3130, 2003 and December 312005, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and reported on by PricewaterhouseCoopers LLP, independent public accountants; and (ii) its historical the unaudited pro forma statement consolidated balance sheet, statements of operations and comprehensive loss, shareholders’ deficit and cash flows of the Parent and its consolidated Subsidiaries as of and for the fiscal year ended December 31, 2004, historical unaudited pro forma statement of operations for the 3six-month period ended March 31June 30, 2005 and historical unaudited pro forma balance sheet at March 312006, 2005certified by a Financial Officer. Such financial statements present fairly, in all material respects, the respective consolidated financial position condition of the respective entities as at said respective dates and the consolidated results of their operations and cash flows of for the Borrower and its Consolidated Subsidiaries as of such dates and for such fiscal periods ended on said respective dates, all in accordance with GAAPgenerally accepted accounting principles and practices applied on a consistent basis, subject subject, in the case of unaudited financial statements, to the absence of footnotes and year-end audit adjustments and the absence adjustments. None of footnotes in the case of the unaudited quarterly financial statements. (i) There has been no event, development or circumstance that has said entities had a Material Adverse Effect and (ii) the material business of the Borrower and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any Restricted Subsidiary has on the date hereof of said annual financial statements any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentscommitments that are required by GAAP to be disclosed in such financial statements or the footnotes thereto that are not disclosed therein. Since December 30, except as referred to 2005, there has been no material adverse change (or reflected any event, development or provided for circumstance that, individually or in the Financial Statementsaggregate, would reasonably be expected to result in a material adverse change) in the business, assets, operations or condition, financial or otherwise, of the Parent and its Subsidiaries taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished shall have delivered to the Lenders Purchasers the following financial statements contained in the Offering Memorandum: statements: (i) its the audited combined consolidated balance sheet, combined sheet and statements of operationsearnings (loss), combined statements of stockholders’ deficit and cash flows of the Holding Company and combined statements of changes in owner’s net investment its Subsidiaries as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 20042008, historical accompanied by an opinion of Ernst & Young LLP, independent public accountants (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit); and (ii) the unaudited pro forma statement consolidated and consolidating statements of operations income, retained earnings and cash flows of the Credit Parties for the 3-month most recently ended and for which monthly financial statements are available and for the period ended March 31ending as of the end of such month, 2005 and historical unaudited pro forma the related consolidated and consolidating balance sheet sheets of the Credit Parties as at March 31the end of such period, 2005setting forth in each case in comparative form the corresponding consolidated and consolidating figures for the corresponding period in the preceding fiscal year (except that, in the case of balance sheets, such comparison shall be to the last day of the prior fiscal year). Such financial statements present fairly, in all material respects, the respective actual consolidated financial position and results of operations and cash flows of the Borrower and its Consolidated Subsidiaries respective entities as of such respective dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the such unaudited quarterly financial statements. (ib) There has been no event, development or circumstance that has had a Material Adverse Effect and (ii) the material business None of the Borrower and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any Restricted Subsidiary Credit Parties has on the date hereof any material Debt (including Disqualified Capital Stock) or of this Agreement any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentscommitments in each case that are material, except as referred to or reflected or provided for in the Financial Statementsbalance sheets referred to above or as otherwise expressly provided in this Agreement or the financial statements described in this Section 4.4.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the following financial statements contained in the Offering Memorandum: (i) its audited combined consolidated balance sheet, combined sheet and statements of operationsincome, combined statements of stockholders equity and cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 20042023, historical unaudited pro forma statement audited by and accompanied by the opinion of operations for the 3-month period ended March 31Deloitte & Touche LLP, 2005 and historical unaudited pro forma balance sheet at March 31, 2005independent public accountants. Such 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 dates date and for such periods period in accordance with GAAP. Such balance sheets and the notes thereto disclose all material liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date thereof. (b) The Borrower has heretofore delivered to the Lenders its unaudited consolidated balance sheet and related statements of income, stockholder’s equity and cash flows as of the end of and for the fiscal quarters ended March 31, 2024 and June 30, 2024 and the then elapsed portion of the fiscal year, certified by one of its Financial Officers. Such financial statements represent fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis as of such date and for such period in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (i) There has been no event, development or circumstance that has had a Material Adverse Effect and (ii) the material business of the Borrower and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practicesfootnotes. (c) Neither the Borrower nor There has not occurred since December 31, 2023, any Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) event, occurrence, change, state of circumstances or any contingent liabilitiescondition which, off-balance sheet liabilities individually or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementsaggregate has had or would reasonably be expected to have a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has Issuers have heretofore furnished to the Lenders Purchasers the following financial statements contained in the Offering Memorandum: (i) its audited combined consolidated balance sheetsheet and statement of income, combined statements of operations, combined statements of stockholders equity and cash flows of Alta Enterprises and combined statements of changes its Subsidiaries (as described in owner’s net investment such audit) as of and for the fiscal years Fiscal Year ended December 31, 2003 2018, audited by UHY LLP, independent public accountants, and December 31the consolidated balance sheet and statement of income, 2004 stockholders equity and cash flows of Alta Enterprises and its Subsidiaries as of November 30, 2019 prepared by a Financial Officer (collectively, the “Historical Financial Statements”). Such financial statements for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year Fiscal Year ended December 31, 2004, historical unaudited pro forma statement of operations for the 3-month period ended March 31, 2005 and historical unaudited pro forma balance sheet at March 31, 2005. Such financial statements 2018 present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Borrower Alta Enterprises and its Consolidated Subsidiaries as of such date and for such periods in accordance with GAAP, and such financial statements as of November 30, 2019 present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of Alta Enterprises and its Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (ib) There has been no eventThe pro forma financial statements and projections delivered to the Purchasers prior to the Effective Date for the Fiscal Years ending December 31, development or circumstance that has had a Material Adverse Effect 2020 through and including December 31, 2022 of Alta Group (iithe “Projections”) fairly present in all material respects the material business pro forma consolidated financial condition of the Borrower Alta Group and its Restricted Subsidiaries has been conducted after giving effect to the Transactions in accordance with GAAP, and contain reasonable assumptions and give appropriate effect to those assumptions, and are based on estimates and assumptions considered reasonable by Alta Group and the ordinary course best information available to Alta Group at the time made, and use information consistent with past business practicesthe plans of Alta Group, it being recognized by the Administrative Agent and the Purchasers, 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 projections probably will differ from the projected results and that such differences may be material. (c) Neither the Borrower nor any Restricted Subsidiary Since December 31, 2018 there has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementsbeen no Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the following financial statements contained in the Offering Memorandum: (i) its audited combined consolidated balance sheet, combined sheet and consolidated statements of operationsincome, combined statements of stockholders’ equity and cash flows and combined statements of changes in owner’s net investment as of and for the three most-recent fiscal years ended December 31June 1, 2003 and December 312007, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates reported on by Deloitte & Touche LLP, independent public accountants, and (ii) its historical unaudited pro forma statement condensed consolidated balance sheet and its condensed consolidated statements of operations and cash flows for the fiscal year three months ended December August 31, 20042007, historical unaudited pro forma statement of operations for the 3-month period ended March and August 31, 2005 and historical unaudited pro forma balance sheet at March 312006, 2005certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its Consolidated the Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied (except as otherwise described in the notes to such financial statements), subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statementsstatements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of June 1, 2007, prepared giving effect to the Transactions as if the Transactions had occurred on such date. Such pro forma consolidated balance sheet (i) There has been no eventprepared in good faith based on the same assumptions used to prepare the pro forma financial statements included in the Information Memorandum (which assumptions are believed by the Borrower to be reasonable), development or circumstance that has had a Material Adverse Effect and (ii) is based on the best information available to the Borrower after due inquiry, (iii) accurately reflects in all material business respects all adjustments necessary to give effect to the Transactions in accordance with Article 11 of Regulation S-X promulgated under the Securities Act of 1933, as amended, and (iv) presents fairly, in all material respects, the pro forma financial position (in accordance with Article 11 of Regulation S-X promulgated under the Securities Act of 1933, as amended) of the Borrower and its Restricted the Subsidiaries has been conducted in as of June 1, 2007, as if the ordinary course consistent with past business practicesTransactions had occurred on such date. (c) Neither Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum or the Disclosure Letter, after giving effect to the Transactions, none of the Borrower nor any Restricted Subsidiary has on or the date hereof Subsidiaries has, as of the Effective Date, any material Debt (including Disqualified Capital Stock) direct or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized losses. (d) Solely for purposes of any credit event hereunder following the Effective Date, no event, change or anticipated losses from any unfavorable commitmentscondition has occurred that has had, except as referred or could reasonably be expected to or reflected or provided for in the Financial Statementshave, a Material Adverse Effect since June 1, 2007.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the following financial statements contained in the Offering Memorandum: (i) its audited combined balance sheet, combined sheets and statements of operations, combined statements of stockholders equity and cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 3128, 2003 1996, December 30, 1995, and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates 1994, reported on by KPMG Peat Marwick LLP, independent public accountants, and (ii) its historical unaudited pro forma statement condensed combined balance sheets as of June 14, 1997 and December 28, 1996, its condensed combined statements of operations for the fiscal year 12 and 24 week periods ended December 31June 14, 20041997 and June 15, historical unaudited pro forma statement 1996, and its condensed combined statements of operations cash flows for the 3-month period 24 week periods ended March 31June 14, 2005 1997, and historical unaudited pro forma balance sheet at March 31June 15, 20051996, certified by its chief financial officer. Such 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 dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statementsstatements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Lenders its pro forma condensed combined balance sheet and statement of operations as of and for the 24 week period ended June 14, 1997, and its pro forma condensed combined statement of operations for the fiscal year ended December 28, 1996, in each case as included in the Information Statement. Such pro forma financial statements furnished to the Lenders (i) There have been prepared in good faith on the basis stated in the notes thereto, (ii) are based on the best information available to the Borrower after due inquiry and (iii) present fairly, in all material respects, the pro forma financial position of the Borrower and the Subsidiaries as of the dates and for the periods set forth therein after giving effect to the adjustments set forth therein. (c) Since December 28, 1996, there has been no eventmaterial adverse change (it being understood that those changes publicly disclosed prior to the date of execution of this Agreement are agreed not to be materially adverse) in the business, development assets, operations or circumstance that has had a Material Adverse Effect and (ii) the material business condition, financial or otherwise, of the Borrower and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practices. Subsidiaries, taken as a whole (c) Neither assuming for this purpose that all businesses, assets and liabilities to be transferred to or assumed by the Borrower nor any Restricted Subsidiary has on and its Subsidiaries in connection with the date hereof any material Debt (including Disqualified Capital Stock) Spin-Off Transactions had been so transferred or any contingent liabilitiesassumed prior to December 28, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements1996).

Financial Condition; No Material Adverse Change. (a) The Parent Borrower has heretofore furnished to the Lenders the following financial consolidated balance sheet and statements contained in the Offering Memorandum: of income, stockholders equity and cash flows for (i) its audited combined balance sheetthe Global Borrower, combined statements of operations, combined statements of cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 2003, reported on by Ernst & Young LLP, independent public accountants, (ii) the ▇▇▇▇▇▇▇ Fertilizer Businesses, as of and for the fiscal year ended May 31, 2004, historical unaudited pro forma statement reported on by KPMG LLP, independent public accountants, and (iii) the Parent Borrower, as of operations and for the 3fiscal quarter and the six-month period ended March 31November 30, 2005 and historical unaudited pro forma balance sheet at March 312004, 2005certified in each part on behalf of the Parent Borrower by a Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Global Borrower, the ▇▇▇▇▇▇▇ Fertilizer Businesses and its Consolidated Subsidiaries the Parent Borrower, respectively, and their consolidated subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statementsstatements referred to in clause (iii) above. (ib) Except as disclosed in the financial statements referred to above or the notes thereto or the Information Memorandum and except for the Disclosed Matters, none of the Parent Borrower or its Subsidiaries has, as of the Effective Date, any material contingent liabilities or material unrealized losses. (c) There has been no eventmaterial adverse change in or affecting the business, development assets, operations or circumstance that has had financial condition of the Parent Borrower, the Global Borrower, the ▇▇▇▇▇▇▇ Fertilizer Businesses and their respective subsidiaries, taken as a Material Adverse Effect whole, as compared to their combined business, assets, operations and financial condition determined based upon (i) in the case of the Global Borrower and its subsidiaries, their business, assets, operations and financial condition as of December 31, 2003, and (ii) in the material business case of the Borrower and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any Restricted Subsidiary has on the date hereof any material Debt ▇▇▇▇▇▇▇ Fertilizer Businesses (including Disqualified Capital Stock) or any contingent liabilitiessubsidiaries forming a part thereof), off-balance sheet liabilities or partnershipstheir business, liabilities for taxesassets, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentsoperations and financial condition as of May 31, except as referred to or reflected or provided for in the Financial Statements2004.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the following financial statements contained in the Offering Memorandum: (i) its audited combined Parent's consolidated balance sheet, combined sheet and statements of operationsincome, combined statements of members' equity and cash flows and combined statements of changes in owner’s net investment (A) as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 20042010, historical unaudited pro forma statement reported on by BDO USA, LLP, independent public accountant and (B) as of operations and for the 3-month period fiscal quarter and the portion of the fiscal year ended March 31June 30, 2005 and historical unaudited pro forma balance sheet at March 312011, 2005certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position condition and results of operations and cash flows of the Borrower Parent and its Consolidated the Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. Such balance sheets and the notes thereto disclose all material liabilities, direct or contingent, of the Parent and the Subsidiaries as of the dates thereof. (b) Since December 31, 2010, (i) There there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect and (ii) the material business of the Borrower Parent and its Restricted the Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Parent, the Borrower nor any Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements.

Financial Condition; No Material Adverse Change. (a) The Borrower Holdings has heretofore furnished to the Lenders the following financial statements contained in the Offering Memorandum: (i) its audited combined balance sheetthe consolidated statement of financial position as of December 31, combined 2010, and the related consolidated statements of operationscomprehensive income, combined statements of cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations equity for the fiscal year ended December 31, 20042010, historical unaudited pro forma statement of operations Gee FI and its consolidated subsidiaries, prepared in accordance with IFRS and audited by and accompanied by the opinion of Ernst & Young Malta Limited, and (ii) the consolidated balance sheet as of December 31, 2010, and the related consolidated statements of income, cash flows and changes in equity for the 3-month period fiscal year ended March December 31, 2005 2010, of Iapetos and historical unaudited pro forma balance sheet at March 31its consolidated subsidiaries, 2005. Such prepared in accordance with German GAAP and audited by and accompanied by the opinion of Ernst & Young GmbH. The financial statements present fairlyreferred to in clause (i) above give a true and fair view of the financial position of Gee FI and its consolidated subsidiaries as of such date, and their financial performance and cash flows for such fiscal year, all in all material respectsaccordance with IFRS. The financial statements referred to in clause (ii) above give a true and fair view of the net assets, the financial position and results of operations of Iapetos and cash flows its consolidated subsidiaries as of such date or for such fiscal year, as applicable, in accordance with German GAAP. (b) Since December 31, 2010, there has been no event or condition that has resulted, or could reasonably be expected to result, in a material adverse change in the business, assets, liabilities, operations or financial condition of Holdings, the Borrower and its Consolidated Subsidiaries the other Subsidiaries, taken as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (i) There has been no event, development or circumstance that has had a Material Adverse Effect and (ii) the material business of the Borrower and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practiceswhole. (c) Neither Except as set forth on Schedule 3.04, from December 31, 2010, through the Effective Date, Holdings, the Borrower nor and each other Subsidiary has conducted its business only in the ordinary course of business consistent with past practices, and during such period none of Holdings, the Borrower or any other Subsidiary has (i) declared or made, or agreed to pay or make, directly or indirectly, any Restricted Subsidiary has on the date hereof Payment or (ii) consummated any material Debt (including Disqualified Capital Stock) Material Acquisition or Material Disposition or any contingent liabilitiesother transaction that would be prohibited by Section 6.03, off-balance sheet liabilities 6.05, 6.07, 6.09 or partnerships6.11 if the covenants set forth therein were in effect during such period. (d) The Holdings Financial Statements, liabilities when delivered, will be prepared in accordance with IFRS, will be audited by and accompanied by the opinion of Ernst & Young Malta Limited and will give a true and fair view of the financial position of Holdings and its consolidated subsidiaries as of December 31, 2010, and their financial performance and cash flows for taxessuch fiscal year, unusual forward all in accordance with IFRS. The financial position and the financial performance and cash flows of Holdings and its consolidated Subsidiaries as of or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except for such fiscal year as referred to or reflected or provided for set forth in the Holdings Financial Statements will be consistent in all material respects with the financial position and the financial performance and cash flows of Holdings and its consolidated Subsidiaries as of or for such fiscal year as set forth in the draft (dated August 29, 2011) consolidated financial statements of Holdings and its consolidated Subsidiaries delivered by Holdings to the Lenders prior to the Closing Date; provided that no representation or warranty is given as to any variations in non-cash entries between such draft financial statements and the Holdings Financial Statements.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the following financial its consolidated balance sheet and statements contained in the Offering Memorandum: of income, stockholders equity and cash flows (i) its audited combined balance sheet, combined statements of operations, combined statements of cash flows and combined statements of changes in owner’s net investment as of and for the Borrower's fiscal years year ended December March 31, 2003 and December 312001 audited by Ernst & Young, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates LLP, independent public accountants, and (ii) its historical unaudited pro forma statement as of operations and for the Fiscal Quarter and the portion of the Borrower's fiscal year ended December 31June 30, 20042001, historical unaudited pro forma statement certified by one of operations for the 3-month period ended March 31, 2005 and historical unaudited pro forma balance sheet at March 31, 2005its Financial Officers. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly statements referred to in clause (ii) above. The Borrower has also provided to the Lenders and the Administrative Agent copies of all material financial statements (including pro forma financial statements), reports, and all SEC filings (other than H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ filings) concerning the Thrall Merger. (ib) There Since June 8, 2001, and except for the Disclosed Matters, there has been no event, development or circumstance that has had a Material Adverse Effect on the Borrower and its Subsidiaries, taken as a whole. (iic) The Borrower has heretofore furnished to the material business Lenders and the Administrative Agent the pro forma balance sheet of the Borrower and its Restricted Subsidiaries has been conducted after giving effect to the Thrall Merger. Such pro forma balance sheet presents fairly in all material respects, the ordinary course consistent with past business practices. (c) Neither estimated financial position of the Borrower nor any Restricted Subsidiary has and its Subsidiaries on a pro forma basis as of the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities Consummation Date and the projected results of operations for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for such periods in the Financial Statementsaccordance with GAAP consistently applied.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the following financial statements contained in the Offering Memorandum: (i) its audited combined and the Company’s consolidated balance sheet, combined statements of operations, combined statements of cash flows and combined statements of changes in owner’s net investment sheet as of and for the end of the fiscal years ended December 31, 2003 and 2004 and consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended December 31, 2004 for the domestic Oil 2002, December 31, 2003 and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 2004, historical unaudited pro forma statement in each case reported on by, in the case of operations the Borrower, Ernst & Young LLP, independent public accountants for the 3-month period Borrower, and, in the case of the Company, PricewaterhouseCoopers LLP, independent public accountants for the Company, (ii) its consolidated balance sheet and consolidated statements of income, stockholders’ equity and cash flows as of and for the fiscal quarters and the portion of the fiscal year ended March 31, 2005 and historical unaudited pro forma June 30, 2005 (and comparable periods for the prior fiscal year), certified by its chief financial officer and (iii) the Company’s consolidated balance sheet at March 31and consolidated statement of income as of and for the portion of the fiscal year ended June 30, 20052005 (and a consolidated statement of income for the comparable period for the prior fiscal year), certified by the Borrower’s chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of (x) the Borrower and the Subsidiaries (other than the Company and its Consolidated Subsidiaries subsidiaries) and (y) the Company and its subsidiaries, respectively, as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statementsstatements referred to in clauses (ii) and (iii) above. (b) The Borrower has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of June 30, 2005, prepared giving effect to the Transactions as if the Transactions had occurred on such date, and its pro forma consolidated statement of income for the twelve-month period ended as of such date, prepared giving effect to the Transactions as if the Transactions had occurred on the first day of such twelve-month period. Such pro forma consolidated financial statements (i) There has have been no eventprepared in good faith based on the same assumptions used to prepare the pro forma financial statements included in the Information Memorandum (which assumptions are believed by the Borrower to be reasonable on the Effective Date), development or circumstance that has had a Material Adverse Effect and (ii) are based on the best information available to the Borrower after due inquiry and (iii) present fairly, in all material business respects, the pro forma financial position and results of operations of the Borrower and its Restricted the Subsidiaries has been conducted in as of, and for the ordinary course consistent with past business practicestwelve-month period ended as of, June 30, 2005, as if the Transactions had occurred on such dates. (c) Neither Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum and except for the Disclosed Matters, after giving effect to the Transactions, none of the Borrower nor any Restricted Subsidiary has on or the date hereof Subsidiaries has, as of the Effective Date, any material Debt (including Disqualified Capital Stock) direct or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments commitments. (d) With respect to any credit event following the Effective Date, no event, change or unrealized condition has occurred that has had, or anticipated losses from any unfavorable commitmentscould reasonably be expected to have, except a material adverse effect on the business, operations, properties, results of operations or condition (financial or otherwise) of the Borrower and the Subsidiaries, taken as referred to a whole, whether or reflected or provided for in the Financial Statementsnot covered by insurance, since December 31, 2004.

Financial Condition; No Material Adverse Change. (a) The Borrower Each of the Borrowers has heretofore furnished to the Lenders the following financial statements contained in the Offering Memorandum: (i) its audited combined consolidated balance sheet, combined sheet and statements of operationsincome, combined statements of stockholders equity and cash flows (x) as of and combined statements of changes in owner’s net investment for the year ended December 31, 2005, reported on by Murrell, Hall, McIntosh & Co. PLLP, independent registered public accounting fir▇, ▇▇▇ (y) as of and for the fiscal years ended December 31, 2003 quarter and December 31, 2004 for the domestic Oil and Gas Properties portion of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 2004, historical unaudited pro forma statement of operations for the 3-month period ended March 31, 2005 and historical unaudited pro forma balance sheet at March 312006, 2005reviewed by Murrell, Hall, McIntosh & Co PLLP. Such financial statements present fairly, in all material ▇▇▇ ▇▇▇▇rial respects, the financial position and results of operations and cash flows of the such Borrower and its Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (b) Since December 31, 2005, (i) There there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect and (ii) the material business of the Borrower Borrowers and its Restricted their respective Subsidiaries has been conducted only in the ordinary course consistent with past business practices, in each case, except as disclosed in the filings made with the SEC as of March 31, 2006 by the Company. (c) Neither of the Borrower Borrowers nor any Restricted Subsidiary of their respective Subsidiaries has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as commitments (other than the Gas Balancing Obligations and the Swap Agreements listed on Schedule 7.21) which are not referred to or reflected or provided for in the Financial Statements.

