Common use of Financial Condition Clause in Contracts

Financial Condition. The audited combined balance sheets, statements of income and statements of cash flows of Speedway Motorsports for the year ended December 31, 2018 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (c) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods. During the period from June 30, 2019 to and including the Effective Date, there has been no sale, transfer or other Asset Disposition by it or any of its Subsidiaries of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Date.

Financial Condition. The audited combined balance sheets, statements of income and statements of cash flows of Speedway Motorsports for the year ended December 31, 2018 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (a) The Audited Financial Statements (i) have been audited by PricewaterhouseCoopers KPMG LLP, (bii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby thereby, except as otherwise expressly noted therein and (ciii) present fairly (on the basis disclosed in the footnotes to such financial statements) in all material respects the combined consolidated financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries the Consolidated Parties as at the end of, and the related unaudited interim statements of income earnings and of cash flows for, each quarterly period ended after December 31, 2017 and prior to the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, Restatement Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby thereby, except as otherwise expressly noted therein and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) in all material respects the combined consolidated financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries the Consolidated Parties as of such date and for such periods. During Except for the Merger, during the period from June 30December 31, 2019 2017 to and including the Effective Restatement Date, there has been no sale, transfer or other Asset Disposition disposition by it or any of its Subsidiaries Consolidated Party of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiariesthe Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other personPerson) material in relation to the combined consolidated financial condition of Speedway Motorsports and its consolidated Subsidiariesthe Consolidated Parties, taken as a whole, in each case case, which is not reflected in the foregoing financial statements or in the notes thereto or and has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Restatement Date. As of the Restatement Date, the Borrowers and their Subsidiaries have no material liabilities (contingent or otherwise) that are not reflected in the foregoing financial statements or in the notes thereto.

Financial Condition. The (A) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) the audited combined consolidated and consolidating balance sheetssheets of Lessee and its Subsidiaries as at December 31, 1996, and the related consolidated and consolidating statements of income income, stockholders' equity and statements of cash flows of Speedway Motorsports Lessee and its Subsidiaries for the fiscal year ended December 31then ended, 2018 have heretofore been furnished to each Lender(ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. Such All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements (including as at the notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been prepared in accordance with GAAP consistently applied throughout respective dates thereof and the periods covered thereby and (c) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of Speedway Motorsports and its combined Subsidiaries as the entities described therein for each of the periods then ended, subject, in the case of any such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby to changes resulting from audit and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periodsnormal year-end adjustments. During the period from June 30, 2019 to and including the Effective Date, there has been no sale, transfer or other Asset Disposition by it or Neither Lessee nor any of its Subsidiaries of has (and will not following the Initial Borrowing Date) have any material part of the business Contingent Obligation, contingent liability or property of Speedway Motorsports and its consolidated Subsidiariesliability for taxes, taken as a whole, and no purchase long-term lease or other acquisition by any of them of any business unusual forward or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case which long-term commitment that is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed and which in writing any such case is material in relation to the Lenders on business, operations, properties, assets, condition (financial or prior to the Effective Dateotherwise) or prospects of Lessee or any of its Subsidiaries.

Financial Condition. The audited combined consolidated balance sheets, statements sheet of income the Borrower and statements its Subsidiaries dated as of cash flows of Speedway Motorsports for the year ended December 31, 2018 have 1994 and the audited statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for and as of the end of the period ending on that date, including any related notes (the "Audited Financial Statements"), and the unaudited consolidated financial statements of the Borrower and its Subsidiaries (the "Unaudited Financial Statements") dated as of July 1, 1995 (the "Balance Sheet Date"), all of which (collectively, the "Financial Statements") were heretofore been furnished to the Lender, are true, correct and complete in all material respects and fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date of each Lender. Such financial statements (including the notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) such statement and have been prepared in accordance with GAAP generally accepted accounting principles (subject, in the case of the Unaudited Financial Statements, to the addition of notes and to normal year-end adjustments that individually and in the aggregate are not expected to be material) consistently applied throughout the periods covered thereby involved. Other than as reflected in such Financial Statements and (c) present fairly (on the basis disclosed except for liabilities incurred in the footnotes to such financial statements) ordinary course of business since the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows forthereof, the fiscal quarter ended June 30Borrower has no Indebtedness that is or would be material to the financial condition of the Borrower, 2019 have heretofore been furnished to each Lendernor any material unrealized or unanticipated losses from any commitments. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout Since the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods. During the period from June 30, 2019 to and including the Effective Date, Balance Sheet Date there has been no sale, transfer material adverse change in the consolidated financial condition (as set forth in the Unaudited Financial Statements) or other Asset Disposition by it or any results of operations of the Borrower and its Subsidiaries of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Date.