Financial Condition; No Material Adverse Change. (a) The Each of Holdings and the Borrower has heretofore furnished to the Lenders the following financial its consolidated balance sheets and statements contained in the Offering Memorandum: of income, stockholders equity and cash flows (i) its audited combined balance sheet, combined statements of operations, combined statements of cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years year ended December 31January 26, 2003 and December 311997, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates reported on by Price Waterhouse, independent public accountants, and (ii) its historical unaudited pro forma statement as of operations and for the fiscal quarter and the portion of the fiscal year ended December 31November 2, 20041997, historical unaudited pro forma statement of operations for the 3-month period ended March 31, 2005 and historical unaudited pro forma balance sheet at March 31, 2005certified by its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of each of (A) Holdings and the consolidated Subsidiaries and (B) the Borrower and its Consolidated the consolidated Borrower Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statementsstatements referred to in clause (ii) above. (b) Holdings has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of February 1, 1998, prepared giving effect to the Transactions as if the Transactions had occurred on such date. Such pro forma estimated consolidated balance sheet (i) There has been no eventprepared in good faith based on the same assumptions used to prepare the pro forma financial statements included in the Information Memorandum (which assumptions are believed by Acqco, development or circumstance that has had a Material Adverse Effect Holdings and the Borrower to be reasonable) and (ii) presents fairly, in all material respects, the material business pro forma financial position of Holdings and its consolidated subsidiaries as of the Borrower and its Restricted Subsidiaries has been conducted in Effective Date as if the ordinary course consistent with past business practicesTransactions had occurred on such date. (c) Neither Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum and except for the Disclosed Matters, after giving effect to the Transactions, none of Acqco, Holdings, the Borrower nor any Restricted Subsidiary has on or the date hereof Subsidiaries has, as of the Effective Date, any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentslosses. (d) Since January 26, except as referred to or reflected or provided for 1997, there has been no material adverse change in the Financial Statementsbusiness, assets, operations, properties or financial condition or, as of the Effective Date only, prospects of Holdings, the Borrower and the Subsidiaries (and, prior to the Merger, Acqco), taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the following financial statements contained in the Offering Memorandum: (i) its audited combined the consolidated balance sheet, combined sheet and statements of operations, combined statements of changes in shareholders’ equity and cash flows and combined statements of changes in owner’s net investment the Borrower as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 2004, historical unaudited pro forma statement reported on by PriceWaterhouseCoopers LLP, (ii) the consolidated balance sheet and statements of operations operations, changes in shareholders’ equity and cash flows of the Borrower as of and for the 3-month period fiscal quarter ended March 31, 2005 2005, certified by the chief financial officer of the Borrower and historical unaudited pro forma (iii) the consolidating balance sheet at and statements of operations, changes in shareholders’ equity and cash flows of each of the Borrower and its Subsidiaries as of and for the fiscal year ended December 31, 2004 and the fiscal quarter ended March 31, 2005, in each case certified by the chief financial officer of the Borrower. Such financial statements as at December 31, 2004 and March 31, 2005 present fairlyfairly (in the case of said consolidated statements), in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Borrower and its Consolidated consolidated Subsidiaries and (in the case of said consolidating financial statements) the respective unconsolidated financial position of each of the Borrower and its Subsidiaries and the unconsolidated results of their respective operations, as of such dates and for such periods in accordance with GAAP, subject (in the case of each financial statement as at March 31, 2005 and each consolidating financial statement referred to above) to year-end audit adjustments and the absence of footnotes footnotes. Except as referred to or reflected or provided in such balance sheets (or the related footnotes) as at December 31, 2004, in the case of Borrower’s report on Form 10-K for the unaudited quarterly financial statements. (i) There has been no eventfiscal year ended December 31, development 2004 or circumstance that has had a Material Adverse Effect and (ii) the material business of the Borrower and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practices. (c) Neither Borrower’s report on Form 10-Q for the fiscal quarter ended March 31, 2005, none of the Borrower nor any Restricted Subsidiary of its Subsidiaries has on the date hereof Effective Date any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentscommitments that are required to be disclosed by GAAP or in such reports on Form 10-K or 10-Q. (b) Since December 31, except as referred to or reflected or provided for 2004, there has been no material adverse change in the Financial Statementsbusiness, assets, operations, prospects or condition, financial or otherwise, of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders on or before the following financial statements contained in the Offering Memorandum: (i) Effective Date its audited combined consolidated balance sheet, combined sheet and statements of operationsincome, combined statements of shareholders’ equity and cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 2004, historical unaudited pro forma statement of operations for the 3-month period ended March 31audited by PricewaterhouseCoopers LLP, 2005 and historical unaudited pro forma balance sheet at March 31, 2005independent public accountants. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its Consolidated Subsidiaries as of such dates date and for such periods period in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (b) Since December 31, 2004, (i) There there has been no eventmaterial adverse change in the business, development operations, Property or circumstance that has had financial condition, of the Borrower and its Restricted Subsidiaries taken as a Material Adverse Effect whole and (ii) the material business of the Borrower and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) other than, the Senior Notes, the Senior Subordinated Notes and, if and when issued, the Permitted Additional Notes, or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for for, as of the Effective Date, in the Financial Statements, and after the Effective Date, in the financial statements furnished pursuant to Section 8.01. (d) Neither the Borrower nor any Restricted Subsidiary is a party to any material agreement with PLX or any Affiliate of PLX except for the Tax Allocation Agreement and the Master Separation Agreement.

Financial Condition; No Material Adverse Change. (a) The Borrower Nosley has heretofore furnished to the Lenders the following financial statements contained in the Offering Memorandum: (i) its audited combined consolidated balance sheet, combined sheet and statements of operationsincome, combined statements of members’ equity and cash flows (A) as of and combined statements of changes in owner’s net investment for the calendar year ended December 31, 2008, reported on by Deloitte & Touche, independent public accountants and (B) as of and for the fiscal years ended December 31, 2003 quarter and December 31, 2004 for the domestic Oil and Gas Properties portion of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31September 30, 20042009, historical unaudited pro forma statement certified by a Financial Officer of operations for the 3-month period ended March 31, 2005 and historical unaudited pro forma balance sheet at March 31, 2005Nosley. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Nosley and its Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAPTax Basis Accounting, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (b) ▇▇▇▇▇ has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, partners’ equity and cash flows (A) as of and for the calendar year ended December 31, 2008, certified by a Financial Officer of ▇▇▇▇▇ and (B) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2009, certified by a Financial Officer of ▇▇▇▇▇. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of ▇▇▇▇▇ and its Consolidated Subsidiaries as of such dates and for such periods in accordance with Tax Basis Accounting, subject to year-end adjustments and the absence of footnotes in the case of the unaudited financial statements. (i) There As of the Effective Date, there has been no event, development or circumstance that has had a or could reasonably be expected to have an Effective Date Material Adverse Effect and (ii) at any time after the material business Effective Date as of which this representation and warranty is made or deemed made, there has been no event, development or circumstance since December 31, 2008 that has had or could reasonably be expected to have a Material Adverse Effect. (d) As of the date hereof, the Borrower and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any Restricted Subsidiary has on the date hereof any Guarantors have no material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements.

Financial Condition; No Material Adverse Change. (a) The Borrower ▇▇▇▇ has heretofore furnished to the Lenders the following financial its consolidated balance sheet and statements contained in the Offering Memorandum: of income, stockholders equity and cash flows (i) its audited combined balance sheet, combined statements of operations, combined statements of cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 31, 2003 1996 and December 31, 2004 for the domestic Oil 1997 reported on and Gas Properties of Calpine and its Affiliates audited by KPMG Peat Marwick LLP, independent public accountants, and (ii) its historical unaudited pro forma statement as of operations and for the fiscal year quarters ended March 31, 1998, June 30, 1998 and September 30, 1998, certified by its chief financial officer. The Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal years ended December 31, 20041996 and December 31, historical unaudited pro forma statement 1997, reported on and audited by KPMG Peat Marwick LLP, independent public accountants, and (ii) as of operations and for the 3nine-month period ended March 31September 30, 2005 and historical unaudited pro forma balance sheet at March 311998, 2005certified by its chief financial officer. Such All of the foregoing 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 dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statementsstatements referred to in clause (ii) above. (ib) There All financial statements delivered pursuant to clause (a) above, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. The Borrower and its Subsidiaries 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 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 Section 3.04. (c) Since September 30, 1998, there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect and (ii) the material business of on the Borrower and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practicesSubsidiaries. (c) Neither the Borrower nor any Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the following financial statements contained in the Offering Memorandum: (i) its audited combined consolidated balance sheet, combined sheet and statements of operationsincome, combined statements of stockholders equity and cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 20042012, historical unaudited pro forma statement audited by and accompanied by the opinion of operations for the 3-month period ended March 31Deloitte & Touche LLP, 2005 and historical unaudited pro forma balance sheet at March 31, 2005independent public accountants. Such 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. Such balance sheets and the notes thereto disclose all material liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date thereof. (b) The Borrower has heretofore delivered to the Lenders its unaudited consolidated balance sheet and related statements of income, stockholder’s equity and cash flows as of the end of and for the fiscal quarters ended March 31, 2013 and June 30, 2013, respectively and the then elapsed portion of the fiscal year, certified by one of its Financial Officers. Such financial statements represent fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (i) There has been no event, development or circumstance that has had a Material Adverse Effect and (ii) the material business of the Borrower and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practicesfootnotes. (c) Neither the Borrower nor There has not occurred since December 31, 2012, any Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) event, occurrence, change, state of circumstances or any contingent liabilitiescondition which, off-balance sheet liabilities individually or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementsaggregate has had or would reasonably be expected to have a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders on or before the following financial statements contained in the Offering Memorandum: date of this Agreement (i) its audited combined balance sheet, combined sheet and statements of operationsincome, combined statements of shareholders' equity and cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 20042002, historical reported on by PricewaterhouseCoopers LLP, independent public accountants, (ii) the Target's balance sheet and statements of income, shareholders' equity and cash flows as of and for the fiscal year ended December 31, 2002, reported on by KPMG LLP, independent public accountants and (iii) the summary unaudited combined pro forma statement of operations for financial data set forth in the 3-month period ended March 31, 2005 and historical unaudited pro forma balance sheet at March 31, 2005joint proxy statement/prospectus included in the Registration Statement on Form S-4 filed with the SEC in connection with the Acquisition. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of (A) the Borrower and its Consolidated Subsidiaries and the Target and its Consolidated Subsidiaries and (B) the pro forma consolidated financial condition of the Borrower, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (b) Since December 31, 2002, (i) There there has been no eventmaterial adverse change in the business, development operations, Property or circumstance that has had financial condition, of the Borrower and its Restricted Subsidiaries or the Target and its Subsidiaries, if any, taken as a Material Adverse Effect whole and (ii) the material business of the Borrower and its Restricted Subsidiaries and the Target and its Subsidiaries, if any, has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) other than, if and when issued, Permitted Additional Senior Subordinated Notes, or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for for, as of the Effective Date, in the Financial Statements, and after the Effective Date, in the financial statements furnished pursuant to Section 8.01. (d) On the Effective Date, neither the Borrower nor any Restricted Subsidiary is a party to any material agreement with PLX or any Affiliate of PLX except for the Affiliate Agreements and the Transition Agreements.

Financial Condition; No Material Adverse Change. (a) The Borrower Holdings has heretofore furnished to the Lenders the following financial its consolidated balance sheet and statements contained in the Offering Memorandum: of income, stockholders equity and cash flows (i) its audited combined balance sheet, combined statements of operations, combined statements of cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 20042011, historical unaudited pro forma statement reported on by KPMG LLP, independent public accountants, and (ii) as of operations and for the 3fiscal quarters and the portion of the fiscal year ended on each of March 31, 2012 and June 30, 2012, in each case certified by its chief financial officer (it being understood that Holdings has furnished the foregoing to the Lenders by the filing with the Commission Holdings’ annual report on Form 10-month period K for the fiscal year ended December 31, 2011 and quarterly reports on Form 10-Q for the fiscal quarters ended March 31, 2005 2012 and historical unaudited pro forma balance sheet at March 31June 30, 20052012). Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Holdings and its Consolidated consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statementsstatements referred to in clause (ii) above. (ib) There [Reserved]. (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of Holdings, the Parent Borrower or the Subsidiaries (including the Receivables Subsidiary) has, as of the Restatement Effective Date, any contingent liabilities that would be material to Holdings, the Parent Borrower and the Subsidiaries (including the Receivables Subsidiary), taken as a whole. (d) Since December 31, 2011, there has been no event, development change or circumstance that occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect and (ii) the material business of the Borrower and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practicesEffect. (c) Neither the Borrower nor any Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the following financial statements contained in the Offering Memorandum: (i) its audited combined consolidated balance sheet, combined sheet and statements of operationsincome, combined statements of stockholders equity and cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 20042016, historical unaudited pro forma statement audited by and accompanied by the opinion of operations for the 3-month period ended March 31Deloitte & Touche LLP, 2005 and historical unaudited pro forma balance sheet at March 31, 2005independent public accountants. Such 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 dates date and for such periods period in accordance with GAAP. Such balance sheets and the notes thereto disclose all material liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date thereof. (b) The Borrower has heretofore delivered to the Lenders its unaudited consolidated balance sheet and related statements of income, stockholder’s equity and cash flows as of the end of and for the fiscal quarter ended September 30, 2017 and the then elapsed portion of the fiscal year, certified by one of its Financial Officers. Such financial statements represent fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis as of such date and for such period in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (i) There has been no event, development or circumstance that has had a Material Adverse Effect and (ii) the material business of the Borrower and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practicesfootnotes. (c) Neither the Borrower nor There has not occurred since December 31, 2016, any Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) event, occurrence, change, state of circumstances or any contingent liabilitiescondition which, off-balance sheet liabilities individually or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementsaggregate has had or would reasonably be expected to have a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders the following financial statements contained in the Offering Memorandum: (i) its audited combined consolidated balance sheet, combined sheet and statements of operationsincome, combined statements of stockholders equity and cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 20042015, historical unaudited pro forma statement reported on by KPMG LLP, independent public accountants, and (ii) consolidating balance sheets of the Company and its Subsidiaries setting forth such information separately for the Company and each Subsidiary thereof and related consolidating statements of operations for the 3-month period ended March Company and its Subsidiaries setting forth such information separately for the Company and each Subsidiary thereof as of and for the fiscal year ending December 31, 2005 2015, and historical unaudited pro forma balance sheet at March 31including in comparative form the figures for the preceding fiscal year, 2005certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Company and of its Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP. The Company has also heretofore furnished to the Lenders its Form 10-Q as of and for the period ended September 30, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements2015. (ib) There Since December 31, 2015, there has been no eventadverse change in the business, development assets, operations, or circumstance that has had financial condition of the Company and its Subsidiaries, taken as a whole, except for any such changes that, individually and in the aggregate, have not resulted and could not reasonably be expected to result in a Material Adverse Effect and (ii) the material business Effect. Except as disclosed in any of the Borrower materials referred to in Section 3.04(a), the Loan Parties have no material liabilities, contingent or otherwise as of the Restatement Effective Date, not disclosed on the financial statements or other disclosure materials referred to in Section 3.04(a), other than in respect of goods and its Restricted Subsidiaries has been conducted services arising in the ordinary course consistent with past business practicesof business. (c) Neither the Borrower nor any Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements.

Financial Condition; No Material Adverse Change. (a) The Parent Borrower has heretofore furnished to the Lenders the following financial its consolidated balance sheet and statements contained in the Offering Memorandum: of income, stockholders equity and cash flows (i) its audited combined balance sheet, combined statements of operations, combined statements of cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years Fiscal Year ended December 31March 30, 2003 and December 312019, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates reported on by Ernst & Young LLP, independent public accountants, and (ii) its historical unaudited pro forma statement as of operations and for the fiscal year Fiscal Quarter and the portion of the Fiscal Year ended December 31June 30, 20042019, historical unaudited pro forma statement of operations for the 3-month period ended March 31, 2005 and historical unaudited pro forma balance sheet at March 31, 2005certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Parent Borrower and its Consolidated consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statementsstatements referred to in clause (ii) above. (ib) There Since March 30, 2019 there has been no material adverse change in the business, operations, property or condition (financial or otherwise) of the Parent Borrower and its Subsidiaries, taken as a whole; provided that, only during the period from the First Amendment Effective Date until March 31, 2021, the impacts of the Coronavirus pandemic on the business, assets, operations, property or financial condition of the Parent Borrower and its Subsidiaries taken as a whole that (A) have already occurred and were disclosed in writing to the Lenders in the materials distributed to the Lenders on May 22, 2020 and (B) that were reasonably foreseeable (in consequence and duration) in light of any event, development or circumstance described in the foregoing clause (A) (provided that has had any such additional impacts described in this clause (B) are similar to the previously disclosed impacts described in the foregoing clause (A)), will in each case be disregarded for purposes of determining whether a Material Adverse Effect and (ii) material adverse change in the material business business, operations, property or financial condition of the Parent Borrower and its Restricted Subsidiaries Subsidiaries, taken as a whole, has been conducted in the ordinary course consistent with past business practicesoccurred. (c) Neither the Borrower nor any Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the following financial statements contained in the Offering Memorandum: (i) its audited combined balance sheet, combined sheet and related statements of operationsincome, combined statements of retained earnings and cash flows and combined statements of changes in owner’s net investment such Borrower as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 2004, historical unaudited pro forma statement of operations for the 3-month period ended March 31, 2005 and historical unaudited pro forma balance sheet at March 31, 2005. Such financial statements 2009 present fairly, in all material respects, the financial position and results of operations and cash flows of such Borrower as of such date and for such fiscal year in accordance with GAAP, as applied on a consistent basis. The unaudited balance sheet and related statements of income, retained earnings and cash flows of such Borrower as of and for the fiscal quarterly period ended June 30, 2010 and the most recent financial statements delivered by such Borrower pursuant to Section 5.01(a) or 5.01(b) present fairly, in all material respects, the financial position and its Consolidated Subsidiaries results of operations and cash flows of such Borrower as of such dates and for such periods in accordance with GAAP, as applied on a consistent basis, subject to year-end audit adjustments and the absence of footnotes in the case of such June 30, 2010 financial information or the unaudited quarterly financial statements. (i) There has been no eventstatements delivered pursuant to Section 5.01(b). Such Borrower had not, development or circumstance that has had a Material Adverse Effect and (ii) at the material business date of the Borrower and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-most recent balance sheet liabilities referred to above, any Guarantee, contingent liability or partnerships, liabilities liability for taxes, or any long-term lease or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except including any interest rate or foreign currency swap or exchange transaction, which, taken as referred a whole, were material to or such Borrower, and which were not reflected or provided for in the Financial Statementsforegoing statements or in the notes thereto. Except as disclosed in Schedule 3.04, during the period from June 30, 2010 to and including the Effective Date there has been no sale, transfer or other disposition by such Borrower of any part of its business or Property, and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person), which, in any case, is material in relation to the financial condition of such Borrower taken as a whole at June 30, 2010. (b) Since December 31, 2009, there has been no event or change in facts or circumstances affecting such Borrower that individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the following its financial statements contained that were filed in its 10-Q for the Offering Memorandum: quarter ended September 30, 2010, and (iii) its audited combined consolidated balance sheetsheet as of December 31, combined 2010 and the related consolidated statements of operations, combined statements of income and cash flows and combined statements of changes in owner’s net investment as of and flow for the fiscal years month ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 2004, historical unaudited pro forma statement of operations for the 3-month period ended March 31, 2005 and historical unaudited pro forma balance sheet at March 31, 20052010. Such All such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (b) Since December 31, 2010, (i) There there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect (except for the filing of the Chapter 11 Cases) and (ii) the material business of the Borrower and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished delivered to the Lenders the following financial statements contained in the Offering Memorandum: statements: (i) its the audited combined consolidated balance sheet, combined sheet and statements of operationsearnings (loss), combined statements of stockholders' deficit and cash flows of the Company and combined statements its Subsidiaries (and, separately stated, of changes in owner’s net investment the Company and its Restricted Subsidiaries) as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 2004, historical reported on by KPMG Peat Marwick LLP, independent public accountants; and (ii) the unaudited pro forma statement consolidated balance sheet and statements of operations earnings (loss), stockholders' deficit and cash flows of the Company and its Subsidiaries (and, separately stated, of the Company and its Restricted Subsidiaries) as of and for the 3six-month period ended March 31, 2005 and historical unaudited pro forma balance sheet at March 31June 30, 2005, certified by a Financial Officer of the Company. Such financial statements present fairly, in all material respects, the respective consolidated actual financial position condition of the respective entities as at said respective dates and the consolidated and unconsolidated results of their operations and cash flows of for the Borrower and its Consolidated Subsidiaries as of such dates and for such fiscal periods ended on said respective dates, all in accordance with GAAPgenerally accepted accounting principles and practices applied on a consistent basis, subject subject, in the case of unaudited financial statements, to the absence of footnotes and year-end audit adjustments and the absence of footnotes adjustments. Except as disclosed in the case of the unaudited quarterly said financial statements. (i) There has been no event, development or circumstance that has had a Material Adverse Effect and (ii) the material business none of the Borrower and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any Restricted Subsidiary said entities has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments. Since December 31, except as referred to 2004, there has been no material adverse change (or reflected any event, development or provided for circumstance that, individually or in the Financial Statementsaggregate, could reasonably be expected to result in a material adverse change) in the business, assets, operations or condition, financial or otherwise, of the Company and its Restricted Subsidiaries taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders the following financial statements contained in the Offering Memorandum: (i) its audited combined consolidated balance sheet, combined sheet and statements of operationsincome, combined statements of stockholders equity and cash flows and combined statements of changes in owner’s net investment (A) as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 20042010, historical unaudited pro forma statement reported on by Ernst & Young, independent public accountants, and (B) as of operations and for the 3-nine month period ended March 31September 30, 2005 and historical unaudited pro forma balance sheet at March 312011, 2005certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Company and its Consolidated consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. statements referred to in clause (iB) There has been no event, development or circumstance that has had a Material Adverse Effect above and (ii) the material business (A) unaudited consolidated balance sheet of the Borrower Target and its Restricted Subsidiaries has been conducted subsidiaries as of December 31, 2011 and related consolidated statements of income and cash flows of the Target and its subsidiaries for the eight month period then ended and (B) audited consolidated balance sheet and statements of income and cash flows of the Target and its subsidiaries as of December 31, 2011 for the fiscal year ended March 31, 2011. Such financial statements are based upon the information contained in the ordinary course consistent books and records of the Target and its subsidiaries, were prepared in conformity with past business practicesGAAP and present fairly in all material respects the consolidated financial conditions and results of operations and cash flows of the Target and its subsidiaries as of the times and for the periods referred to therein, subject solely in the case of the unaudited financial statements to the absence of footnote disclosures and other presentation items and changes resulting from normal year-end adjustments. (cb) Neither No event, change or condition has occurred that has had, or could reasonably be expected to have, (i) a Material Adverse Effect (determined with the Borrower nor any Restricted Subsidiary has inclusion, for periods after the Effective Date of the Target and its subsidiaries) since December 31, 2011 or (ii) a “material adverse effect” on the date hereof any material Debt (including Disqualified Capital Stock) business, operations, property or any contingent liabilitiesfinancial condition of the Target and its subsidiaries, off-balance sheet liabilities or partnershipstaken as a whole, liabilities for taxessince November 30, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements2011.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the following financial its consolidated balance sheet and consolidated statements contained in the Offering Memorandum: of operations and comprehensive income, stockholders' equity and cash flows (i) its audited combined balance sheet, combined statements of operations, combined statements of cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 31, 2003 2001, December 31, 2002, and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates 2003, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) its historical unaudited pro forma statement as of operations and for the fiscal year ended December 31, 2004, historical unaudited pro forma statement of operations for the 3-month period ended March 31, 2005 and historical unaudited pro forma balance sheet at March 31, 20052004 certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its Consolidated the Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statementsstatements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of the Effective Date, prepared giving effect to the Transactions as if the Transactions had occurred on such date. Such pro forma consolidated balance sheet (i) There has been no eventprepared in good faith based on the same assumptions used to prepare the pro forma financial statements included in the Information Memorandum (which assumptions are believed by the Borrower to be reasonable), development or circumstance that has had a Material Adverse Effect and (ii) accurately reflects all adjustments necessary to give effect to the Transactions and (iii) presents fairly, in all material business respects, the pro forma financial position of the Borrower and its Restricted the Subsidiaries has been conducted in as of the ordinary course consistent with past business practicesEffective Date as if the Transactions had occurred on such date. (c) Neither Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, after giving effect to the Transactions, none of the Borrower nor or its Subsidiaries has, as of the Effective Date, any Restricted Subsidiary material direct or contingent liabilities. (d) No event, change or condition has occurred that has had, or is reasonably likely to have, a material adverse effect on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent business, operations, assets, liabilities, off-balance sheet liabilities financial condition or partnershipsresults of operations of Holdings, liabilities for taxesthe Borrower and the Subsidiaries, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentstaken as a whole, except as referred to or reflected or provided for in the Financial Statementssince December 31, 2003.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the following financial statements contained in the Offering Memorandum: (i) its audited combined consolidated balance sheet, combined sheet and statements of operationsincome, combined statements of stockholders equity and cash flows and combined statements of changes in owner’s net investment (x) as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 2004, historical unaudited pro forma statement reported on by Deloitte & Touche LLP independent public accountants, and (y) as of operations and for the 3-month period fiscal quarter and the portion of the fiscal year ended March 31, 2005 2005, reviewed by Deloitte & Touche LLP and historical unaudited pro forma balance sheet at (ii) the statements of income, stockholders equity and cash flows of Mission as of and for the fiscal quarter and the portion of the fiscal year ended December 31, 2004 and March 31, 2005, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. The Borrower has heretofore furnished to the Lenders the unaudited, pro forma consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the six-month period ended June 30, 2005 adjusted to give effect to the Mergers, this Agreement, and the other transactions contemplated by Section 6.01(h), certified by its chief financial officer as presenting fairly, in all material respects, the consolidated pro forma financial position and results of operations and cash flows of the Borrower and its Consolidated Subsidiaries as of such date and for such period in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (b) Since December 31, 2004, (i) There there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect and (ii) the material business of the Borrower and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as commitments (other than the Gas Balancing Obligations and the Swap Agreements listed on Schedule 7.21) which are not referred to or reflected or provided for in the Financial Statements.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders the following financial its consolidated balance sheet and statements contained in the Offering Memorandum: of consolidated operations and retained earnings, consolidated shareholders’ equity and consolidated cash flows (i) its audited combined balance sheet, combined statements of operations, combined statements of cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years year ended December 31February 24, 2003 and December 312007, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates reported on by Pricewaterhouse Coopers LLP, independent public accountants, and (ii) its historical unaudited pro forma statement as of operations and for the fiscal quarter and the portion of the fiscal year ended December 31September 8, 20042007, historical unaudited pro forma statement of operations for the 3-month period ended March 31, 2005 and historical unaudited pro forma balance sheet at March 31, 2005certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Company and the Subsidiaries (other than Pathmark and its Consolidated Subsidiaries) as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Company has heretofore furnished to the Lenders the consolidated balance sheet and statements of consolidated operations and retained earnings, consolidated shareholders’ equity and consolidated cash flows of Pathmark and its Subsidiaries (i) as of and for the fiscal year ended February 3, 2007, reported on by Deloitte & Touche, LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended August 4, 2007, certified by Pathmark’s chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Pathmark and its Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (i) There has been no event, development or circumstance that has had a Material Adverse Effect and statements referred to in clause (ii) the material business of the Borrower and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practicesabove. (c) Neither The unaudited consolidated pro forma balance sheet of the Borrower nor any Restricted Subsidiary has Company and its Subsidiaries as of September 8, 2007, and the related consolidated statements of income and cash flow of the Company and its Subsidiaries for the twelve month period then ended, certified by the chief financial officer, senior vice president-finance, or treasurer of the Company fairly present the consolidated financial condition of Company and its Subsidiaries as at such date and the consolidated results of operations of the Company and its Subsidiaries for the period ended on such date, in the case of the consolidated balance sheet, giving pro forma effect to the Transactions. (d) The consolidated forecasted balance sheet, statements of income and cash flows of the Company and its Subsidiaries delivered to the Lenders were prepared in good faith on the date hereof any basis of the assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, a reasonable estimate of the Company’s and its Subsidiaries future financial condition and performance, giving pro forma effect to the Transactions. (e) Since August 4, 2007, there has been no material Debt adverse change in (including Disqualified Capital Stocka) the business, assets, operations or any contingent liabilitiescondition, off-balance sheet liabilities financial or partnershipsotherwise, liabilities for taxesof the Company and the Subsidiaries, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentstaken as a whole, except as referred to or reflected or provided for disclosed in the Financial StatementsExchange Act Filings made prior to the Effective Date or in any Schedules or Exhibits to this Agreement as of the Effective Date, (b) after the Effective Date, the ability of any Loan Party to perform any of its obligations under any Loan Document, (c) after the Effective Date, the rights of or benefits available to the Lenders under any Loan Document or (d) the Collateral as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders the following financial consolidated and consolidating balance sheets of the Company and its consolidated Subsidiaries and the related statements contained in the Offering Memorandum: of income, stockholders equity and cash flows (i) its audited combined balance sheet, combined statements of operations, combined statements of cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December November 2, 1997 and November 1, 1998 and October 31, 2003 and December 311999, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates such consolidated financial statements being reported on by Deloitte & Touche LLP, independent public accountants, and (ii) its historical unaudited pro forma statement as of operations and for the fiscal year quarter ended December 31January 30, 2004, historical unaudited pro forma statement of operations for the 3-month period ended March 31, 2005 and historical unaudited pro forma balance sheet at March 31, 20052000. Such financial statements present fairly, in all material respects, the financial position condition and results of operations and cash flows of the Borrower Company and its Consolidated consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statementsstatements referred to in clause (ii) above. (b) The Company has heretofore furnished to the Lenders the consolidated balance sheets of Align-Rite and its consolidated subsidiaries and the related statements of income, stockholders equity and cash flows (i) There has been no eventas of and for the fiscal year ended March 31, development or circumstance that has had a Material Adverse Effect 1999, such consolidated financial statements being reported on by Pricewaterhousecoopers LLP, independent public accountants, and (ii) as of and for the material business fiscal quarter and the portion of the Borrower fiscal year ended December 31, 1999. To the best of the Company's knowledge (after due inquiry), such financial statements present fairly, in all material respects, the financial condition and results of operations and cash flows of Align-Rite and its Restricted Subsidiaries has been conducted consolidated subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the ordinary course consistent with past business practicescase of the statements referred to in clause (ii) above. (c) Neither The Company has heretofore furnished to the Borrower nor Lenders the consolidated condensed balance sheets of PSMC and its consolidated subsidiaries and the related condensed statements of income as of and for the fiscal year ended December 31, 1999. To the best of the Company's knowledge (after due inquiry), such financial statements present fairly, in all material respects, the financial condition and results of operations of PSMC and its consolidated subsidiaries as of such dates and for such periods in accordance with GAAP. (d) The projections and pro forma financial information provided by the Company giving effect to the Align-Rite Acquisition and the PSMC Acquisition are based on good faith estimates and assumptions by the management of the Company, it being recognized by the Lenders, however, that projections as to future events are not to be viewed as fact and that actual results during the period or periods covered by any Restricted Subsidiary such projections may differ from the projected results and that the differences may be material. After reviewing the historical financial statements of Align-Rite and PSMC and considering the pro forma position of the Company and its consolidated subsidiaries subsequent to the Align-Rite Acquisition and the PSMC Acquisition, the Company believes in good faith that the Company and its consolidated subsidiaries will continue to be in compliance with the financial covenants contained in Article VI of the Existing Credit Agreement. (e) Since January 30, 2000, there has been no material adverse change in the business, assets, operations, prospects or condition, financial or otherwise, of the Company and the Subsidiaries, taken as a whole. With respect to the financial period commencing on January 1, 2000 and ending on the date hereof any Effective Date, to the best of the Company's knowledge (after due inquiry), there has been no material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for adverse change in the Financial Statementsbusiness, assets, operations, prospects or condition, financial or otherwise, of Align-Rite and its consolidated subsidiaries, taken as a whole, or PSMC and its consolidated subsidiaries, taken as a whole, respectively.

Financial Condition; No Material Adverse Change. (a) The Borrower Holdings has heretofore furnished to the Lenders the following financial statements contained in the Offering Memorandum: (i) its audited combined balance sheet, combined the consolidated statements of operationsincome, combined statements of stockholders' equity and cash flows and combined statements of changes in owner’s net investment the Company as of and for the fiscal years ended December 31June 30, 2003 1998, June 30, 1999, and December 31June 30, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates 2000, and (ii) its historical unaudited pro forma statement the consolidated balance sheets of operations for the fiscal year ended December 31Company as of June 30, 20041999, historical unaudited pro forma statement of operations for the 3-month period ended March 31and June 30, 2005 and historical unaudited pro forma balance sheet at March 312000, 2005in each case reported on by Ernst & Young, independent public accountants. Such financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Borrower and its Consolidated Subsidiaries Acquired Company as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (b) Holdings has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of June 30, 2000, and its pro forma statements of income stockholders' equity and cash flows as of and for the fiscal year ended June 30, 2000, in each case prepared giving effect to the Transactions as if the Transactions had occurred on such date. Such pro forma consolidated financial statements (i) There has have been no event, development prepared in good faith based on assumptions made known to the Lenders (which assumptions are believed by Holdings and the Borrowers to be reasonable at the time of preparation) and upon information not known to be incorrect or circumstance that has had a Material Adverse Effect unreasonable in any material respect and (ii) accurately reflect in all material respects all adjustments necessary to give effect to the material business of the Borrower and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practicesTransactions. (c) Neither Holdings has heretofore furnished to the Borrower nor any Restricted Subsidiary has on Lenders unaudited summary financial statements of the Company for each fiscal month ended after June 30, 2000, and at least 30 days prior to the date hereof hereof. Such financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Company and its consolidated subsidiaries as of such dates and for such periods in accordance with GAAP. (d) Except as disclosed in the financial statements referred to in paragraphs (a) and (b) above or the notes thereto or in the Information Memorandum and except for the Disclosed Matters, after giving effect to the Transactions, none of Holdings, the Borrowers or the Subsidiaries has, as of the Effective Date, any material Debt (including Disqualified Capital Stock) or any 109 102 contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentslosses. (e) Since June 30, except as referred to or reflected or provided for 2000, there has been no material adverse change in the Financial Statementsbusiness, financial condition or results of operations of Holdings, the Borrowers and the Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Parent and the US Borrower has have heretofore furnished to the Lenders the following financial statements contained in the Offering Memorandum: (i) its Parent’s audited combined consolidated balance sheet, combined statements of operations, combined statements of cash flows and combined statements of changes in owner’s net investment sheet as of and for the fiscal years ended December 31, 2003 and December 312004, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and reported on by Ernst & Young LLP, independent public accountants, (ii) its historical unaudited pro forma statement Parent’s audited consolidated statements of operations operations, changes in stockholder’s equity and cash flows for the fiscal year years ended December 31, 2002, 2003 and 2004, historical reported on by Ernst & Young LLP, independent public accountants and (iii) Parent’s unaudited pro forma statement consolidated balance sheet and statements of operations operations, changes in stockholder’s equity and cash flows as of and for the 3six-month period periods ended March 31June 30, 2005 2004 and historical unaudited pro forma balance sheet at March 312005, 2005certified by Parent’s chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations operations, changes in stockholder’s equity and cash flows of the Borrower Parent and its Consolidated consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statementsstatements referred to in clause (iii) above. (b) Parent has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of June 30, 2005, prepared giving effect to the Transactions as if the Transactions had occurred on such date. As of the Effective Date, such pro forma consolidated balance sheet (i) There has been no eventprepared in good faith based on the same assumptions used to prepare the pro forma financial statements included in the Information Memorandum (which assumptions are reasonable), development or circumstance that has had a Material Adverse Effect and (ii) is based on the best information available to Parent and the Borrowers after due inquiry, (iii) accurately reflects all adjustments necessary to give effect to the Transactions and (iv) presents fairly, in all material business respects, the pro forma financial position of the Borrower Parent and its Restricted consolidated Subsidiaries has been conducted in as of June 30, 2005, as if the ordinary course consistent with past business practicesTransactions had occurred on such date. (c) Neither Except as disclosed in the Borrower nor any Restricted Subsidiary has on financial statements referred to above or the date hereof notes thereto or in the Information Memorandum and except for the Disclosed Matters, after giving effect to the Transactions, none of Parent, the Borrowers or the Subsidiaries has, as of the Effective Date, any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentslosses. (d) Since December 31, except as referred to or reflected or provided for 2004, there has been no material adverse change in the Financial Statementsbusiness, assets, operations, properties, condition (financial or otherwise), liabilities (including contingent liabilities), material agreements or prospects of Parent, the Borrowers and the other Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the following financial its consolidated balance sheet and statements contained in the Offering Memorandum: of income, stockholders equity and cash flows (i) its audited combined balance sheet, combined statements of operations, combined statements of cash flows and combined statements of changes in owner’s net investment ). as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 20042001, historical unaudited pro forma statement reported on by Arthur Andersen LLP, independent public accountants, and (ii) as ▇▇ ▇▇d ▇▇▇ ▇▇▇ fiscal quarter and the portion of operations for the 3-month period fiscal year ended March 31September 30, 2005 and historical unaudited pro forma balance sheet at March 312002, 2005certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (b) Since December 31, 2001, (i) There there has been no eventmaterial adverse change in the business, development assets, operations, prospects or circumstance that has had condition, financial or otherwise, of the Borrower and its Material Subsidiaries, taken as a Material Adverse Effect whole and (ii) the material business of the Borrower and its Restricted Material Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any Restricted Material Subsidiary has on the date hereof (i) any material Debt (including Disqualified Capital Stock) , except as referred to or reflected or provided for in the Financial Statements, or (ii) any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to incurred outside the ordinary course of the Borrower's or reflected or provided for in the Financial Statementssuch Material Subsidiary's business.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the following financial statements contained in the Offering Memorandum: (i) its audited combined Borrower’s consolidated balance sheet, combined sheet and consolidated statements of operationsincome, combined statements of stockholders’ equity and cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 20042006, historical unaudited pro forma statement of operations for the 3-month period ended March 31reported on by Ernst & Young LLP, 2005 and historical unaudited pro forma balance sheet at March 31, 2005independent registered public accountants. Such financial statements present fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Borrower and its Consolidated consolidated Subsidiaries as of such dates date and for such periods period in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (ib) There The Borrower has been no eventheretofore furnished to the Lenders PD’s consolidated balance sheet and consolidated statements of income, development or circumstance that has had a Material Adverse Effect shareholders’ equity and (ii) cash flows as of and for the fiscal year ended December 31, 2006, reported on by PricewaterhouseCoopers LLP, independent registered public accountants. Such financial statements present fairly, in all material business respects, the consolidated financial position and consolidated results of the Borrower operations and cash flows of PD and its Restricted Subsidiaries has been conducted consolidated subsidiaries as of such date and for such period in the ordinary course consistent accordance with past business practicesGAAP. (c) Neither The Borrower has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of December 31, 2006, prepared giving effect to the Transactions as if the Transactions had occurred on such date. Such pro forma consolidated balance sheet (i) has been prepared in good faith based on the same assumptions used to prepare the pro forma financial statements filed on Form 8-K with the Securities and Exchange Commission on March 1, 2007 (which assumptions are believed by the Borrower to be reasonable), (ii) based on the information available at the time of preparation thereof, reasonably reflects the adjustments appropriate to give pro forma effect to the Transactions and (iii) is derived from the historical financial statements referred to in Sections 3.04(a) and 3.04(b) above. (d) Except as disclosed in the financial statements referred to above or the notes thereto or in the Confidential Information Materials and except for the Disclosed Matters, after giving effect to the Transactions, neither the Borrower nor any of the Restricted Subsidiary has on Subsidiaries has, as of the date hereof Effective Date, any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentsthat would reasonably be expected to give rise to a Material Adverse Effect. (e) Except on the date hereof and on the Effective Date (as to which the condition set forth in Section 4.01(t) shall apply), except as referred set forth in Schedule 3.04(e), since December 31, 2006, there has been no material adverse change in (i) the business, operations or financial condition of FCX and its Subsidiaries, taken as a whole, (ii) the ability of any Loan Party to perform its obligations under any Loan Document or reflected (iii) the rights of or provided for in benefits available to the Financial StatementsLenders under the Loan Documents.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished in accordance with Section 8.01 to the Lenders the following financial statements contained in the Offering Memorandum: (i) its audited combined the consolidated balance sheetsheets of the Existing Borrower as of December 31, combined 2010 and 2009, and the related consolidated statements of operations, combined statements of comprehensive income, partners’ capital, and cash flows and combined statements for each of changes the three years in owner’s net investment as of and for the fiscal years period ended December 31, 2003 and December 312010, 2004 for the domestic Oil and Gas Properties of Calpine and certified by its Affiliates independent public accountants; and (ii) its historical unaudited pro forma statement the consolidated balance sheet of operations the Existing Borrower as of September 30, 2011, and the related consolidated statements of operations, comprehensive income, partners’ capital, and cash flows for the fiscal year ended December 31three month and nine month periods then ended, 2004, historical unaudited pro forma statement of operations for the 3-month period ended March 31, 2005 and historical unaudited pro forma balance sheet at March 31, 2005certified by its chief financial officer. Such financial statements present fairly, in all material respects, the combined or consolidated, as applicable, financial position and results of operations and cash flows of the Borrower and its Consolidated Subsidiaries consolidated Subsidiaries, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (b) The Borrower has previously delivered to the Lenders the pro forma condensed consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of September 30, 2011, and the related pro forma condensed consolidated statements of operations for the Borrower for the nine months then ended and for the 12 months ended December 31, 2010 (collectively, the “Pro Forma Financial Statements”). The Pro Forma Financial Statements (i) There give effect to the Transactions, the Contribution and the Distribution as if they had occurred on such date in the case of the balance sheet and as of the beginning of the periods presented in the case of the statements of operations, (ii) have been prepared in good faith by the Loan Parties, based on the assumptions stated therein (which assumptions are believed by the Loan Parties on the Effective Date to be reasonable), (iii) accurately reflect all adjustments required to be made to give effect to the Transactions, the Contribution and the Distribution, and (iv) are in accordance with Regulation S-X and present fairly in all material respects the pro forma consolidated financial position and results of operations of the Borrower as of such date and for such periods, assuming that the Transactions, the Contribution and the Distribution had occurred at such dates. (c) Since December 31, 2010, after giving effect to the Contribution, the Distribution and the adjustments set forth in the pro forma condensed consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of September 30, 2011 which was previously delivered to the Lenders, (i) there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect and (ii) the material business of the Borrower and its Restricted Subsidiaries Loan Parties has been conducted only in the ordinary course consistent with past business practices. (cd) Neither the Borrower nor any Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any material contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Pro Forma Financial StatementsStatements or as disclosed in this Agreement (including the Schedules hereto).

Financial Condition; No Material Adverse Change. (a) The Parent Borrower has heretofore furnished to the Lenders Administrative Agent the following financial combined balance sheet and statements contained of income, stockholders equity and cash flows of the U.S. Company, the Canadian Company and their respective subsidiaries, in the Offering Memorandum: each case (i) its audited combined balance sheet, combined statements of operations, combined statements of cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 2004, historical unaudited pro forma statement reported on by Deloitte & Touche LLP, independent public accountants, (ii) as of operations and for the 3-month period three fiscal quarters ended September 26, 2004, the fiscal quarter ended March 31, 2005 and historical unaudited pro forma balance sheet at March the two fiscal quarters ended October 2, 2005, certified by a Financial Officer, and (iii) as of and for the fiscal months ended on or about October 31, 20052005 and 2004, certified by a Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower U.S. Company, the Canadian Company and its Consolidated Subsidiaries their respective subsidiaries as of such dates and for such periods and, in the case of the financial statements referred to in clause (i) above, were prepared in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statementsfootnotes. (b) The Parent Borrower has heretofore furnished to the Lenders its pro forma combined balance sheet as of October 2, 2005, prepared giving effect to the Transactions as if the Transactions had occurred on such date. Such pro forma combined balance sheet (i) There has been no eventprepared in good faith based on the same assumptions used to prepare the pro forma financial statements included in the Information Memorandum (which assumptions are believed by Holdings and the Parent Borrower to be reasonable), development or circumstance that has had a Material Adverse Effect and (ii) accurately reflects all adjustments necessary to give effect to the Transactions (it being understood and agreed that purchase accounting adjustments will not have been made on such pro forma combined balance sheet) and (iii) presents fairly, in all material business respects, the estimated pro forma financial position of the Parent Borrower and its Restricted the Subsidiaries has been conducted in as of September 30, 2005, as if the ordinary course consistent with past business practicesTransactions had occurred on such date. (c) Neither Except as disclosed in the Borrower nor any Restricted Subsidiary has on financial statements referred to in paragraphs (a) and (b) of this Section 3.04 or the date hereof notes thereto or in the Information Memorandum and except for the Disclosed Matters, after giving effect to the Transactions, none of the Loan Parties has, as of the Effective Date, any material Debt (including Disqualified Capital Stock) direct or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized losses. (d) With respect to any Borrowing, acceptance and purchase of B/As and issuance, amendment, renewal or anticipated losses from any unfavorable commitmentsextension of Letters of Credit following the Effective Date, except as referred to no event, change, effect or reflected circumstance has occurred that, individually or provided for in the Financial Statementsaggregate, has had, or could reasonably be expected to have, a Material Adverse Effect, since June 30, 2005.