Financial Condition. (a) The audited combined consolidated balance sheets, sheets and income statements of income and statements of cash flows of Speedway Motorsports the Consolidated Parties for the year fiscal years ended December 31, 2018 have heretofore been furnished to each Lender. Such financial statements 1999, December 31, 2000, December 31, 2001 and December 31, 2002 (including the notes thereto) (ai) have been audited by PricewaterhouseCoopers LLPDeloitte & Touche, (bii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ciii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined consolidated financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries the Consolidated Parties as at the end of, and the related unaudited interim statements of income earnings and of cash flows for, each fiscal month and quarterly period ended after December 31, 2002 and prior to the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, Closing Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined consolidated financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries the Consolidated Parties as of such date and for such periods. During the period from June 30December 31, 2019 2002 to and including the Effective Closing Date, there has been no sale, transfer or other Asset Disposition disposition by it or any of its Subsidiaries Consolidated Party of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiariesthe Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other personPerson) material in relation to the combined consolidated financial condition of Speedway Motorsports and its consolidated Subsidiariesthe Consolidated Parties, taken as a whole, in each case case, which is not reflected in the foregoing financial statements or in the notes thereto or and has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Closing Date. As of the Closing Date, the Borrower and its Subsidiaries have no material liabilities (contingent or otherwise) that are not reflected in the foregoing financial statements or in the notes thereto.

Financial Condition. The audited combined consolidated balance sheets, statements sheet of income the ------------------- Company and statements of cash flows of Speedway Motorsports for the year ended its subsidiaries as at December 31, 2018 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (c) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of2003, and the related unaudited interim consolidated statements of income income, stockholders' equity and cash flow of cash flows for, the Company and its subsidiaries for the fiscal quarter year ended on said date, with the opinion thereon of Ham, Langston & Brezina, L.L.X. xxxxxxxxxe fxxxxxxxd to the Purchaser, and the unaudited consolidated balance sheet of the Company and its subsidiaries as at June 30, 2019 have 2004, and the related consolidated statements of income, stockholders' equity and cash flow of the Company and its subsidiaries for the six-month period ending on such date heretofore been furnished to each Lender. Such the Purchaser, are complete and correct and fairly present the consolidated financial condition of the Company and its subsidiaries as at said dates and the results of its operations for the fiscal year and the six-month period ending on said dates, all in accordance with generally accepted accounting principles ("GAAP"), as applied on a consistent basis (subject, in the case of the interim financial statements, for each such quarterly periodto normal year-end adjustments). Other than the credit facility with Fortuna Energy, (i) have been prepared L.P. described in accordance with GAAP consistently applied throughout Schedule 2 attached hereto, neither the periods covered thereby and (ii) present fairly (Company nor any of its subsidiaries has on the basis disclosed date hereof any debt, trade payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the footnotes to such financial statements) statements or except to the combined extent that the existence of any of the foregoing would not have a material adverse effect on the condition (financial conditionor otherwise), results business or prospects of operations and cash flows of Speedway Motorsports and the Company or its consolidated Subsidiaries as of such date and for such periodsproperties or assets. During the period from June 30Since December 31, 2019 to and including the Effective Date2003, there has been no salechange or event having or reasonably likely to have a material adverse effect on the condition (financial or otherwise), transfer business or other Asset Disposition by it or any of its Subsidiaries of any material part prospects of the Company or its properties or assets, except as disclosed to the Purchaser in writing. Since the date of such financial statements, neither the business or property nor the properties of Speedway Motorsports and its consolidated Subsidiariesthe Company's subsidiaries, taken as a whole, have been materially and no purchase adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other acquisition labor disturbance, embargo, requisition or taking of property or cancellation of contracts, permits or concessions by any governmental entity, riot, activities of them armed forces or acts of God or of any business or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Datepublic enemy.