Financial Condition; No Material Adverse Change. (a) The Borrower Holdings has heretofore furnished to the Lenders the following financial statements contained in the Offering Memorandum: (i) its audited combined balance sheet, combined the consolidated statements of operationsincome, combined statements of stockholders' equity and cash flows and combined statements of changes in owner’s net investment the Company as of and for the fiscal years ended December 31June 30, 2003 1998, June 30, 1999, and December 31June 30, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates 2000, and (ii) its historical unaudited pro forma statement the consolidated balance sheets of operations for the fiscal year ended December 31Company as of June 30, 20041999, historical unaudited pro forma statement of operations for the 3-month period ended March 31and June 30, 2005 and historical unaudited pro forma balance sheet at March 312000, 2005in each case reported on by Ernst & Young, independent public accountants. Such financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Borrower and its Consolidated Subsidiaries Acquired Company as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (b) Holdings has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of June 30, 2000, and its pro forma statements of income stockholders' equity and cash flows as of and for the fiscal year ended June 30, 2000, in each case prepared giving effect to the Transactions as if the Transactions had occurred on such date. Such pro forma consolidated financial statements (i) There has have been no event, development prepared in good faith based on assumptions made known to the Lenders (which assumptions are believed by Holdings and the Borrowers to be reasonable at the time of preparation) and upon information not known to be incorrect or circumstance that has had a Material Adverse Effect unreasonable in any material respect and (ii) accurately reflect in all material respects all adjustments necessary to give effect to the material business of the Borrower and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practicesTransactions. (c) Neither Holdings has heretofore furnished to the Borrower nor any Restricted Subsidiary has on Lenders unaudited summary financial statements of the Company for each fiscal month ended after June 30, 2000, and at least 30 days prior to the date hereof hereof. Such financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Company and its consolidated subsidiaries as of such dates and for such periods in accordance with GAAP. (d) Except as disclosed in the financial statements referred to in paragraphs (a) and (b) above or the notes thereto or in the Information Memorandum and except for the Disclosed Matters, after giving effect to the Transactions, none of Holdings, the Borrowers or the Subsidiaries has, as of the Effective Date, any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentslosses. (e) Since June 30, except as referred to or reflected or provided for 2000, there has been no material adverse change in the Financial Statementsbusiness, financial condition or results of operations of Holdings, the Borrowers and the Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the following financial its consolidated balance sheet and statements contained in the Offering Memorandum: of income, stockholders equity and cash flows (i) its audited combined balance sheet, combined statements of operations, combined statements of cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 20042009, historical unaudited pro forma statement reported on by Deloitte & Touche LLP, independent public accountants, and (ii) as of operations and for the 3-month period fiscal quarter and the portion of the fiscal year ended March 31, 2005 and historical unaudited pro forma balance sheet at March 31, 20052010. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (b) Since December 31, 2009, (i) There there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect and (ii) the material business of the Borrower and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as commitments (other than the Gas Balancing Obligations and the Swap Agreements listed on Schedule 7.20) which are not referred to or reflected or provided for in the Financial Statements.

Financial Condition; No Material Adverse Change. (a) The Borrower FCX has heretofore furnished to the Lenders the following financial statements contained in the Offering Memorandum: (i) its audited combined FCX’s consolidated balance sheet, combined sheet and consolidated statements of operationsincome, combined statements of stockholders’ equity and cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 20042006, historical unaudited pro forma statement of operations for the 3-month period ended March 31reported on by Ernst & Young LLP, 2005 and historical unaudited pro forma balance sheet at March 31, 2005independent registered public accountants. Such financial statements present fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Borrower FCX and its Consolidated consolidated Subsidiaries as of such dates date and for such periods period in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (ib) There FCX has been no eventheretofore furnished to the Lenders PD’s consolidated balance sheet and consolidated statements of income, development or circumstance that has had a Material Adverse Effect shareholders’ equity and (ii) cash flows as of and for the fiscal year ended December 31, 2006, reported on by PricewaterhouseCoopers LLP, independent registered public accountants. Such financial statements present fairly, in all material business respects, the consolidated financial position and consolidated results of the Borrower operations and cash flows of PD and its Restricted Subsidiaries has been conducted consolidated subsidiaries as of such date and for such period in the ordinary course consistent accordance with past business practicesGAAP. (c) Neither FCX has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of December 31, 2006, prepared giving effect to the Transactions as if the Transactions had occurred on such date. Such pro forma consolidated balance sheet (i) has been prepared in good faith based on the same assumptions used to prepare the pro forma financial statements filed on Form 8-K with the Securities and Exchange Commission on March 1, 2007 (which assumptions are believed by FCX to be reasonable), (ii) based on the information available at the time of preparation thereof, reasonably reflects the adjustments appropriate to give pro forma effect to the Transactions and (iii) is derived from the historical financial statements referred to in Sections 3.04(a) and 3.04(b) above. (d) Except as disclosed in the financial statements referred to above or the notes thereto or in the Confidential Information Materials and except for the Disclosed Matters, after giving effect to the Transactions, neither Borrower nor any of the Restricted Subsidiary has on Subsidiaries has, as of the date hereof Effective Date, any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentsthat would reasonably be expected to give rise to a Material Adverse Effect. (e) Except on the date hereof and on the Effective Date (as to which the condition set forth in Section 4.01(t) shall apply), except as referred set forth in Schedule 3.04(e), since December 31, 2006, there has been no material adverse change in (i) the business, operations or financial condition of FCX and its Subsidiaries, taken as a whole, (ii) the ability of any Loan Party to perform its obligations under any Loan Document or reflected (iii) the rights of or provided for in benefits available to the Financial StatementsLenders under the Loan Documents.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders and the following financial Global Administrative Agent copies of its consolidated balance sheet and statements contained in the Offering Memorandum: of income, stockholders equity and cash flows (i) its audited combined balance sheet, combined statements of operations, combined statements of cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 20042006, historical unaudited pro forma statement audited by Ernst & Young LLP, independent public accountants, and (ii) if available, as of operations and for the 3-month period fiscal quarter and the portions of the fiscal year ended March 31, 2005 and historical unaudited pro forma balance sheet at March 312007, 2005certified by its chief financial officer. Such 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 dates and for such periods in accordance with GAAPGAAP consistently applied, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statementsstatements referred to in clause (ii) above. (b) Borrower has heretofore furnished to the Lenders and the Global Administrative Agent copies of the consolidated balance sheet and statements of income, stockholders equity and cash flows of Target (i) There has been no eventas of and for the fiscal year ended December 31, development or circumstance that has had a Material Adverse Effect 2006, audited by Deloitte & Touche LLP, and (ii) if available, as of and for the material business fiscal quarter and the portion of the Borrower and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practicesfiscal year ended March 31, 2007. (c) Neither Borrower has heretofore furnished to the Lenders and the Global Administrative Agent copies of its pro forma combined balance sheet as of December 31, 2006, prepared giving pro forma effect to the Transactions as if the Transactions had occurred on such date. Such pro forma combined balance sheet (i) has been prepared in good faith in accordance with GAAP, (ii) is based on assumptions believed to be reasonable, and (iii) presents fairly, in all material respects, the pro forma combined financial position of Borrower and its consolidated Subsidiaries as of December 31, 2006. (d) Except as set forth in Schedule 3.4 or reflected in the financial statements referred to in Section 3.4(a), neither Borrower nor any of its Restricted Subsidiary Subsidiaries has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentslosses. (e) Since December 31, except as referred to or reflected or provided for 2006, there has been no material adverse change in the Financial Statementsconsolidated financial condition, operations or business taken as a whole of Borrower and its consolidated Restricted Subsidiaries.

Financial Condition; No Material Adverse Change. (a) The ------------------------------------------------ Borrower has heretofore furnished to the Lenders the following financial its consolidated balance sheet and statements contained in the Offering Memorandum: of income, stockholders equity and cash flows (i) its audited combined balance sheet, combined statements of operations, combined statements of cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 20041997, historical unaudited pro forma statement reported on by Price Waterhouse LLP, independent public accountants, and (ii) as of operations and for the 3-month period fiscal quarter and the portion of the fiscal year ended March 31June 30, 2005 and historical unaudited pro forma balance sheet at March 311998, 2005certified by its chief financial officer. Such 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 dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statementsstatements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of August 31, 1998, prepared giving effect to the Transactions as if the Transactions had occurred on such date. Such pro forma consolidated balance sheet (i) There has been no eventprepared in good faith based on the same assumptions used to prepare the pro forma financial statements included in the Information Memorandum (which assumptions are believed by the Borrower to be reasonable), development or circumstance that has had a Material Adverse Effect and (ii) is based on the information available to the Borrower after due inquiry, (iii) accurately reflects all adjustments necessary to give effect to the Transactions and (iv) presents fairly, in all material business respects, the pro forma financial position of the Borrower and its Restricted consolidated Subsidiaries has been conducted in as of August 31, 1998 as if the ordinary course consistent with past business practicesTransactions had occurred on such date. (c) Neither Except as disclosed in the financial statements referred to in this Section 3.04 or the notes thereto or in the Information Memorandum and except for the Disclosed Matters, after giving effect to the Transactions, neither the Borrower nor any Restricted Subsidiary has on of its Subsidiaries has, as of the date hereof Effective Date, any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentslosses. (d) Since June 30, except as referred to or reflected or provided for 1998, there has been no material adverse change in the Financial Statementsbusiness, assets, operations, prospects or condition, financial or otherwise, of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders the following financial its consolidated balance sheets and statements contained in the Offering Memorandum: of income, stockholders equity and cash flows (i) its audited combined balance sheet, combined statements of operations, combined statements of cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 2003, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2004, historical unaudited pro forma statement of operations for the 3-month period ended March 31, 2005 and historical unaudited pro forma balance sheet at March 31, 2005certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and position, results of operations and cash flows of the Borrower Company and its Consolidated the consolidated Subsidiaries (prior to the Combination) as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statementsstatements referred to in clause (ii) above. (b) The Company has heretofore furnished to the Lenders the consolidated balance sheets and statements of income, stockholders equity and cash flows of Molson (i) There has been no eventas of and for the fiscal year ended March 31, development or circumstance that has had a Material Adverse Effect 2004, reported on by PricewaterhouseCoopers LLP, independent chartered accountants, and (ii) as of and for the material business fiscal quarter and the portion of the Borrower fiscal year ended September 30, 2004, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of Molson and its Restricted Subsidiaries has been conducted consolidated subsidiaries as of such dates and for such periods in accordance with Canadian generally accepted accounting principles, subject to year end audit adjustments and the absence of footnotes in the ordinary course consistent with past business practicescase of the statements referred to in clause (ii) above. (c) Neither The unaudited pro forma condensed combined balance sheet of the Borrower nor any Restricted Subsidiary has Company as of September 26, 2004, and the pro forma condensed combined statement of income of the Company for the period of four fiscal quarters ended September 26, 2004, prepared giving effect to the Combination Transactions as if the Combination Transactions had occurred on such date and at the beginning of such period, respectively, (i) have been prepared in good faith based on assumptions believed by the Company to be reasonable at the time made, (ii) were based on the best information available to the Company after due inquiry at the time made, (iii) accurately reflect all adjustments necessary to give effect to the Transactions and (iv) present fairly, in all material respects, the pro forma financial position, and results of operations of the Company and its consolidated Subsidiaries as of such date hereof and for such period, as if the Combination Transactions had occurred on such date and at the beginning of such period, respectively (it being agreed, however, that the representation and warranty contained in this clause (c), insofar as it relates to information concerning Molson and its subsidiaries, is made only to the best knowledge of the Company). (d) Except as disclosed to the Lenders or in a filing by the Company with the Securities and Exchange Commission prior to the date of this Agreement, since September 30, 2004, there has not occurred or become known any event or circumstance that constitutes or would reasonably be expected to result in a material Debt adverse change in the business, assets, operations or financial condition of the Company and the Subsidiaries (including Disqualified Capital Stock) or any contingent liabilitiesMolson and its subsidiaries), off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except taken as referred to or reflected or provided for in the Financial Statementsa whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished delivered to the Lenders the following financial statements contained in the Offering Memorandum: statements: (i) its the audited combined consolidated balance sheet, combined sheet and statements of operationsearnings (loss), combined statements of stockholders' deficit and cash flows of the Borrower and combined statements of changes in owner’s net investment its Subsidiaries as of and for the fiscal years ended December October 31, 2003 1994 and December 311995, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and respectively, reported on by KPMG Peat Marwick LLP, independent public accountants; (ii) the unaudited consolidated balance sheet and statements of earnings (loss), stockholders' deficit and cash flows of the Borrower and its historical unaudited Subsidiaries as of and for the nine-month period ended July 31, 1996, certified by a Financial Officer of the Borrower; and (iii) the pro forma statement unaudited condensed consolidated statements of operations earnings for the fiscal year ended December October 31, 20041995, historical unaudited pro forma statement of operations for and the 3nine-month period ended March July 31, 2005 1996, and historical unaudited the pro forma unaudited condensed consolidated balance sheet as at March July 31, 20051996, each of which statements is set forth in the Prospectus for the November Equity Offering, and prepared under the assumption that the acquisitions of FKM Advertising Co., Inc. and Outdoor East, L.P. had occurred at the beginning of the respective periods covered by such statements. Such financial statements present fairly, in all material respects, the respective actual or pro forma consolidated financial position and results of operations and cash flows of the Borrower and its Consolidated Subsidiaries respective entities as of such respective dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the such unaudited quarterly financial or pro forma statements.. Credit Agreement 71 - 66 - (ib) There Since July 31, 1996, there has been no eventmaterial adverse change in the business, development assets, operations, prospects or circumstance that has had a Material Adverse Effect and (ii) the material business condition, financial or otherwise, of the Borrower and its Restricted Subsidiaries has been conducted taken as a whole from that set forth in the ordinary course consistent with past business practicespro forma condensed consolidated financial statements referred to in clause (iii) of paragraph (a) above. (c) Neither None of the Borrower Borrowers nor any Restricted Subsidiary of its Subsidiaries has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentscommitments in each case that are material, except as referred to or reflected or provided for in the Financial Statementsbalance sheets as at July 31, 1996 referred to above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the following financial consolidated balance sheet and statements contained in the Offering Memorandum: of earnings, shareholders’ equity and cash flows of Holdings (i) its audited combined balance sheet, combined statements of operations, combined statements of cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 31September 30, 2003 and December 312004, 2004 for the domestic Oil reported on by Deloitte & Touche LLP, independent public accountants, and Gas Properties as of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31September 30, 20042005, historical unaudited pro forma statement reported on by Ernst & Young LLP, independent public accountants, (ii) as of operations and for the 3-month period fiscal quarters ended March December 31, 2005 and historical unaudited pro forma balance sheet April 1, 2006, certified by its Chief Financial Officer and (iii) to the extent possible in the exercise of the Borrower’s commercially reasonable efforts, as of and for each subsequent fiscal month ended at March 31least thirty (30) days before the Closing Date, 2005certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Holdings and its Consolidated consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the unaudited quarterly financial statementsstatements referred to in clauses (ii) and (iii) above. (ib) There The Borrower has been no eventheretofore delivered to the Lenders the unaudited pro forma consolidated balance sheet and related pro forma statements of earnings, development or circumstance that has shareholder’s equity and cash flows of Holdings as of April 1, 2006, prepared giving effect to the Transactions as if they had a Material Adverse Effect and (ii) occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the material business first day of the Borrower 12-month period ending on such date. Such pro forma financial statements have been prepared in good faith by Holdings, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by Holdings on the date hereof and on the Closing Date to be reasonable), are based on the best information available to Holdings as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly on a pro forma basis the estimated consolidated financial position of Holdings and its Restricted consolidated Subsidiaries has been conducted in as of such date and for such period, assuming that the ordinary course consistent with past business practicesTransactions had actually occurred at such date or at the beginning of such period, as the case may be. (c) Neither the Borrower nor any Restricted Subsidiary No event, change or condition has on the date hereof any material Debt (including Disqualified Capital Stock) occurred that has had, or any contingent liabilitieswould reasonably be expected to have, off-balance sheet liabilities or partnershipsa Material Adverse Effect, liabilities for taxessince September 30, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements2005.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the following financial statements contained in the Offering Memorandum: (i) its audited combined the consolidated balance sheet, combined sheet and related consolidated statements of operations, combined statements of comprehensive income, changes in stockholders’ equity and cash flows of BSIG UK and combined statements of changes in owner’s net investment its consolidated subsidiaries as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 20042018, historical audited by and accompanied by the opinion of KPMG LLP, independent registered public accounting firm, and (ii) the unaudited pro forma statement consolidated balance sheet and related consolidated statements of operations operations, comprehensive income and cash flows of BSIG UK and its consolidated subsidiaries as of and for the 3-month period ended March 31fiscal quarter and the portion of the fiscal year ending June 30, 2005 and historical unaudited pro forma balance sheet at March 312019, 2005certified by its chief financial officer. Such financial statements (including the related notes and schedules thereto) present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Borrower BSIG UK and its Consolidated Subsidiaries consolidated subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statementsstatements referred to in clause (ii) above. (ib) There Since December 31, 2018, there has been no eventmaterial adverse change in the business, development assets, operations, or circumstance that has had a Material Adverse Effect and (ii) the material business financial condition of the Borrower and its Restricted Subsidiaries subsidiaries, taken as a whole, and as of the Closing Date, there has been conducted no material adverse change in the ordinary course consistent with past business practicesbusiness, assets, operations, or financial condition of the Borrower and its Subsidiaries, taken as a whole. (c) Neither Except as disclosed in the financial statements referred to above or the notes thereto, after giving effect to the Transactions, none of the Borrower nor any Restricted Subsidiary has on or its Subsidiaries has, as of the date hereof Closing Date, any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementslosses.

Financial Condition; No Material Adverse Change. (a) The Borrower Holdings has heretofore furnished to the Lenders the following financial statements contained in the Offering Memorandum: Administrative Agent true and complete copies of its (i) its audited combined consolidated balance sheet, combined sheet and related statements of operationsearnings, combined statements of owner’s equity and cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 3126, 2004, December 21, 2003 and December 3127, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and 2002, reported on by Ernst & Young LLP, independent public accountants, (ii) its historical unaudited pro forma statement consolidated balance sheet and related statements of operations earnings and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended December 31March 21, 2004, historical unaudited pro forma statement and (iii) consolidated balance sheet and related statements of operations earnings and cash flows as of and for (A) each fiscal month after the 3-most recent fiscal period for which financial statements were received by the Original Lenders as described in clause (i) or (ii) above and ended at least 30 days before the Effective Date and (B) the 12 month period ended on the date of the closing of the first financial reporting period of Holdings ending on or after March 3121, 2005 and historical unaudited pro forma balance sheet at March 31, 20052004. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Holdings and its Consolidated Subsidiaries consolidated subsidiaries on a consolidated basis as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statementsstatements referred to in clause (ii) and (iii) above. (b) Holdings has heretofore furnished to the Administrative Agent its pro forma consolidated balance sheet as of the Effective Date prepared giving effect to the Transactions as if such Transactions had occurred on such date. Such pro forma consolidated balance sheet (i) There has been no eventprepared in good faith and, development or circumstance that has had a Material Adverse Effect and subject to purchase accounting adjustments, based on the same assumptions used to prepare the pro forma financial statements included in the Information Memorandum (which assumptions were believed by Holdings to be reasonable at the time when made), (ii) is based on the best information available to Holdings after due inquiry, (iii) accurately reflects in all material business respects all adjustments necessary to give effect to the Transactions and (iv) presents fairly, in all material respects, the pro forma financial position of the Borrower Holdings and its Restricted Subsidiaries has been conducted in consolidated subsidiaries on a consolidated basis as of such date, as if the ordinary course consistent with past business practicesTransactions had occurred on such date. (c) Neither As of the Borrower nor any Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentsEffective Date, except as disclosed in the financial statements referred to above or reflected the notes thereto and except for the Disclosed Matters and the Disclosed Environmental Matters, after giving effect to the Transactions and immediately following the making of each Loan hereunder, none of the Loan Parties or provided for in the Financial Statementsany of their subsidiaries has any material contingent liabilities. (d) Since December 21, 2004, nothing has had or is reasonably likely to have a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to JPMCB the Lenders the following financial statements contained in the Offering Memorandum: (i) its audited combined consolidated balance sheet, combined sheet and statements of operations, combined statements of stockholders' equity and cash flows of the Parent Company and combined statements of changes in owner’s net investment its consolidated Subsidiaries (i) as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 20042001, historical unaudited pro forma statement reported on by Ernst & Young LLP, independent public accountants, and (ii) as of operations and for the 3-month period fiscal quarter and the portion of the fiscal year ended March 31, 2005 and historical unaudited pro forma balance sheet at March 312002, 2005certified by one of the Parent Company's Financial Officers. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Parent Company and its Consolidated consolidated Subsidiaries as of such the dates and for such the periods indicated in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statementsstatements referred to in clause (ii) above. (ib) There has been no eventThe most recent consolidated balance sheet and statements of operations and stockholders' equity and cash flows, development together with the respective notes thereto, delivered to JPMCB in accordance with the provisions of Section 5.01(a) or circumstance that has had a Material Adverse Effect and (ii) b), as the case may be, present fairly, in all material business respects, the financial position of the Borrower Parent Company and its Restricted consolidated Subsidiaries has been conducted as of the date thereof and the results of operations and cash flows of the Parent Company and its consolidated Subsidiaries for the period then ended in accordance with GAAP, subject to year-end adjustments and the absence of footnotes in the ordinary course consistent with past business practicescase of statements referred to in Section 5.01(b). (c) Neither Since December 31, 2001, there has been no material adverse change in the assets, liabilities, financial condition, business or affairs of the Parent Company and its Subsidiaries, taken as a whole. Since December 31, 2001, there has occurred no change, event, circumstance, or condition in or with respect to the assets, liabilities, financial condition, business or affairs of the Parent Company and its Subsidiaries which, individually or in the aggregate with all other such changes, events, circumstances and conditions occurring since December 31, 2001, could reasonably be expected to result in a Material Adverse Effect. (d) The Parent Company and the Borrower nor any Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for collectively have more than $7,500,000 in the Financial StatementsLiquid Investments.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished delivered to the Lenders the following financial statements contained in the Offering Memorandum: statements: (i) its the audited combined consolidated balance sheet, combined sheet and statements of operationsearnings (loss), combined statements of stockholders' deficit and cash flows of the Borrower and combined statements its Subsidiaries (and, separately stated, of changes in owner’s net investment the Borrower and its Restricted Subsidiaries) as of and for the fiscal years year ended December 3131,1997, 2003 and December 31reported on by KPMG Peat Marwick LLP, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and independent public accountants; and (ii) the unaudited consolidated balance sheet and statements of earnings (loss), stockholders' deficit and cash flows of the Borrower and its historical unaudited pro forma statement Subsidiaries (and, separately stated, of operations the Borrower and its Restricted Subsidiaries) as of and for the fiscal year ended December 31, 2004, historical unaudited pro forma statement of operations for the 3-month period quarter ended March 31, 2005 and historical unaudited pro forma balance sheet at March 311998, 2005certified by a Financial Officer of the Borrower. Such financial statements present fairly, in all material respects, the respective consolidated financial position and results of operations and cash flows of the Borrower and its Consolidated Subsidiaries respective entities as of such respective dates and for such periods in accordance with GAAPgenerally accepted accounting principles, subject to year-end audit adjustments and the absence of footnotes in the case of the such unaudited quarterly financial statements. (ib) There Since December 31, 1997, there has been no eventmaterial adverse change in the business, development assets, operations, prospects or circumstance that has had a Material Adverse Effect and (ii) the material business condition, financial or otherwise, of the Borrower and its Restricted Subsidiaries has been conducted taken as a whole from that set forth in the ordinary course consistent with past business practicessaid consolidated financial statements referred to in clause (i) of paragraph (a) above. (c) Neither None of the Borrower Borrowers nor any Restricted Subsidiary of its Subsidiaries has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentscommitments in each case that are material, except as referred to or reflected or provided for in the Financial Statementsbalance sheets as at December 31, 1997 referred to above. Amended and Restated Credit Agreement 62 - 57 - (d) Any reprogramming required to permit the proper functioning, in and following the year 2000, of (i) the computer systems of the Borrower and its Subsidiaries and (ii) equipment containing embedded microchips (including systems and equipment supplied by others or with which the systems of the Borrower and its Subsidiaries interface) and the testing of all such systems and equipment, as so reprogrammed, will be completed by January 1, 1999. The cost to the Borrower and its Subsidiaries of such reprogramming and testing and of the reasonably foreseeable consequences of year 2000 to the Borrower and its Subsidiaries (including reprogramming errors and the failure of others' systems or equipment) will not result in a Default or a Material Adverse Effect. Except for such of the reprogramming referred to in the preceding sentence as may be necessary, the computer and management information systems of the Borrower and its Subsidiaries are and, with ordinary course upgrading and maintenance, will continue for the term of this Agreement to be, sufficient to permit the Borrower and its Subsidiaries to conduct its business without a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders the following financial its consolidated balance sheet and statements contained in the Offering Memorandum: of income, stockholders equity and cash flows (i) its audited combined balance sheet, combined statements of operations, combined statements of cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 20041998, historical unaudited pro forma statement reported on by KPMG LLP, independent certified public accountants, and (ii) as of operations and for the 3-month period fiscal quarter and the portion of the current fiscal year ended March 31June 30, 2005 and historical unaudited pro forma balance sheet at March 311999, 2005certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Company and its Consolidated consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statementsstatements referred to in clause (ii) above. (b) The Company has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of June 30, 1999, prepared giving effect to the Transactions as if the Transactions had occurred on such date. Such pro forma consolidated balance sheet (i) There has been no eventprepared in good faith based on the same assumptions used to prepare the pro forma financial statements included in the Information Memorandum (which assumptions are believed by the Company to be reasonable), development or circumstance that has had a Material Adverse Effect and (ii) accurately reflects all adjustments reasonably necessary to give effect to the Transactions and (iii) presents fairly, in all material business respects, the pro forma financial position of the Borrower Company and its Restricted consolidated Subsidiaries has been conducted in as of June 30, 1999 as if the ordinary course consistent Transactions had occurred on such date; PROVIDED that with past business practicesrespect to the Avex Entities, the Company's representation hereunder is made only pursuant to the Company's best knowledge. (c) Neither Except as disclosed in the Borrower nor any Restricted Subsidiary has on financial statements referred to above or the date hereof notes thereto or in the Information Memorandum and except for the Disclosed Matters, after giving effect to the Transactions, none of the Company or its Subsidiaries has, as of the Effective Date, any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentslosses. (d) Since December 31, except as referred to or reflected or provided for in the Financial Statements1998, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the following financial statements contained in the Offering Memorandum: each Credit Party (i) a copy of its Form 10-K for the fiscal year ending September 30, 1997, containing the audited combined consolidated balance sheetsheets of the Borrower and its consolidated Subsidiaries as of September 30, combined 1997 and September 30, 1996, and the related consolidated statements of operationsincome, combined stockholders' equity and cash flows for the periods then ended, (ii) the unaudited consolidating balance sheets of the Borrower and its Subsidiaries and the related unaudited consolidating statements of income, stockholders equity and cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years year ended September 30, 1997 and (iii) a copy of its Form 10-Q for the fiscal quarter ending December 31, 2003 and December 311997, 2004 for containing the domestic Oil and Gas Properties unaudited consolidated balance sheets of Calpine the Borrower and its Affiliates consolidated Subsidiaries for such fiscal quarter, together with the related statements of income and (ii) its historical unaudited pro forma statement of operations cash flows for the fiscal year ended December 31, 2004, historical unaudited pro forma statement of operations for the 3-month period ended March 31, 2005 and historical unaudited pro forma balance sheet at March 31, 2005quarter then ended. Such 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 dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the unaudited quarterly and consolidating statements referred to above in clauses (ii) and (iii). Except as fully reflected in such financial statements. , there are no material liabilities or obligations of a nature required by GAAP to be set forth in such financial statements or the footnotes thereto with respect to the Borrower or any of its Subsidiaries of any nature whatsoever (i) There whether absolute, contingent or otherwise and whether or not due). Since September 30, 1997, there has been no event, development or circumstance that has had a Material Adverse Effect and (ii) the material business of the Borrower and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practiceschange. (c) Neither the Borrower nor any Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements.

Financial Condition; No Material Adverse Change. (a) The statement of consolidated financial condition of the US Borrower has and its Subsidiaries as at October 31, 2010 and the related statements of consolidated income and retained earnings and consolidated cash flow for such fiscal year ended on such date, reported on by KPMG, copies of which have heretofore been furnished to the Lenders the following financial statements contained in the Offering Memorandum: (i) its audited combined balance sheetLenders, combined statements of operations, combined statements of cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 2004, historical unaudited pro forma statement of operations for the 3-month period ended March 31, 2005 and historical unaudited pro forma balance sheet at March 31, 2005. Such financial statements present fairly, in all material respects, the consolidated financial position condition of the US Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and cash flows flow for such fiscal year then ended. (b) The unaudited statement of consolidated financial condition of the US Borrower and its Consolidated Subsidiaries as at July 31, 2011 and the related unaudited statements of consolidated income and retained earnings and consolidated cash flow for the nine-month period ended on such dates date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Lenders, present fairly, in all material respects, the consolidated financial condition of the US Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and cash flow for such periods in accordance with GAAP, the nine-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (i) There has been no event, development or circumstance that has had a Material Adverse Effect and (ii) the material business of the Borrower and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practicesfootnotes). (c) Neither All the financial statements referred to in clauses (a) and (b) of this Section 5.04, 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). (d) The US Borrower nor any Restricted Subsidiary has on and its Subsidiaries do not have, at the date hereof hereof, any material Debt (including Disqualified Capital Stock) or any Guarantee obligations, contingent liabilities, off-balance sheet liabilities or partnerships, and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives that are not reflected in the financial statements referred to or reflected or provided for in this Section. (e) Since October 31, 2010, there has been no material adverse change in the Financial Statementsbusiness, assets, property or financial condition of the US Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower Parent has heretofore furnished to the Lenders the following financial statements contained in the Offering Memorandum: (i) its audited combined consolidated balance sheet, combined sheet and statements of operationsincome, combined statements of stockholders equity and cash flows and combined statements of changes in owner’s net investment (1) as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 20042008, historical unaudited pro forma statement reported on by PricewaterhouseCoopers LLP, independent public accountants, and (2) as of operations and for the 3-month period fiscal quarter and the portion of the fiscal year ended March 31September 30, 2005 and historical unaudited pro forma balance sheet at March 312009, 2005certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Parent and its Consolidated Subsidiaries consolidated subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (b) Since December 31, 2008, (i) There there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect and (ii) the material business of the Parent, the Borrower and its Restricted the Subsidiaries has been conducted only in the ordinary course course, in all material respects, consistent with past business practices. (c) Neither the Parent, the Borrower nor any Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentscommitments that are, except as referred to or reflected or provided for in the Financial Statementsaggregate, material to the balance sheet and statements of income, stockholders equity and cash flows of the Parent, the Borrower and the Subsidiaries on a consolidated basis and are not reflected on such balance sheets and statements of income, stockholders equity and cash flows or otherwise permitted under Section 9.02.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders (x) the following financial consolidated balance sheet and statements contained in of income, stockholders equity and cash flows of the Offering Memorandum: Company and its Subsidiaries (i) its audited combined balance sheet, combined statements of operations, combined statements of cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 20042014, historical unaudited pro forma statement reported on by Deloitte & Touche LLP, independent public accountants, and (ii) as of operations and for the 3-month period fiscal quarter and the portion of the fiscal year ended March September 30, 2015, certified by its chief financial officer, and (y) the consolidated balance sheet and statements of income, stockholders equity and cash flows of Gramercy and its Subsidiaries (i) as of and for the fiscal year ended December 31, 2005 2014, reported on by Ernst & Young LLP, independent public accountants, and historical unaudited pro forma balance sheet at March 31(ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 20052015, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position condition and results of operations and cash flows of the Borrower Company and its Consolidated consolidated Subsidiaries or Gramercy and its consolidated Subsidiaries, as applicable, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (x)(ii) and clause (y)(ii) above. The Company has heretofore furnished to the Lenders the unaudited quarterly pro forma condensed consolidated balance sheet of the Company and its Subsidiaries as at June 30, 2015 (including the notes thereto) and the unaudited pro forma condensed consolidated statements of operations for the six-month period then ended and the year ended December 31, 2014 (including the notes thereto). Such unaudited pro forma condensed financial statementsstatements present a good faith estimate of the pro forma consolidated financial position of the Company and its Subsidiaries as of such date, in each case after giving effect to the consummation of the Merger and the payment of fees and expenses related to the Merger. (ib) There has been Since December 31, 2014, no event, development or circumstance that has had occurred which has had, or would reasonably be expected to have, a Material Adverse Effect and (ii) the material business of the Borrower and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practicesEffect. (c) Neither the Borrower nor any Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements.

Financial Condition; No Material Adverse Change. (a) The Borrower Each of the Borrowers has heretofore furnished to the Lenders the following financial statements contained in the Offering Memorandum: (i) its audited combined consolidated balance sheet, combined sheet and statements of operationsincome, combined statements of stockholders equity and cash flows (x) as of and combined statements of changes in owner’s net investment for the seven month transition period ended December 31, 2004, reported on by Murrell, Hall, McIntosh & Co. PLLP, independent registered public accounting firm, ▇▇▇ (▇) as of and for the fiscal years ended December 31, 2003 quarter and December 31, 2004 for the domestic Oil and Gas Properties portion of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 2004, historical unaudited pro forma statement of operations for the 3-month period ended March 31, 2005 and historical unaudited pro forma balance sheet at March 31June 30, 2005, reviewed by Murrell, Hall, McIntosh & Co PLLP. Such financial statements present fairly, in all material a▇▇ ▇▇▇▇▇ial respects, the financial position and results of operations and cash flows of the such Borrower and its Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. The Company has heretofore furnished to the Lenders the unaudited, pro forma consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the six-month period ended June 30, 2005 adjusted to give effect to this Agreement, and the other transactions contemplated by Section 6.01(h), certified by its chief financial officer as presenting fairly, in all material respects, the consolidated pro forma financial position and results of operations and cash flows of the Company and its Consolidated Subsidiaries as of such date and for such period in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (b) Since December 31, 2004, (i) There there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect and (ii) the material business of the Borrower Borrowers and its Restricted their respective Subsidiaries has been conducted only in the ordinary course consistent with past business practices, in each case, except as disclosed in the filings made with the SEC as of October 31, 2005 by the Company. (c) Neither of the Borrower Borrowers nor any Restricted Subsidiary of their respective Subsidiaries has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as commitments (other than the Gas Balancing Obligations and the Swap Agreements listed on Schedule 7.21) which are not referred to or reflected or provided for in the Financial Statements.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders Holdings’ consolidated balance sheets and the following financial statements contained in the Offering Memorandum: (i) its audited combined balance sheet, combined related consolidated statements of operations, combined statements of shareholder’s equity and cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 31, 2003 2012 and December 31, 2004 2011, audited and reported on by Deloitte & Touche LLP, independent public accountants (without a “going concern” or like qualification, exception or statement and without any qualification or exception as to the scope of such audit other than with respect to the Company’s internal controls over financial reporting for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 2004, historical unaudited pro forma statement of operations for the 3-month period ended March 31, 2005 and historical unaudited pro forma balance sheet at March 31, 2005which an opinion as to effectiveness is not required). Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings, the Borrower Borrowers and its Consolidated the Subsidiaries on a consolidated basis as of such dates and for such periods in accordance with GAAPGAAP consistently applied. (b) The Company has heretofore furnished to the Lenders Holdings’ pro forma consolidated balance sheet and related pro forma consolidated statement of operations as of and for the fiscal year ended December 31, subject 2012, prepared giving effect to year-end audit adjustments and the absence of footnotes Transactions as if the Transactions had occurred, in the case of such balance sheet, on such date and, in the unaudited quarterly financial statements. (i) There has been no eventcase of such statement of operations, development or circumstance that has had a Material Adverse Effect and (ii) on the material business first day of the Borrower and its Restricted Subsidiaries has 12-month period ending on such date. Such pro forma financial statements have been conducted prepared by the Company in good faith based on the same assumptions used to prepare the pro forma financial statements included in the ordinary course consistent with past business practicesInformation Memorandum (which assumptions are believed by Holdings and the Company on the date hereof to be reasonable). (c) Neither the Borrower nor any Restricted Subsidiary No event, change or condition has on the date hereof any material Debt (including Disqualified Capital Stock) occurred that has had, or any contingent liabilitiescould reasonably be expected to have, off-balance sheet liabilities a Material Adverse Effect, whether or partnershipsnot covered by insurance, liabilities for taxessince December 31, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements2012.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished delivered to the Lenders the following financial statements contained in the Offering Memorandum: statements: (i) its the audited combined consolidated balance sheet, combined sheet and statements of operationsearnings (loss), combined statements of stockholders' deficit and cash flows of the Borrower and combined statements its Subsidiaries (and, separately stated, of changes in owner’s net investment the Borrower and its Restricted Subsidiaries) as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 20042001, historical reported on by KPMG Peat Marwick LLP, independent public accountants; and (ii) the unaudited pro forma statement consolidated balance sheet and statements of operations earnings (loss), stockholders' deficit and cash flows of the Borrower and its Subsidiaries (and, separately stated, of the Borrower and its Restricted Subsidiaries) as of and for the 3three-month period ended March 31September 30, 2005 and historical unaudited pro forma balance sheet at March 312002, 2005certified by a Financial Officer of the Borrower. Such financial statements present fairly, in all material respects, the respective consolidated actual financial position condition of the respective entities as at said respective dates and the consolidated and unconsolidated results of their operations and cash flows of for the Borrower and its Consolidated Subsidiaries as of such dates and for such fiscal periods ended on said respective dates, all in accordance with GAAPgenerally accepted accounting principles and practices applied on a consistent basis, subject subject, in the case of unaudited financial statements, to the absence of footnotes and year-end audit adjustments and the absence of footnotes adjustments. Except as disclosed in the case of the unaudited quarterly said financial statements. (i) There has been no event, development or circumstance that has had a Material Adverse Effect and (ii) the material business none of the Borrower and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any Restricted Subsidiary said entities has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments. Since December 31, except as referred to or reflected or provided for 2001, there has been no material adverse change in the Financial Statementsbusiness, assets, operations, prospects or condition, financial or otherwise, of the Borrower and its Restricted Subsidiaries taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower Pro Forma Information (including the notes thereto), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) consummation of the Transactions, (ii) the Loans and other extensions of credit hereunder to be made on the Effective Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Information has been prepared based on good faith estimates and assumptions believed to be reasonable at the time made, it being recognized by the Lenders that such information as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ materially from the projected results. (b) The Parent has heretofore furnished to the Lenders the following financial statements contained in the Offering Memorandum: (i) its audited combined balance sheetsheets of Progress Rail and Progress Metal and their Subsidiaries as of each of November 30, 2002, 2003 and 2004 and the notes thereto and the related combined statements of operations, combined statements of shareholders’ equity and cash flows of Progress Rail and combined statements of changes in owner’s net investment as of Progress Metal and their Subsidiaries for the fiscal years then ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement combined balance sheets of operations for the fiscal year ended December Progress Rail and Progress Metal and their Subsidiaries as of each of February 29, 2004, May 31, 2004, historical unaudited pro forma statement August 31, 2004 and November 20, 2004 and the related combined statements of operations operations, shareholders’ equity and cash flows of Progress Rail and Progress Metal and their Subsidiaries for the 3-month period ended March 31, 2005 and historical unaudited pro forma balance sheet at March 31, 2005periods then ended. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Progress Rail and its Consolidated Progress Metal and their Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (i) There has been no event, development or circumstance that has had a Material Adverse Effect and statements referred to in clause (ii) the material business of the Borrower and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practicesabove. (c) Neither the Borrower nor any Restricted Subsidiary Since November 30, 2004, there has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for been no change in the Financial Statementsbusiness, assets, operations or condition, financial or otherwise, of Progress Rail and the Loan Parties, taken as a whole, which could reasonably be expected to have a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the following financial statements contained in the Offering Memorandum: (i) its audited combined the consolidated balance sheet, combined sheet and statements of operations, combined statements of changes in shareholders’ equity and cash flows and combined statements of changes in owner’s net investment the Borrower as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 20042003, historical unaudited pro forma statement reported on by PriceWaterhouseCoopers LLP, (ii) the consolidated balance sheet and statements of operations operations, changes in shareholders’ equity and cash flows of the Borrower as of and for the 3-month period fiscal quarter ended March 31, 2005 and historical unaudited pro forma 2004, certified by the chief financial officer of the Borrower, (iii) the consolidating balance sheet at and statements of operations, changes in shareholders’ equity and cash flows of each of the Borrower and its Subsidiaries as of and for the fiscal year ended December 31, 2003 and the fiscal quarter ended March 31, 20052004, in each case certified by the chief financial officer of the Borrower, (iv) the consolidated balance sheet and statements of operations, changes in shareholders’ equity and cash flows of Pre-Merger FBR as of and for the fiscal year ended December 31, 2002, reported on by PriceWaterhouseCoopers LLP and (v) the consolidated balance sheet and statements of operations, changes in shareholders’ equity and cash flows of FBR Asset as of and for the fiscal year ended December 31, 2002, reported on by KPMG LLP. Such financial statements as at December 31, 2003 and March 31, 2004 present fairlyfairly (in the case of said consolidated statements), in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Borrower and its Consolidated consolidated Subsidiaries and (in the case of said consolidating financial statements) the respective unconsolidated financial position of each of the Borrower and its Subsidiaries and the unconsolidated results of their respective operations, as of such dates and for such periods in accordance with GAAP, subject (in the case of each financial statement as at March 31, 2004 and each consolidating financial statement referred to above) to year-end audit adjustments and the absence of footnotes footnotes. Except as referred to or reflected or provided in such balance sheets (or the related footnotes) as at December 31, 2003, in the case of Borrower’s report on Form 10-K for the unaudited quarterly financial statements. (i) There has been no eventfiscal year ended December 31, development 2003 or circumstance that has had a Material Adverse Effect and (ii) the material business of the Borrower and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practices. (c) Neither Borrower’s report on Form 10-Q for the fiscal quarter ended March 31, 2004, none of the Borrower nor any Restricted Subsidiary of its Subsidiaries has on the date hereof Effective Date any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentscommitments that are required to be disclosed by GAAP or in such reports on Form 10-K or 10-Q. (b) Since December 31, except as referred to or reflected or provided for 2003, there has been no material adverse change in the Financial Statementsbusiness, assets, operations, prospects or condition, financial or otherwise, of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the following financial statements contained in the Offering Memorandum: Credit Parties (i) its audited the combined Form 10-K for the fiscal year ended December 31, 1998 of CMP Group and the Borrower as filed with the SEC, containing the consolidated balance sheet, combined statements sheet of operations, combined statements of cash flows the Borrower and combined statements of changes in owner’s net investment the consolidated Subsidiaries as of and for the fiscal years ended December 31, 2003 1998 and December 31, 2004 1997, the related consolidated statement of earnings, capitalization and interim financing, changes in stockholders' equity and cash flows as of and for the domestic Oil fiscal years ended December 31, 1998, December 31, 1997 and Gas Properties of Calpine and its Affiliates December 31, 1996, reported on by PriceWaterhouseCoopers LLP independent public accountants, and (ii) its historical unaudited pro forma statement the combined Form 10-Q of operations CMP Group and the Borrower as filed with the SEC, for the fiscal year quarter ended December 31September 30, 20041999, historical unaudited pro forma statement containing the consolidated balance sheet of operations the Borrower and the consolidated Subsidiaries and statements of earnings, stockholders' equity and liabilities and cash flows as of and for such fiscal quarter and for the 3-month period ended March 31portion of the fiscal year then, 2005 and historical unaudited pro forma balance sheet at March 31, 2005certified by its chief financial officer. Such The consolidated financial statements referred to in clauses (i) and (ii) above present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its Consolidated the Subsidiaries as of such dates and for such the indicated periods in accordance with GAAPGAAP and are consistent with the books and records of the Borrower (which books and records are correct and complete), subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statementsstatements referred to in clause (ii) above. (ib) There Except as disclosed in the Pre-Closing 1934 Act Reports, since December 31, 1998, there has been no eventmaterial adverse change in the financial condition, development operations or circumstance that has had a Material Adverse Effect and (ii) the material business properties of the Borrower and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practices. (con an individual basis) Neither or the Borrower nor any Restricted Subsidiary has on and the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilitiesSubsidiaries, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except taken as referred to or reflected or provided for in the Financial Statementsa whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has Symmetry and the Borrowers have heretofore furnished to the Lenders the following financial statements contained in the Offering Memorandum: (i) its audited combined consolidated balance sheetsheets, combined consolidated statements of operationsoperations and comprehensive income, combined consolidated statement of stockholders’ equity and consolidated statements of cash flows of Novamerican and combined statements of changes in owner’s net investment its consolidated subsidiaries (i) as of and for the fiscal years year ended December 31November 25, 2003 and December 312006, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates reported on by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent registered public accountants, and (ii) its historical unaudited pro forma statement as of operations and for the fiscal quarter and the portion of the fiscal year ended December 31August 25, 20042007, historical unaudited pro forma statement of operations for the 3-month period ended March 31, 2005 and historical unaudited pro forma balance sheet at March 31, 2005certified by Novamerican’s chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Novamerican and its Consolidated Subsidiaries consolidated subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statementsstatements referred to in clause (ii) above. (b) Symmetry has heretofore furnished to the Lenders its pro forma (i) There has been no eventcondensed consolidated balance sheet as of September 30, development or circumstance that has 2007, prepared giving effect to the Transactions as if the Transactions had a Material Adverse Effect occurred on such date, and (ii) condensed consolidated statements of operations for the nine and twelve months ended September 30, 2007 and for the year ended December 31, 2006, prepared giving effect to the Transactions as if the Transactions had occurred on January 1, 2006. Each of such pro forma consolidated balance sheet and such pro forma consolidated statements of operations (i) has been prepared in good faith based on the same assumptions used to prepare the pro forma consolidated financial statements included in the Information Memorandum (which assumptions are believed by Symmetry and the Borrowers on the date hereof to be reasonable), (ii) is based on the best information reasonably available to Symmetry and the Borrowers on the date hereof after due inquiry, (iii) accurately reflects in all material business respects all adjustments necessary to give effect to the Transactions and (iv) presents fairly, in all material respects, the pro forma financial position of Symmetry and its consolidated Subsidiaries as of September 30, 2007, and the pro forma results of operations of Symmetry for the period referred above, as if the Transactions had occurred as of the Borrower and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practicesdates referred to above. (c) Neither Except as disclosed in the Borrower nor any Restricted Subsidiary has on financial statements referred to above or the date hereof notes thereto or in the Information Memorandum, after giving effect to the Transactions, none of Symmetry, the Borrowers or the other Subsidiaries has, as of the Effective Date, any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentslosses. (d) Since November 25, except as referred to or reflected or provided for 2006, there has been (i) no material adverse change in the Financial Statementsbusiness, assets, operations, prospects or condition, financial or otherwise, of Symmetry, the Borrowers and the other Subsidiaries, taken as a whole, and (ii) no “Material Adverse Change” as such term is defined in the Arrangement Agreement in respect of Novamerican and its subsidiaries.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders a consolidated balance sheet and statements of income, stockholders equity and cash flows for the following financial statements contained in the Offering Memorandum: Company and its Subsidiaries (i) its audited combined balance sheet, combined statements of operations, combined statements of cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 20042005, historical unaudited pro forma statement reported on by KPMG LLP, independent public accountants, and (ii) as of operations and for the 3-month period fiscal quarter and the portion of the fiscal year ended March 31June 30, 2005 and historical unaudited pro forma balance sheet at March 312006, 2005certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Company and its Consolidated consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statementsstatements referred to in clause (ii) above. (ib) There Since December 31, 2005, there has been no material adverse change in the business, assets, property or financial condition of the Company and its Subsidiaries, taken as a whole. (c) The Company has heretofore furnished to the Lenders a consolidated balance sheet and statements of income, stockholders equity and cash flows for Spectrum and its Subsidiaries (i) as of and for the fiscal year ended December 31, 2005, reported on by KPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2006. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Spectrum and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (d) As of the Effective Date, since March 31, 2005, there has not occurred any event, development change or circumstance that has had or would reasonably be expected to have a Spectrum Material Adverse Effect Effect. (e) The Company has heretofore furnished to the Lenders a pro forma capitalization table as of June 30, 2006, giving effect to the Spectrum Acquisition as if consummated on such date, along with pro forma Consolidated EBITDA for the twelve-month period ended June 30, 2006, giving credit to the consolidated EBITDA of Spectrum for such period. Such pro forma financial data were prepared in good faith based upon estimates and assumptions the Company believes to be reasonable as of the Effective Date. (f) The Company has heretofore furnished to the Lenders forecasted consolidated balance sheets and statements of income, stockholders equity and cash flows for the five-year period beginning on January 1, 2006, in each case prepared on a basis consistent with the financial statements described in Section 3.04(a) and the estimates and assumptions stated therein, all of which the Company believes to be reasonable and, as of the Effective Date, reflect the Company’s good faith and reasonable estimates of the future financial performance of the Company and its Subsidiaries for such period; provided that (i) such forecasts are subject to significant uncertainties and contingencies, which may be beyond the Company’s and its Subsidiaries’ control, (ii) no assurances are given that the material business of results forecasted in any such projections will be realized and (iii) the Borrower actual results may differ from the forecasted results set forth in such projections and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practicessuch differences may be material. (c) Neither the Borrower nor any Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements.

Financial Condition; No Material Adverse Change. (a) The Parent Borrower has heretofore furnished to the Lenders the following financial its consolidated balance sheet and consolidated statements contained in the Offering Memorandum: of income, stockholders equity and cash flows (i) its audited combined balance sheet, combined statements of operations, combined statements of cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 31, 2003 2001, December 31, 2002 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates 2003, reported on by PricewaterhouseCoopers LLP, independent public accountants and (ii) its historical unaudited pro forma statement as of operations and for the fiscal quarters and the portion of the fiscal year ended December March 31, 2004, historical unaudited pro forma statement of operations June 30, 2004 and September 30, 2004 (and for the 3-month period ended March 31comparable periods for the prior fiscal year), 2005 and historical unaudited pro forma balance sheet at March 31, 2005certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Parent Borrower and its Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. The Parent Borrower has heretofore furnished to the Lenders unaudited quarterly statements of income for the Acquired Business for the nine-month period ended September 30, 2004 and the fiscal year ended December 31, 2003. Such financial statements. statements (i) There has except as specifically noted therein, have been no event, development or circumstance that has had a Material Adverse Effect prepared in accordance with GAAP applied consistently with the Company's past practices and (ii) are complete and correct in all material respects, except as specifically noted therein, and present fairly in all material respects the material business results of operations of the Acquired Business as of such dates and for such periods covered thereby. (b) The Parent Borrower has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of September 30, 2004, prepared giving effect to the Transactions as if the Transactions had occurred on such date. Such pro forma consolidated balance sheet (i) has been prepared in good faith based on the same assumptions used to prepare the pro forma financial statements included in the Information Memorandum (which assumptions are believed by the Parent Borrower to be reasonable), (ii) is based on the best information available to the Parent Borrower after due inquiry, (iii) accurately reflects all material adjustments necessary to give effect to the Transactions and (iv) presents fairly, in all material respects, the pro forma financial position of the Parent Borrower and its Restricted the Subsidiaries has been conducted in as of September 30, 2004, as if the ordinary course consistent with past business practicesTransactions had occurred on such date. (c) Neither Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum and except for the Disclosed Matters, after giving effect to the Transactions, none of the Parent Borrower nor any Restricted Subsidiary has on or the date hereof Subsidiaries has, as of the Effective Date, any material Debt (including Disqualified Capital Stock) direct or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized losses. (d) No event, change or anticipated losses from any unfavorable commitmentscondition has occurred that has had, except or could reasonably be expected to have, a materially adverse effect on the business, operations, properties, assets, condition (financial or otherwise), liabilities or prospects of the Parent Borrower and the Subsidiaries (after giving effect to the Acquisition), taken as referred to a whole, whether or reflected or provided for in the Financial Statementsnot covered by insurance, since December 31, 2003.

Financial Condition; No Material Adverse Change. (a) The Borrower HF Foods has heretofore furnished to the Lenders the following financial consolidated balance sheet and statements contained in the Offering Memorandum: of income, stockholders equity and cash flows of HF Foods and its consolidated Subsidiaries (i) its audited combined balance sheet, combined statements of operations, combined statements of cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 20042020, historical unaudited pro forma statement reported on by ▇▇▇▇▇▇▇▇ LLP, and (ii) as of operations and for the 3-month period portion of the fiscal year ended March January 31, 2005 and historical unaudited pro forma balance sheet at March 312022, 2005certified by its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower HF Foods and its Consolidated consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments (all of which, when taken as a whole, would not be materially adverse) and the absence of footnotes in the case of the unaudited quarterly financial statementsstatements referred to in clause (ii) above. (ib) There has been no event, development or circumstance that has had a Material Adverse Effect and (ii) the material business of the Borrower and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practices[Reserved]. (c) Neither B&R Realty has heretofore furnished to the Borrower nor any Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-Administrative Agent its consolidated and consolidating balance sheet liabilities and statements of income, members' equity and cash flows (i) as of and for the fiscal year ended December 31, 2020, certified by its Financial Officer and (ii) as of and for the one fiscal month period ended January 31, 2022, certified by its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of B&R Realty and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to the absence of footnotes. (d) No event, change or partnershipscondition has occurred that has had, liabilities for taxesor could reasonably be expected to have, unusual forward a Material Adverse Effect on (i) HF Foods and its Subsidiaries since December 31, 2020 or long-term commitments or unrealized or anticipated losses from any unfavorable commitments(ii) B&R Realty and its Subsidiaries, except as referred to or reflected or provided for in the Financial Statementssince December 31, 2020.

Financial Condition; No Material Adverse Change. (a) The Borrower has Borrowers have heretofore furnished to the Lenders the following financial statements contained in the Offering Memorandum: (i) its audited combined consolidated balance sheetsheet and statement of income, combined statements of operations, combined statements of stockholders equity and cash flows of Alta Enterprises and combined statements of changes its Subsidiaries (as described in owner’s net investment such audit) as of and for the fiscal years Fiscal Year ended December 31, 2003 2020, audited by UHY LLP, independent public accountants, and December the consolidated balance sheet and statement of income, stockholders equity and cash flows of Alta Enterprises and its Subsidiaries as of January 31. 2021 prepared by a Financial Officer (collectively, 2004 the "Historical Financial Statements"). Such financial statements for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year Fiscal Year ended December 31, 2004, historical unaudited pro forma statement of operations for the 3-month period ended March 31, 2005 and historical unaudited pro forma balance sheet at March 31, 2005. Such financial statements 2020 present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Borrower Alta Enterprises and its Consolidated Subsidiaries as of such date and for such periods in accordance with GAAP, and such financial statements as of January 31. 2021 present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of Alta Enterprises and its Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (ib) There has been no eventThe pro forma financial statements and projections delivered to the Administrative Agent prior to the Effective Date for the Fiscal Years ending December 31, development or circumstance that has had a Material Adverse Effect 2020 through and including December 31, 2022 of Alta Group (iithe “Projections”) fairly present in all material respects the material business pro forma consolidated financial condition of the Borrower Alta Group and its Restricted Subsidiaries has been conducted after giving effect to the Transactions in accordance with GAAP, and contain reasonable assumptions and give appropriate effect to those assumptions, and are based on estimates and assumptions considered reasonable by Alta Group and the ordinary course best information available to Alta Group at the time made, and use information consistent with past business practicesthe plans of Alta Group, it being recognized by the Administrative Agent and the 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 projections probably will differ from the projected results and that such differences may be material. (c) Neither the Borrower nor any Restricted Subsidiary Since December 31, 2020 there has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementsbeen no Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the following financial statements contained in the Offering Memorandum: (i) its audited combined consolidated balance sheet, combined sheet and statements of operationsincome, combined statements of equity and cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 20042009, historical unaudited pro forma statement reported on by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLC, independent public accountants and as of operations and for the 3-month period fiscal quarter and the portion of the fiscal year ended March 31, 2005 and historical unaudited pro forma balance sheet at March 312010, 2005certified by its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (b) Since December 31, 2009, (i) There there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect and (ii) the material business of the Borrower and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicespractices in all material respects. (c) Neither As of the date hereof, the Borrower nor any Restricted Subsidiary has on the date hereof any and its Subsidiaries have no material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements, and except those that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Borrower or its Subsidiaries.

Financial Condition; No Material Adverse Change. (a) The Borrower Hechinger has heretofore furnished to the Lenders the following financial its consolidated balance sheet and statements contained in the Offering Memorandum: of income, stockholders' equity and cash flows (i) its audited combined balance sheetas of and for each of the fiscal years in the three year period ended February 1, combined statements of operations1997, combined statements of cash flows reported on by Ernst & Young LLP, independent public accountants, and combined statements of changes in owner’s net investment (ii) as of and for the two fiscal years ended December 31, 2003 quarters and December 31, 2004 for the domestic Oil and Gas Properties portion of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31August 2, 20041997, historical unaudited pro forma statement of operations for the 3-month period ended March 31, 2005 and historical unaudited pro forma balance sheet at March 31, 2005certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Hechinger and its Consolidated Subsidiaries consolidated subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statementsstatements referred to in clause (ii) above. (ib) There Holdings has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders' equity and cash flows as of and for each of the fiscal years in the three year period ended October 3, 1998, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of 45 40 Holdings and its consolidated subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes. (c) Except as disclosed in Schedule 3.04(c) or in the December 1998 Bank Presentation, since February 1, 1997, there has been no eventmaterial adverse change in the business, development assets, operations, material agreements, prospects or circumstance that condition, financial or otherwise, of Hechinger and the Hechinger Entities, taken as a whole. (d) The Borrower has had a Material Adverse Effect heretofore furnished to the Lenders Builders Square's unaudited balance sheet and statements of income, stockholders' equity and cash flows (i) as of and for each of the fiscal years in the three year period ended January 26, 1997, and (ii) as of and for the two fiscal quarters and the portion of the fiscal year ended July 26, 1997. Such financial statements present fairly, in all material business respects, the financial position and results of operations and cash flows of Builders Square as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments. (e) Each of Holdings and the Borrower has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of the Effective Date, prepared giving effect to the Additional Financing Transactions as if the Additional Financing Transactions had occurred on such date. Each such pro forma consolidated balance sheet (i) was prepared in good faith based on assumptions that were, at the time of preparation of such pro forma financial statements, and are, as of the date hereof, believed by Holdings and the Borrower to be reasonable), (ii) was based on the best information available to Holdings and the Borrower after due inquiry at the date thereof, (iii) accurately reflects all adjustments necessary to give effect to the Additional Financing Transactions and (iv) presents fairly, in all material respects, the pro forma financial position of each of Holdings and its consolidated subsidiaries and of the Borrower and its Restricted Subsidiaries has been conducted in consolidated subsidiaries as of the ordinary course consistent with past business practicesEffective Date, as if the Additional Financing Transactions had occurred on such date. (cf) Neither Except as disclosed in Schedule 3.04(f) or in the Borrower nor any Restricted Subsidiary December 1998 Bank Presentation, since January 26, 1997, there has on been no material adverse change in the date hereof business, assets, operations, material agreements, prospects or condition, financial or otherwise, of Builders Square. (g) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum or the December 1998 Bank Presentation and except for the Disclosed Matters, after giving effect to the Transactions, no member of the Holdings Group has, as of the Effective Date, any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except losses. (h) Except as referred to or reflected or provided for disclosed in the Financial StatementsDecember 1998 Bank Presentation, since October 3, 1998, there has been no material adverse change in the business, assets, operations, material agreements, prospects or condition, financial or otherwise, of the Holdings Group, taken as a whole, or of the Borrower and the Borrower Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the following financial statements contained in the Offering Memorandum: (i) its annual audited combined balance sheet, combined financial statements of operations, combined statements of cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 20041996, historical unaudited pro forma statement of operations for reported on by Coopers & Lybrand LLP, independent public accountants, and (ii) quarterly financial stateme▇▇▇ ▇▇▇ the 3-month period quarter ended March 31June 30, 2005 and historical unaudited pro forma balance sheet at March 311997, 2005certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statementsstatements referred to in clause (ii) above. (ib) There Since June 30, 1997, there has been no eventchange, development event or circumstance that which has had or is reasonably likely to have a Material Adverse Effect and (ii) the material business of the Borrower and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practicesEffect. (c) Neither the Borrower nor any Restricted Subsidiary of its Subsidiaries has on the date hereof any material Debt (including Disqualified Capital Stock) Contingent Obligation or liability for any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments leases or unrealized commit- ments, not reflected in its audited financial statements delivered to the Administrative Agent on or anticipated losses from any unfavorable commitmentsprior to the Effective Date or otherwise disclosed to the Administrative Agent and the Lenders in writing, except which will have or is reasonably likely to have a Material Adverse Effect. (d) Schedule 3.04 sets forth, as referred to or reflected or provided for of the date hereof, all Indebtedness of the Borrower and its Subsidiaries and there are no defaults in the Financial Statementspayment of principal or interest on any such Indebtedness and no payments thereunder have been deferred or extended beyond their stated maturity.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the following financial statements contained in the Offering Memorandum: (i) its audited the combined carve-out financial statements for those businesses of the Borrower carved-out of ED&F Man and transferred to ▇▇▇▇▇▇▇ WSC Acquisition Corp., including the balance sheet, combined sheet and statements of operations, combined statements of stockholders' equity and cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years year ended October 31, 2008, reported on by Ernst & Young LLP, London, England, independent public accounts, (ii) the audited financial statements of ▇▇▇▇▇▇▇ WSC Acquisition Corp. as of December 31, 2003 2008, reported on by ▇▇▇▇▇▇▇▇▇, Kass & Company, P.C., (iii) the unaudited financial statements of ▇▇▇▇▇▇▇ WSC Acquisition Corp. as of September 30, 2008, including its consolidated balance sheet and December 31statements of operations, 2004 stockholders' equity and cash flows as of and for the domestic Oil fiscal quarter and Gas Properties the portion of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31September 30, 20042008, historical unaudited certified by its chief financial officer, (iv) its consolidated balance sheet and statements of operations, stockholders' equity and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2009, certified by its chief financial officer and (v) its pro forma statement consolidated statements of operations and cash flows for the 3-month period fiscal quarter and the portion of the fiscal year ended March 31June 30, 2005 and historical unaudited pro forma balance sheet at March 312009 as if the Acquisition had occurred as of January 1, 20052009, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and Borrower, its Consolidated Subsidiaries and of ▇▇▇▇▇▇▇ WSC Acquisition Corp. as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (i) There , or in the case of the pro forma financial information, the pro forma financial position and results of operations as of the dates set forth therein. Since the Effective Date, there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect and (ii) the material business of the Borrower and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practices. (c) Effect. Neither the Borrower nor any Restricted Subsidiary has has, on the date hereof after giving effect to the Transactions, any material Debt Material Indebtedness (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the following financial its annual report on Form 10-K, which contains Borrower’s consolidated balance sheet and statements contained in the Offering Memorandum: of income, stockholders equity and cash flows (i) its audited combined balance sheet, combined statements of operations, combined statements of cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 20042009, historical unaudited pro forma statement reported on by Ernst & Young LLP, independent public accountants, (ii) its quarterly report on Form 10-Q which contains Borrower’s financial statements as of operations and for the 3-month period fiscal quarter ended March 31, 2005 2010, certified by its chief financial officer, and historical unaudited pro forma balance sheet at March 31, 2005(iii) available financial information for the April and May 2010 fiscal months. Such 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 dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statementsstatements referred to in clauses (ii) and (iii) above. (ib) There has been no No event, development change or circumstance condition has occurred that has had had, or could reasonably be expected to have, a Material Adverse Effect and (ii) the material business of the Borrower and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practicesEffect, since December 31, 2009. (c) Neither Borrower has heretofore delivered to the Borrower nor any Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-Lenders Borrower’s unaudited pro forma consolidated balance sheet liabilities or partnershipsand statements of income and cash flows and pro forma EBITDA, liabilities for taxesthe fiscal year ended December 31, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments2009, except and as referred of and for the four quarter period ended March 31, 2010, in each case after giving effect to or reflected or provided for the Transactions as if they had occurred on such date in the Financial Statementscase of the balance sheet and as of the beginning of all periods presented in the case of the statements of income and cash flows. (d) On or prior to the Closing Date, Borrower has delivered to the Administrative Agent forecasts for the financial performance of Borrower and its Subsidiaries (x) on an annual basis through December 31, 2014 and (y) on a quarterly basis, through December 31, 2012. The forecasts of financial performance of Borrower and its subsidiaries furnished to the Lenders have been prepared in good faith by Borrower and based on assumptions believed by Borrower to reasonable when made, it being understood by the Lenders however that forecasts as to future events are not historical facts and that the actual results during the period or periods covered by the forecasts may differ from the forecasted results and that the differences may be material.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the following financial its consolidated balance sheet and statements contained in the Offering Memorandum: of income, stockholders' equity and cash flows (i) its audited combined balance sheet, combined statements of operations, combined statements of cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 31, 2003 1999 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates 2000, audited by KPMG LLP, independent public accountants and (ii) its historical unaudited pro forma statement as of operations and for the fiscal quarter and portion of the fiscal year ended December 31, 2004, historical unaudited pro forma statement of operations for the 3-month period ended March 31, 2005 and historical unaudited pro forma balance sheet at March 312001, 2005certified by its chief financial officer. Such 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 dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statementsstatements referred to in clause (ii) above. (ib) There Since December 31, 2000, there has been no eventmaterial adverse change in the business, development assets, operations or circumstance that has had a Material Adverse Effect and (ii) the material business condition, financial or otherwise, of the Borrower and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practicesSubsidiaries, taken as a whole. (c) Neither StarGuide has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders' equity and cash flows (i) as of and for the fiscal years ended December 31, 1999 and December 31, 2000, audited by KPMG LLP, independent public accountants and (ii) as of and for the fiscal quarter ended March 31, 2001, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of StarGuide and its consolidated subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (d) Since December 31, 2000, there has been no material adverse change in the business, assets, operations or condition, financial or otherwise, of StarGuide and its subsidiaries, taken as a whole. (e) Except as disclosed in the financial statements referred to above or the notes thereto and except for Disclosed Matters, after giving effect to the Transactions, none of the Borrower nor any Restricted Subsidiary has on or its Subsidiaries has, as of the date hereof Effective Date, any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-long term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementslosses.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i)(A) the following financial statements contained in Borrower's consolidated balance sheets as of July 31, 2003, July 31, 2002 and July 31, 2001 and the Offering Memorandum: (i) its audited combined balance sheet, combined statements of operations, combined shareholders' equity and cash flows for the fiscal years ended July 31, 2003 and July 31, 2002 and for the period from March 29, 2001 to July 31, 2001, and the related notes thereto, accompanied by a true and correct copy of the reports thereon by PricewaterhouseCoopers LLP, independent public accountants, and (B) audited consolidated statements of operations, changes in investment (deficit) in net assets, and cash flows of the Frozen Foods and combined statements Condiments Businesses of changes in owner’s net investment Vlasic Foods International Inc. (the Borrower's predecessor) for the forty-two weeks ended May 22, 2001, and the related notes thereto, accompanied by a true and correct copy of the report thereon by PricewaterhouseCoopers LLP, independent public accountants, and (ii) PFC's unaudited consolidated balance sheet, together with related interim unaudited consolidated statement of operations and cash flows as of and for the fiscal years months and the portions of the fiscal year ended December August 31, 2003 and December 31September 30, 2004 for 2003, certified by the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 2004, historical unaudited pro forma statement of operations for the 3-month period ended March 31, 2005 and historical unaudited pro forma balance sheet at March 31, 2005Borrower's chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and the Subsidiaries (or PFC and its Consolidated Subsidiaries subsidiaries, as the case may be), on a consolidated basis, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statementsstatements referred to in clause (ii) above. (b) Holdings has heretofore furnished to the Lenders its (i) There has been no eventpro forma consolidated balance sheet as of July 31, development or circumstance that has 2003, prepared giving effect to the Transactions as if the Transactions had a Material Adverse Effect occurred on such date and (ii) pro forma consolidated balance sheet as of July 31, 2003, prepared giving effect to the Transactions and the Aurora Acquisition as if the Transactions and the Aurora Acquisition had occurred on such date. Each such pro forma consolidated balance sheet (i) has been prepared in good faith based on the same assumptions used to prepare the pro forma financial statements included in the Information Memorandum (which assumptions are believed by Holdings and the Borrower to be reasonable), (ii) is based on the best information available to Holdings and the Borrower after due inquiry, (iii) accurately reflects all material business adjustments necessary to give effect to the Transactions or the Transactions occurring on or about the Effective Date and the Aurora Acquisition, as applicable, and (iv) presents fairly, in all material respects, the pro forma financial position of Holdings, the Borrower and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practicesSubsidiaries, on a consolidated basis, as of July 31, 2003, as if such events had occurred on such date. (c) Neither Holdings has heretofore furnished to the Agents reasonably detailed consolidated budgets for the Borrower, (i) after giving effect to the Transactions, for the fiscal year ending July 31, 2004 and (ii) after giving effect to the Transactions and the Aurora Acquisition, for the fiscal year ending December 31, 2004, in each case, organized on a quarterly basis (including a quarterly breakout of slotting and trade promotion expenses). (d) Except as disclosed in the financial statements referred to in paragraphs (a) and (b) above or the notes thereto or in the Information Memorandum and except for the Disclosed Matters, after giving effect to the Transactions occurring on or about the Effective Date, none of Holdings, the Borrower nor any Restricted Subsidiary has on or the date hereof Subsidiaries has, as of the Effective Date, any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized losses. (e) Since July 31, 2003, there has been no material adverse effect on the condition (financial or anticipated losses from otherwise), assets, operations or business of Holdings, the Borrower and the Subsidiaries, taken as a whole, provided that, on or after the Aurora Effective Date, neither the commencement of the Case nor any unfavorable commitmentsmaterial adverse change disclosed in Aurora's periodic reports (including current reports on Form 8-K) that are filed prior to the Effective Date with the SEC pursuant to the Securities Exchange Act of 1934 shall constitute by itself such a material adverse change. (f) As of the Aurora Effective Date, except since December 31, 2002, there has been no condition or circumstance that has had, or could reasonably be expected to have, a material adverse effect on the business, operations, performance, properties, condition (financial or otherwise) or liabilities (including contingent liabilities) of or applicable to Aurora and its subsidiaries, taken as referred a whole, provided that neither the commencement of the Case nor any material adverse change disclosed in Aurora's periodic reports (including current reports on Form 8-K) that are filed prior to or reflected or provided the Effective Date with the SEC pursuant to the Securities Exchange Act of 1934 shall constitute by itself such a material adverse change. As of the Aurora Effective Date, the financial statements delivered pursuant Section 4.01(k) and 4.02(o) present fairly, in all material respects, the financial position and results of operations and cash flows of Aurora and its subsidiaries, on a consolidated basis, as of the dates and for the periods referenced in such financial statements in accordance with GAAP, subject to year-end adjustments and absence of footnotes, in the Financial Statementscase of interim financial statements.

Financial Condition; No Material Adverse Change. (ai) The Borrower has heretofore furnished delivered or shall deliver to the Lenders the following financial statements contained in on or prior to the Offering Memorandum: Amendment Effective Date: (iA) its the audited combined consolidated balance sheet, combined statements of operationsearnings, combined statements of stockholders’ equity, statements of cash flows and combined notes to consolidated financial statements of changes in owner’s net investment Holdings and the applicable Credit Parties and Empire Burbank as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 20042011, historical unaudited accompanied by an opinion of Deloitte & Touche independent public accountants; (B) the pro forma statement unaudited consolidated balance sheet as of operations the Amendment Effective Date prepared by the Borrower under the assumption that the 2012 Exchange Transactions have been consummated; and (C) projected statements of cash flow for the 3-month period ended March 31Credit Parties and Empire Burbank for fiscal years 2012 through 2016, 2005 which, for fiscal years 2012 and historical unaudited pro forma balance sheet at March 312013, 2005were prepared on a quarterly basis. Such financial statements (except for any portion thereof which represents a projection or assumption as to future events of the date of such statement, including any financial projections and pro formas) in the Borrower’s opinion present fairly, in all material respects, the respective actual consolidated financial position and results of operations and cash flows of the Borrower and its Consolidated Subsidiaries respective entities as of such respective dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of such unaudited statements. Such pro forma statements were prepared by the unaudited quarterly financial statementsCredit Parties in good faith and incorporate adjustments that were reasonable when made. Such projections were prepared by the Credit Parties in good faith and were based on assumptions that the Credit Parties believed were reasonable when made. (iii) There Since December 31, 2011, there has been no eventchange in the business, development assets, operations or circumstance condition, financial or otherwise, of the Credit Parties and Empire Burbank taken as a whole from that set forth in the December 31, 2011 audited consolidated financial statements referred to in clause (A) of paragraph (c)(i) above that has had a Material Adverse Effect and (ii) the material business of the Borrower and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practicesEffect. (ciii) Neither None of the Borrower nor any Restricted Subsidiary Credit Parties or Empire Burbank has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, long term leases or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentsin each case that are material in relation to the Credit Parties and Empire Burbank taken as a whole, except as referred to or reflected or provided for in the Financial Statementsbalance sheet as at the end of the fiscal year ended in 2011 (or notes thereto), referred to above, as provided for in Schedule 4.1(c) to this Amendment, or as otherwise expressly provided in this Agreement, or as referred to or reflected or provided for in the financial statements described in this Section 4.1(c).

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the following financial Borrower’s consolidated balance sheet and consolidated statements contained in the Offering Memorandum: of income, stockholders’ equity and cash flows (i) its audited combined balance sheet, combined statements of operations, combined statements of cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 20042006, historical unaudited pro forma statement reported on by Ernst & Young LLP, independent registered public accountants, and (ii) as of operations and for the 3-month period fiscal quarter and the portion of the fiscal year ended March 31, 2005 and historical unaudited pro forma balance sheet at March 312007, 2005certified by its chief financial officer. Such financial statements present fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Borrower and its Consolidated consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statementsstatements referred to in clause (ii) above. (ib) There The Borrower has been no eventheretofore furnished to the Lenders PD’s consolidated balance sheet and consolidated statements of income, development or circumstance that has had a Material Adverse Effect shareholders’ equity and (ii) cash flows as of and for the fiscal year ended December 31, 2006, reported on by PricewaterhouseCoopers LLP, independent registered public accountants. Such financial statements present fairly, in all material business respects, the consolidated financial position and consolidated results of the Borrower operations and cash flows of PD and its Restricted Subsidiaries has been conducted consolidated subsidiaries as of such date and for such period in the ordinary course consistent accordance with past business practicesGAAP. (c) Neither Except as disclosed in the financial statements referred to above or the notes thereto or in the Confidential Information Materials and except for the Disclosed Matters, after giving effect to the Transactions, neither the Borrower nor any of the Restricted Subsidiary has on Subsidiaries has, as of the date hereof Amendment Effective Date, any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized losses that would reasonably be expected to give rise to a Material Adverse Effect. (d) Except as set forth in Schedule 3.04(d), since December 31, 2006, there has been no material adverse change in (i) the business, operations or anticipated losses from financial condition of FCX and its Subsidiaries, taken as a whole, (ii) the ability of any unfavorable commitments, except as referred Loan Party to perform its obligations under any Loan Document or reflected (iii) the rights of or provided for in benefits available to the Financial StatementsLenders under the Loan Documents.

Financial Condition; No Material Adverse Change. (ai) The Borrower Company has heretofore furnished to the Lenders the following financial statements contained in the Offering Memorandum: (i) Administrative Agent its audited combined consolidated balance sheet, combined sheet and statements of operationsincome, combined statements of stockholders' equity and cash flows and combined statements of changes in owner’s net investment (x) as of and for the fiscal years ended December 31, 2003 1999, December 31, 2000, and December 31, 2004 for the domestic Oil 2001, reported on by [ ], independent public accountants, (y) as of and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 2004, historical unaudited pro forma statement of operations for the 3-month period quarters ended March 31, 2005 2002, June 30, 2002, and historical unaudited pro forma balance sheet September 30, 2002, and (z) as of and for each fiscal month after the most recent fiscal period described in clause (y) above and ending at March 31least 30 days prior to the Closing Date, 2005in each case certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Company and its Consolidated consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statementsstatements referred to in clauses (y) and (z) above. (iii) There The Company has heretofore furnished to the Administrative Agent its pro forma consolidated balance sheet as of the Closing Date, prepared giving effect to the Transactions. Such pro forma consolidated balance sheet (w) has been no eventprepared in good faith based on reasonable assumptions, development or circumstance that has had a Material Adverse Effect (x) is based on the best information available to the Company after due inquiry, (y) accurately reflects all adjustments necessary to give effect to the Transactions and (iiz) presents fairly, in all material respects, the material business pro forma financial position of the Borrower Company and its Restricted consolidated Subsidiaries has been conducted in as of the ordinary course consistent with past business practicesClosing Date. (ciii) Neither Except as disclosed in the Borrower nor any Restricted Subsidiary has on financial statements referred to above or the date hereof notes thereto or in the Disclosure Statement, after giving effect to the Transactions, none of the Company or its Subsidiaries has, as of the Closing Date, any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from losses. (iv) Since December 31, 2001, there has not been any unfavorable commitments, except as referred to or reflected or provided for change in the Financial Statementscapital stock or long-term debt of the Company or any of its Subsidiaries, other than any change disclosed in the Disclosure Statement, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital stock, and there has been no material adverse change in the business, operations, properties, assets, condition (financial or otherwise), liabilities (including contingent liabilities) or prospects of the Company and its Subsidiaries, taken as a whole, other than any material adverse change disclosed in the Plan or the Disclosure Statement.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders the following financial statements contained in the Offering Memorandum: (i) its audited combined balance sheet, combined statements of operations, combined statements of cash flows and combined statements of changes in owner’s net investment sheet as of and for the fiscal years ended December 31, 2003 and December 311999, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and reported on by PricewaterhouseCoopers LLP, independent public accountants, (ii) its historical unaudited pro forma statement unaudited balance sheets and statements of operations income as of September 30, 2000, certified by its chief financial officer, and (iii) its pro forma unaudited statements of income for the fiscal year ended December 31, 20042000, historical unaudited pro forma statement of operations for the 3-month period ended March 31, 2005 and historical unaudited pro forma balance sheet at March 31, 2005certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Company and its Consolidated consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to (y) normal and recurring year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly statements referred to in clause (ii) above and (z) any pro forma financial statementsstatements contained in such consolidated financial statements are not necessarily indicative of the consolidated financial position of the Company and its Subsidiaries, as of the respective dates thereof and the consolidated results of operations for the periods indicated. (ib) There Neither the Company nor any of its Subsidiaries has been no eventany Contingent Obligation or liability for any taxes, development long-term leases or circumstance that has had commitments, not reflected in its audited financial statements delivered to the Administrative Agent on or prior to the Closing Date or otherwise disclosed to the Administrative Agent and the Lenders in writing, which will have or is reasonably likely to have a Material Adverse Effect and (ii) the material business of the Borrower and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practicesEffect. (c) Neither the Borrower nor any Restricted Subsidiary has on SCHEDULE 3.4 sets forth, as of the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilitieshereof, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentsall Indebtedness of the Company and its Subsidiaries and, except as referred to or reflected or provided for set forth on SCHEDULE 3.4, there are no defaults in the Financial Statementspayment of principal or interest on any such Indebtedness and no payments thereunder have been deferred or extended beyond their stated maturity and there has been no material change in the type or amount of such Indebtedness. (d) Since September 30, 2000, there has been no material adverse change in the business, assets, operations, prospects or condition, financial or otherwise, of the Company and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the following financial statements contained in the Offering Memorandum: its (i) its audited combined consolidated and unaudited consolidating balance sheet, combined sheet and statements of operationsincome, combined statements of stockholders equity and cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years Fiscal Years ended December 31, 2003 2001 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates 2002, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) unaudited interim consolidated and consolidating financial statements, certified by its historical unaudited pro forma statement chief financial officer, for each Fiscal Quarter ended after the date of operations for the fiscal year ended December 31, 2004, historical unaudited pro forma statement latest applicable financial statements delivered pursuant to clause (i) of operations for the 3-month period ended March 31, 2005 and historical unaudited pro forma balance sheet at March 31, 2005this paragraph as to which such financial statements are available. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statementsstatements referred to in clause (ii) above. (ib) There Since December 31, 2002, there has been no eventmaterial adverse change in the business, development assets, operations, prospects or circumstance that has had a Material Adverse Effect and (ii) the material business condition, financial or otherwise, of the Borrower and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practicesSubsidiaries, taken as a whole. (c) Neither The unaudited pro forma consolidated balance sheet of the Borrower nor any Restricted Subsidiary and its consolidated subsidiaries as at November 30, 2003 (including the notes thereto) (the "Pro Forma Balance Sheet"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the NTB Acquisition, (ii) the Loans to be made and the NTB Sale and Leaseback to be consummated on the date hereof any material Debt Amendment and Restatement Effective Date and the use of proceeds thereof and (including Disqualified Capital Stockiii) or any contingent liabilities, off-the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared using NTB's balance sheet liabilities or partnershipsas at December 28, liabilities for taxes2002 and the Borrower's projected consolidated balance sheet as at November 30, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments2003 and, except to the best of the Borrower's knowledge as referred to or reflected or provided for of the Amendment and Restatement Effective Date, presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at November 30, 2003, assuming that the events specified in the Financial Statementspreceding sentence had actually occurred at such date.

Financial Condition; No Material Adverse Change. (a) The United States Borrower has heretofore furnished to the Lenders the following financial its consolidated balance sheet and statements contained in the Offering Memorandum: of income, stockholders equity and cash flows (i) its audited combined balance sheet, combined statements of operations, combined statements of cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 20042000, historical unaudited pro forma statement reported on by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, independent public accountants, and (ii) as of operations and for the 3-month period fiscal quarter and the portion of the fiscal year ended March 31, 2005 and historical unaudited pro forma balance sheet at March 312001, 2005certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the United States Borrower and its Consolidated consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statementsstatements referred to in clause (ii) above. (ib) There Since December 31, 2000, there has been no eventmaterial adverse change in the business, development assets, operations, prospects or circumstance that has had a Material Adverse Effect and (ii) the material business condition, financial or otherwise, of the United States Borrower and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practicesSubsidiaries, taken as a whole. (c) Neither The projections in the June 2001 Information Memorandum dated June, 2001, a copy of which has been furnished to each Lender prior to the Effective Date, have been prepared by the United States Borrower nor any Restricted Subsidiary has on in light of the date hereof any material Debt (past operations of its businesses, but including Disqualified Capital Stock) or any future payments of known contingent liabilities, off-balance sheet liabilities or partnershipsif any, liabilities and reflect projections for taxesthe four years ending December 31, unusual forward or long-term commitments or unrealized or anticipated losses 2005. Such projections are based upon estimates and assumptions stated therein, all of which the United States Borrower believes to be reasonable and fair in light of current conditions and current facts known to the United States Borrower as of the Initial Borrowing Date and, as of the Initial Borrowing Date, reflect the United States Borrower's good faith and reasonable estimates of the future financial performance of the United States Borrower and of the other information projected therein for the period set forth therein, it being recognized by the Lenders that actual results may differ materially from any unfavorable commitments, except as referred to or reflected or provided for such projections and no representation is made that the projected results will in the Financial Statementsfact be obtained.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the following financial its consolidated balance sheet and consolidated statements contained in the Offering Memorandum: of income, stockholders’ equity and cash flows (i) its audited combined balance sheet, combined statements of operations, combined statements of cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 31, 2002, December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates 2004, reported on by KPMG LLP, independent public accountants and (ii) its historical unaudited pro forma statement as of operations and for the fiscal quarter and the portion of the fiscal year ended December 31, 2004, historical unaudited pro forma statement of operations for the 3-month period ended March 31, 2005 (and historical unaudited pro forma balance sheet at March 31the comparable periods for the prior fiscal years), 2005certified by a Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its Consolidated the Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statementsstatements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of March 31, 2005, prepared giving effect to the Transactions as if the Transactions had occurred on such date. Such pro forma consolidated balance sheet (i) There has been no eventprepared in good faith based on the same assumptions used to prepare the pro forma financial statements included in the Information Memorandum (which assumptions are believed by the Borrower to be reasonable), development or circumstance that has had a Material Adverse Effect and (ii) is based on the best information available to the Borrower after due inquiry, (iii) accurately reflects all adjustments necessary to give effect to the Transactions and (iv) presents fairly, in all material business respects, the pro forma financial position of the Borrower and its Restricted the Subsidiaries has been conducted in as of March 31, 2005, as if the ordinary course consistent with past business practicesTransactions had occurred on such date. (c) Neither Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memoranda and except for the Disclosed Matters, after giving effect to the Transactions, neither the Borrower nor any Restricted Subsidiary has on of the date hereof Subsidiaries has, as of the Effective Date, any material Debt (including Disqualified Capital Stock) direct or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized losses. (d) No change, circumstance, condition, effect, event or anticipated losses from any unfavorable commitmentsdevelopment has occurred that has had, except or could reasonably be expected to have, a material adverse effect on the business, assets, operations, prospects or condition, financial or otherwise, results of operations, liabilities (including contingent liabilities), material agreements of the Borrower and the Subsidiaries, taken as a whole, whether or not covered by insurance, since December 31, 2004. (e) The Company has heretofore furnished to the Lenders its consolidated balance sheet and consolidated statements of income, stockholders’ equity and cash flows (i) as of and for the fiscal years ended December 31, 2002, December 31, 2003 and December 31, 2004, reported on by York, ▇▇▇▇ and Co. – Madisonville, LLP, independent public accountants and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 2005 (and the comparable periods for the prior fiscal years), certified by a Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its subsidiaries as of such dates and for such periods in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes in the case of the statements referred to or reflected or provided for in the Financial Statementsclause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the following financial statements contained in the Offering Memorandum: (i) its audited combined balance sheet, combined statements of operations, combined statements of cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 2004, historical unaudited pro forma statement of operations for the 3-month period ended March 31, 2005 and historical unaudited pro forma balance sheet at March 31, 2005Audited Financial Statements. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its Consolidated Subsidiaries as of such dates and for such periods the period covered thereby in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (ib) There The Borrower has been no event, development or circumstance that has had a Material Adverse Effect and (ii) heretofore furnished to the material business Lenders the unaudited consolidated balance sheet of the Borrower and its Restricted Subsidiaries has been conducted for the Fiscal Quarters ended August 26, 2018, November 25, 2018 and February 24, 2019 and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Quarters. Such financial statements present fairly, in all material respects, the ordinary course consistent financial position and results of operations and cash flows of the Borrower for the periods covered thereby in accordance with past business practicesGAAP. (c) Neither Since May 27, 2018, there has been no development or event which has had or could reasonably be expected to have a Material Adverse Effect (excluding for the Borrower nor any Restricted Subsidiary has on avoidance of doubt, the date hereof any material Debt Transactions); provided that, for purposes of determining the accuracy of such representation and warranty as of the First Amendment Effective Date, with respect to clause (including Disqualified Capital StockA) of the definition of Material Adverse Effect, the actual or any contingent liabilitiesprojected impacts of the COVID-19 pandemic that were disclosed in writing to the Lenders prior to the First Amendment Effective Date (which disclosure, off-balance sheet liabilities for the avoidance of doubt, was set forth in, and shall be limited to, the “sensitivity analysis” scenarios contained in that certain confidential Farm Credit Syndicate Lender Meeting presentation dated April 1, 2020), or partnershipsotherwise publicly disclosed in filings made with the SEC prior to the First Amendment Effective Date, liabilities for taxeswill be disregarded, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred in each case to or reflected or provided for in the Financial Statementsextent so disclosed.

Financial Condition; No Material Adverse Change. (a) The Borrower Holdings has heretofore furnished to the Lenders the following financial statements contained in the Offering Memorandum: Administrative Agent true and complete copies of its (i) its audited combined consolidated balance sheet, combined sheet and related statements of operationsearnings, combined statements of owner’s equity and cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 3121, 2003 2003, December 27, 2002 and December 3128, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and 2001, reported on by Ernst & Young LLP, independent public accountants, (ii) its historical unaudited pro forma statement consolidated balance sheet and related statements of operations earnings and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended December 31March 21, 2004, historical unaudited pro forma statement and (iii) consolidated balance sheet and related statements of operations earnings and cash flows as of and for (A) each fiscal month after the 3-most recent fiscal period for which financial statements were received by the Lenders as described in clause (i) or (ii) above and ended at least 30 days before the Effective Date and (B) the 12 month period ended on the date of the closing of the first financial reporting period of Holdings ending on or after March 3121, 2005 and historical unaudited pro forma balance sheet at March 31, 20052004. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Holdings and its Consolidated Subsidiaries consolidated subsidiaries on a consolidated basis as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statementsstatements referred to in clause (ii) and (iii) above. (b) Holdings has heretofore furnished to the Administrative Agent its pro forma consolidated balance sheet as of the Effective Date prepared giving effect to the Transactions as if such Transactions had occurred on such date. Such pro forma consolidated balance sheet (i) There has been no eventprepared in good faith and, development or circumstance that has had a Material Adverse Effect and subject to purchase accounting adjustments, based on the same assumptions used to prepare the pro forma financial statements included in the Information Memorandum (which assumptions were believed by Holdings to be reasonable at the time when made), (ii) is based on the best information available to Holdings after due inquiry, (iii) accurately reflects in all material business respects all adjustments necessary to give effect to the Transactions and (iv) presents fairly, in all material respects, the pro forma financial position of the Borrower Holdings and its Restricted Subsidiaries has been conducted in consolidated subsidiaries on a consolidated basis as of such date, as if the ordinary course consistent with past business practicesTransactions had occurred on such date. (c) Neither As of the Borrower nor any Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentsEffective Date, except as disclosed in the financial statements referred to above or reflected the notes thereto and except for the Disclosed Matters and the Disclosed Environmental Matters, after giving effect to the Transactions and immediately following the making of each Loan hereunder, none of the Loan Parties or provided for in the Financial Statementsany of their subsidiaries has any material contingent liabilities. (d) Since December 21, 2003, nothing has had or is reasonably likely to have a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (aA) The Borrower Parent has heretofore furnished to the Lenders the following financial its consolidated balance sheet and statements contained in the Offering Memorandum: of income, stockholders equity and cash flows (i) its audited combined balance sheet, combined statements of operations, combined statements of cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 20042017, historical unaudited pro forma statement reported on by Ernst & Young LLP, independent public accountants, and (ii) as of operations and for the 3-month period fiscal quarter and the portion of the fiscal year ended March 31September 30, 2005 and historical unaudited pro forma balance sheet at March 312018, 2005certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Parent and its Consolidated consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (B) Since the Petition Date, (i) There there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect and (ii) the material business of the Borrower Parent and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices, in each case except for the filing, commencement and continuation of the Chapter 11 Cases and the events that customarily result from the filing, commencement and continuation of the Chapter 11 Cases. (cC) Neither the Borrower Parent nor any Restricted Subsidiary of its Subsidiaries has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except for amounts that could be requested after the Closing Date in connection with the Borrower’s bonding obligations or as referred to or reflected or provided for in the Financial Statementsfinancial statements described in Section 5.4(A) or as set forth on Schedule 7.2.

Financial Condition; No Material Adverse Change. (a) The Borrower Parent has heretofore furnished to the Lenders the following financial statements contained Lenders, through inclusion in the Offering Memorandum: (i) its audited Form S-4 or otherwise, a consolidated or combined balance sheet, sheet and consolidated or combined statements of operations, combined statements of cash flows and combined statements of changes in owner’s net investment invested equity and comprehensive income (loss) of Parent and the Subsidiaries (or of the Term Borrower and its subsidiaries) as of the end of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 20042010, historical unaudited pro forma statement reported on by Ernst & Young LLP, independent registered public accounting firm, in the case of operations for any such consolidated or combined financial statements of Parent and the 3-month period ended March 31Subsidiaries, 2005 and historical unaudited pro forma balance sheet at March 31, 2005prepared on the assumption that the TripAdvisor Business has been transferred to Parent. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Parent and the consolidated or combined Subsidiaries (or of the Term Borrower and its Consolidated Subsidiaries consolidated or combined Subsidiaries, as the case may be) as of such dates date and for such periods period in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes to, in the case of any such consolidated or combined financial statements of Parent and the unaudited quarterly financial statementsSubsidiaries, the assumption referred to in the immediately preceding sentence. (b) Parent has heretofore furnished to the Lenders, through inclusion in the Form S-4, an unaudited pro forma consolidated or combined balance sheet of Parent and the Subsidiaries as of June 30, 2011 (and/or, if included in the Form S-4, September 30, 2011) and unaudited pro forma consolidated or combined statement of operations of Parent and its Subsidiaries for the six-month period ended June 30, 2011 (and/or, if included in the Form S-4, the nine-month period ended September 30, 2011), in each case prepared after giving effect to the Spin-Off and the other Transactions to occur on the Effective Date in accordance with Article 11 of the Regulation S-X under the Securities Act. Such pro forma consolidated or combined financial statements (i) have been prepared by Parent in good faith, (ii) are based on the best information available to Parent as of the date of delivery thereof, and (iii) present fairly, in all material respects, the pro forma financial position and results of operations of Parent and its consolidated or combined Subsidiaries as of such date and for such period in accordance with Article 11 of Regulation S-X under the Securities Act. (c) There has been no not occurred since December 31, 2010, any event, development condition or circumstance that has had or could reasonably be expected to have a Material Adverse Effect material adverse effect on the business, results of operations, assets or financial condition of Parent and (ii) the material business of the Borrower and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practicesSubsidiaries, taken as a whole. (cd) Neither Except as disclosed in the Borrower nor any Restricted Subsidiary has on financial statements referred to above or the date hereof notes thereto, after giving effect to the Transactions, none of Parent or the Subsidiaries has, as of the Effective Date, any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders the following financial its consolidated balance sheet and statements contained in the Offering Memorandum: of income, stockholders equity and cash flows (i) its audited combined balance sheet, combined statements of operations, combined statements of cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years year ended December 3130, 2003 and December 312000, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates reported on by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent public accountants, and (ii) its historical unaudited pro forma statement as of operations and for the fiscal quarter and the portion of the fiscal year ended December 31, 2004, historical unaudited pro forma statement of operations for the 3-month period ended March 31, 2005 and historical unaudited pro forma balance sheet at March 312001, 2005certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Company and its Consolidated consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end year -end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (i) There has been no event, development or circumstance that has had a Material Adverse Effect and statements referred to in clause (ii) the material business of the Borrower above. The Company and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any Restricted Subsidiary has on the date hereof do not have any material Debt (including Disqualified Capital Stock) or any Guarantees, contingent liabilities, off-balance sheet liabilities or partnerships, and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the financial statements referred to in this paragraph or reflected or provided for in the Financial Statementsnotes thereto (and, in the case of such lease or commitment, which is required in accordance with GAAP to be reflected in such statements or notes) or which has not otherwise been disclosed to the Lenders in writing. (b) Since December 30, 2000, there has been no development, event or circumstance that has had or could reasonably be expected to have a Material Adverse Effect. (c) Since December 30, 2000, there has been no development, event or circumstance that has had or could reasonably be expected to have a material adverse effect on the business, assets, operation or condition, financial or otherwise, of the Company and its Subsidiaries on a pro forma basis giving effect to the transaction contemplated by the Share Purchase Agreement, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower Parent has heretofore furnished in accordance with Section 8.01 to the Lenders the following financial statements contained in the Offering Memorandum: (i) its audited combined the consolidated balance sheetsheets of each of the Parent and ARP, combined as of December 31, 2014, December 31, 2013 and December 31, 2012, and the related consolidated statements of operations, combined statements of comprehensive income, partners’ capital, and cash flows and combined statements for each of changes the three years in owner’s net investment as of and for the fiscal years period ended December 31, 2003 and December 312014, 2004 for the domestic Oil and Gas Properties of Calpine and certified by its Affiliates independent public accountants; and (ii) its historical unaudited pro forma statement the consolidated balance sheet of operations each of the Parent and ARP as of June 30, 2015 and the related consolidated statements of operations, comprehensive income, partners’ capital, and cash flows for the fiscal year ended December 31, 2004, historical unaudited pro forma statement of operations for the 3six-month period ended March 31then ended, 2005 and historical unaudited pro forma balance sheet at March 31, 2005certified by its chief financial officer. Such financial statements present fairly, in all material respects, the combined or consolidated, as applicable, financial position and results of operations and cash flows of each of the Borrower Parent and its Consolidated consolidated Subsidiaries and ARP and its consolidated Subsidiaries, as applicable, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (b) Since December 31, 2014, (i) There there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect and (ii) the material business of the Borrower Parent and its the Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower Parent nor any Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any material contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementsfinancial statements referred to in Section 7.04(a) or as disclosed in this Agreement (including the Schedules hereto).

Financial Condition; No Material Adverse Change. (ai) The Borrower Bergen has heretofore furnished to the Lenders the following financial statements contained in the Offering Memorandum: (i) its audited combined consolidated balance sheet, combined sheet and statements of operationsincome, combined statements of stockholders equity and cash flows and combined statements of changes in owner’s net investment (A) audited as of and for the fiscal years year ended December 31September 30, 2003 2000, reported on by Deloitte & Touche, independent public accountants, and December 31, 2004 (B) as of and for the domestic Oil fiscal quarter and Gas Properties the portion of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31June 30, 20042001, historical unaudited pro forma statement of operations for the 3-month period ended March 31, 2005 and historical unaudited pro forma balance sheet at March 31, 2005certified by an authorized Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Bergen and its Consolidated Subsidiaries consolidated subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statementsstatements referred to in clause (B) above. (i) There has been no event, development or circumstance that has had a Material Adverse Effect and (ii) Except as disclosed in the material business financial statements referred to above or the notes thereto or in the Information Memorandum (including Bergen's annual report on Form 10-K for its fiscal year ended September 30, 2000, and quarterly report on Form 10-Q for the quarter ended June 30, 2001 (the "Bergen 10-Q"), each provided as part of the Borrower and Information Memorandum) after giving effect to the Transactions, none of Bergen or its Restricted Subsidiaries has been conducted in subsidiaries has, as of the ordinary course consistent with past business practices. (c) Neither the Borrower nor any Restricted Subsidiary has on the date hereof Effective Date, any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized losses. (iii) Since September 30, 2000, there has been no material adverse change in the business, assets, operations, prospects or anticipated losses from any unfavorable commitmentscondition, except financial or otherwise, of Bergen and its subsidiaries, taken as a whole. It is understood and agreed that the developments disclosed in the Bergen 10-Q and the Information Memorandum do not, and will not without further development, constitute such a material adverse change. (b) (i) AmeriSource has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (A) audited as of and for the fiscal year ended September 30, 2000, reported on by Ernst & Young LLP, independent public accountants, and (B) as of and for the fiscal quarter and the portion of the fiscal year ended June 30,2001, certified by an authorized Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of AmeriSource and its consolidated subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to or reflected or provided for in the Financial Statementsclause (B) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished delivered to the Lenders the following financial statements contained in the Offering Memorandum: statements: (i) its the audited combined consolidated balance sheet, combined sheet and statements of operationsearnings (loss), combined statements of stockholders' deficit and cash flows of the Holding Company and combined statements of changes in owner’s net investment its Subsidiaries as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 20041997, historical accompanied by an opinion of Deloitte & Touche LLP, independent public accountants; and (ii) the unaudited pro forma statement balance sheet and statements of operations earnings (loss), stockholders' deficit and cash flows of the Holding Company and its Subsidiaries as of and for the 3six-month period ended March 31June 30, 2005 and historical unaudited pro forma 1998 prepared by management of the Borrower, which financial statements fairly present (subject, in the case of such balance sheet as at March 31June 30, 20051998 and such statements of income and cash flows for the six months then ended, to normal year-end audit adjustments) the financial condition of the Holding Company and its Subsidiaries as at such dates and the results of the operations of the Holding Company and its Subsidiaries for the periods ended on such dates and that all such financial statements, including the related schedules thereto have been prepared in accordance with GAAP applied consistently throughout the periods involved (subject to normal year-end adjustments and the omission of footnotes). Such financial statements present fairly, in all material respects, the respective actual consolidated financial position and results of operations and cash flows of the Borrower and its Consolidated Subsidiaries respective entities as of such respective dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the such unaudited quarterly financial statements. (ib) There Since December 31, 1997, there has been no eventchange in the business, development assets, liabilities, operations or circumstance that has had financial condition, of the Credit Parties which would reasonably be expected to have a Material Adverse Effect and (ii) the material business of the Borrower and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practicesEffect. (c) Neither None of the Borrower nor any Restricted Subsidiary Credit Parties has on the date hereof any material Debt (including Disqualified Capital Stock) or Effective Date any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentscommitments in each case that are material, except as referred to or reflected or provided for in the Financial Statementsbalance sheets as at December 31, 1997 referred to above or as otherwise expressly provided in this Agreement or the financial statements described in this Section 4.4.

Financial Condition; No Material Adverse Change. (a) The statements of consolidated financial condition of the Borrower has and its Subsidiaries as at October 31, 1999 and the related statements of consolidated income and retained earnings and consolidated cash flow for such fiscal year ended on such date, reported on by Deloitte & Touche, copies of which have heretofore been furnished to the Lenders the following financial statements contained in the Offering Memorandum: (i) its audited combined balance sheetLenders, combined statements of operations, combined statements of cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 2004, historical unaudited pro forma statement of operations for the 3-month period ended March 31, 2005 and historical unaudited pro forma balance sheet at March 31, 2005. Such financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows condition of the Borrower and its Consolidated Subsidiaries as at such date, and the consolidated results of such dates its operations and cash flow for such periods fiscal year then ended. (b) The unaudited statement of consolidated financial condition of the Borrower and its Subsidiaries as at July 31, 2000 and the related unaudited statements of consolidated income and retained earnings and consolidated cash flow for the nine-month period ended on such date, certified by a Financial Officer, copies of which have heretofore been furnished to the Lenders, present fairly, in accordance with GAAPall material respects, the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and cash flow for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (i) There has been no event, development or circumstance that has had a Material Adverse Effect and (ii) the material business of the Borrower and its Restricted Subsidiaries has been conducted in the ordinary course consistent with past business practicesfootnotes). (c) Neither All the financial statements referred to in clauses (a) and (b) of this Section 4.04, 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 Financial Officer, as the case may be, and as disclosed therein). (d) The Borrower nor any Restricted Subsidiary has on and its Subsidiaries do not have, at the date hereof hereof, any material Debt (including Disqualified Capital Stock) or any Guarantee obligations, contingent liabilities, off-balance sheet liabilities or partnerships, and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives that are not reflected in the financial statements referred to or reflected or provided for in this Section. (e) Since October 31, 1999, there has been no material adverse change in the Financial Statementsbusiness, assets, property or financial condition of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower Hechinger has heretofore furnished to the Lenders the following financial its consolidated balance sheet and statements contained in the Offering Memorandum: of income, stockholders' equity and cash flows (i) its audited combined balance sheetas of and for each of the fiscal years in the three year period ended October 3, combined statements of operations1998, combined statements of cash flows reported on by KPMG, LLP or Ernst & Young LLP, independent public accountants, and combined statements of changes in owner’s net investment (ii) as of and for the first fiscal years ended December 31quarter ending January 2, 2003 and December 311999, 2004 for the domestic Oil and Gas Properties of Calpine and certified by its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended December 31, 2004, historical unaudited pro forma statement of operations for the 3-month period ended March 31, 2005 and historical unaudited pro forma balance sheet at March 31, 2005chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Hechinger and its Consolidated Subsidiaries consolidated subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statementsstatements referred to in clause (ii) above. (b) Holdings has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders' equity and cash flows (i) There has been no eventas of and for the fiscal year ended October 3, development or circumstance that has had a Material Adverse Effect 1998, reported on by KPMG, LLP, independent public accountants, and (ii) as of and for the material business first fiscal quarter ending January 2, 1999 and as of the Borrower month ending January 30, 1999, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings and its Restricted Subsidiaries has been conducted consolidated subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the ordinary course consistent with past business practicescase of the statements referred to in clause (ii) above. (c) Neither In addition, Holdings and Hechinger have each heretofore furnished the Lenders with a Fiscal Year 1999 Forecast Update as of February 6, 1999. (d) Except as disclosed in Schedule 3.04(d), since January 30, 1999, there has been no material adverse change in the business, assets, operations, material agreements, prospects or condition, financial or otherwise, of the Holdings Group, taken as a whole, or of the Borrower nor any Restricted Subsidiary has on and the date hereof Borrower's Subsidiaries, taken as a whole. (e) Except as disclosed in the financial statements referred to above or the notes thereto and except for the Disclosed Matters, after giving effect to the transactions contemplated by the Loan Documents, no member of the Holdings Group has, as of the Closing Date, any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementslosses.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the following financial its consolidated balance sheet and consolidated statements contained in the Offering Memorandum: of operations and comprehensive income, stockholders’ equity and cash flows (i) its audited combined balance sheet, combined statements of operations, combined statements of cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years ended December July 31, 2003 and December 2013, July 31, 2004 for 2014 and July 31, 2015, audited by and accompanied by an opinion of KPMG LLP, independent public accountants (in the domestic Oil case of the fiscal years ended July 31, 2013 and Gas Properties July 31, 2014) and Deloitte & Touche LLP, independent public accountants (in the case of Calpine the fiscal year ended July 31, 2015) (in each case, without a “going concern” or like qualification or exception and its Affiliates without any qualification or exception as to the scope of such audit), and (ii) its historical unaudited pro forma statement as of operations and for the fiscal quarter and the portion of the fiscal year ended December October 31, 2004, historical unaudited pro forma statement of operations 2015 (and comparable period for the 3-month period ended March 31prior fiscal year), 2005 and historical unaudited pro forma balance sheet at March 31, 2005certified by the Borrower’s chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its Consolidated the Subsidiaries on a consolidated basis as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustments and the absence of certain footnotes in the case of the unaudited quarterly financial statements. statements referred to in clause (ii) above. The Borrower has heretofore furnished to the Lenders the Company’s consolidated balance sheet and consolidated statements of operations and comprehensive income, stockholders’ equity and cash flows (i) There has been no eventas of and for the fiscal years ended December 31, development 2014, December 31, 2013 and December 31, 2012, audited by and accompanied by an opinion of Ernst & Young LLP, independent public accountants (without a “going concern” or circumstance that has had a Material Adverse Effect like qualification or exception and without any qualification or exception as to the scope of such audit), and (ii) as of and for the fiscal quarters and the portions of the fiscal year ended March 31, 2015, June 30, 2015 and September 30, 2015 (and comparable periods for the prior fiscal year). Such financial statements present fairly, in all material business respects, the financial position and results of operations and cash flows of the Company and its subsidiaries on a consolidated basis as of such dates and for such periods in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of certain footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Lenders its pro forma consolidated balance sheet and related pro forma consolidated statement of income, as of and for the twelve-month period ended January 31, 2016, prepared giving effect to the Transactions as if the Transactions had occurred, in the case of such balance sheet, on such date and, in the case of such statement of income, on the first day of the 12-month period ending on such date. Such pro forma financial statements (i) have been prepared by the Borrower in good faith based on the same assumptions used to prepare the pro forma financial statements included in the Information Memorandum (which assumptions are believed by the Borrower on the date hereof to be reasonable), (ii) are based on the best information available to the Borrower as of the date of delivery thereof after due inquiry, (iii) accurately reflect all adjustments necessary to give effect to the Transactions and (iv) present fairly, in all material respects, the expected pro forma financial position and expected results of operations of the Borrower and its Restricted the Subsidiaries has been conducted in as of such date and for such period, as if the ordinary course consistent with past business practicesTransactions had occurred on such date or at the beginning of such period, as applicable. (c) Neither Except as disclosed in the financial statements referred to above or the notes thereto, after giving effect to the Transactions, none of the Borrower nor or any Restricted Subsidiary has on has, as of the date hereof Effective Date, any material Debt (including Disqualified Capital Stock) direct or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized losses. (d) No event, change or anticipated losses from any unfavorable commitmentscondition has occurred that has had, except as referred or would reasonably be expected to or reflected or provided for in the Financial Statementshave, a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower Parent has heretofore furnished in accordance with Section 8.01 to the Lenders the following financial statements contained in the Offering Memorandum: (i) its audited combined the consolidated balance sheetsheets of each of the Parent and ARP as of December 31, combined 2013, December 31, 2012 and 2011, and the related consolidated statements of operations, combined statements of comprehensive income, partners’ capital, and cash flows and combined statements for each of changes the three years in owner’s net investment as of and for the fiscal years period ended December 31, 2003 and December 312013, 2004 for the domestic Oil and Gas Properties of Calpine and certified by its Affiliates independent public accountants; and (ii) its historical unaudited pro forma statement the consolidated balance sheet of operations each of the Parent and ARP as of September 30, 2014 and the related consolidated statements of operations, comprehensive income, partners’ capital, and cash flows for the fiscal year ended December 31, 2004, historical unaudited pro forma statement of operations for the 3nine-month period ended March 31then ended, 2005 and historical unaudited pro forma balance sheet at March 31, 2005certified by its chief financial officer. Such financial statements present fairly, in all material respects, the combined or consolidated, as applicable, financial position and results of operations and cash flows of each of the Borrower Parent and its Consolidated consolidated Subsidiaries and ARP and its consolidated Subsidiaries, as applicable, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (b) Since December 31, 2013 (after giving effect to the consummation of the Transactions), (i) There there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect and (ii) the material business of the Borrower Parent and its the Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower Parent nor any Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any material contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementsfinancial statements referred to in Section 7.04(a) or as disclosed in this Agreement (including the Schedules hereto).

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders the following financial its consolidated balance sheet and consolidated statements contained in the Offering Memorandum: of income, stockholders’ equity and cash flows (i) its audited combined balance sheet, combined statements of operations, combined statements of cash flows and combined statements of changes in owner’s net investment as of and for the fiscal years year ended December 31September 27, 2003 and December 312008, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates reported on by Ernst & Young LLP, independent public accountants, and (ii) its historical unaudited pro forma statement as of operations and for the fiscal quarter and the portion of the fiscal year ended December 3127, 2004, historical unaudited pro forma statement of operations 2008 (and comparable period for the 3-month period ended March 31, 2005 and historical unaudited pro forma balance sheet at March 31, 2005prior fiscal year). Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Company and its Consolidated the Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to year-year end audit adjustments and the absence of footnotes and consolidated statements of stockholders’ equity in the case of the unaudited quarterly financial statementsstatements referred to in clause (ii) above. (ib) There Since September 27, 2008, there has been no not occurred any event, development change or circumstance condition that has had had, or could reasonably be expected to have, a Material Adverse Effect and (ii) Effect. It is understood that neither the material business financial results of the Borrower Company and its Restricted consolidated Subsidiaries has been conducted for the fiscal quarter and the portion of the fiscal year ended December 27, 2008, nor the losses associated with the Company’s hedging activities during such fiscal quarter in the ordinary course consistent with past business practicesthemselves constitute a Material Adverse Effect. (c) Neither The fair value of the Borrower nor any Restricted Subsidiary has on assets of the date hereof any material Debt Company and its Subsidiaries (both at fair valuation and at present fair saleable value) is greater than the total amount of liabilities (including Disqualified Capital Stockcontingent and unliquidated liabilities) of the Company and its Subsidiaries and the Company and its Subsidiaries are able to pay all their liabilities as such liabilities mature and do not have unreasonably small capital with which to carry on their business. In computing the amount of contingent or unliquidated liabilities at any contingent liabilitiestime, off-balance sheet such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementsmatured liability.