Financial Condition. The audited combined balance sheets, statements of income and statements of cash flows of Speedway Motorsports for the year ended December 31, 2018 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (a) The Audited Financial Statements (i) have been audited by PricewaterhouseCoopers KPMG LLP, (bii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby thereby, except as otherwise expressly noted therein and (ciii) present fairly (on the basis disclosed in the footnotes to such financial statements) in all material respects the combined consolidated financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries the Consolidated Parties as at the end of, and the related unaudited interim statements of income earnings and of cash flows for, each quarterly period ended after December 31, 2020 and prior to the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, Closing Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby thereby, except as otherwise expressly noted therein and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) in all material respects the combined consolidated financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries the Consolidated Parties as of such date and for such periods. During the period from June 30December 31, 2019 2020 to and including the Effective Closing Date, there has been no sale, transfer or other Asset Disposition disposition by it or any of its Subsidiaries Consolidated Party of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiariesthe Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other personPerson) material in relation to the combined consolidated financial condition of Speedway Motorsports and its consolidated Subsidiariesthe Consolidated Parties, taken as a whole, in each case case, which is not reflected in the foregoing financial statements or in the notes thereto or and has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Closing Date. As of the Closing Date, the Borrowers and their Subsidiaries have no material liabilities (contingent or otherwise) that are not reflected in the foregoing financial statements or in the notes thereto.

Financial Condition. Since February 8, 2000, the Borrower has timely filed with the SEC all required reports and forms and other documents (the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and none of the Company SEC Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited combined balance sheets, financial statements of income the Borrower included in the Company SEC Documents complied as to form, when filed, in all material respects with applicable accounting requirements and statements the published rules and regulations of cash flows of Speedway Motorsports for the year ended December 31SEC with respect thereto, 2018 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been prepared in accordance with GAAP consistently generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied throughout on a consistent basis during the periods covered thereby and involved (c) present fairly (on the basis disclosed except as may be indicated in the footnotes to such notes thereto) and fairly present, in all material respects, the financial statements) position of the combined financial condition, Borrower as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of Speedway Motorsports the unaudited statements to normal year-end audit adjustments). Except as set forth in the Company SEC Documents filed prior to the date of this Agreement and publicly available and except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the most recent balance sheet included in the Company SEC Documents, neither the Borrower nor any of its combined Subsidiaries as has any material liabilities or obligations of such date and for such periods. The unaudited interim any nature (whether accrued, absolute, contingent or otherwise) required by generally accepted accounting principles to be set forth on a balance sheets sheet of Speedway Motorsports the Borrower and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods. During the period from June 30, 2019 to and including the Effective Date, there has been no sale, transfer or other Asset Disposition by it or any of its Subsidiaries of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Datethereto.

Financial Condition. (i) The (i) audited combined income statement of Parent for the fiscal years ending as at January 30, 2016, January 28, 2017 and February 3, 2018, reported on by and accompanied by an unqualified report from PricewaterhouseCoopers LLP, and (ii) unaudited consolidated balance sheetssheet of Parent as of April 29, 2017 and May 5, 2018, and related consolidated statements of income and statements of cash flows of Speedway Motorsports for the year fiscal quarters ended December 31on such dates present fairly in all material respects the financial condition of Parent as at such dates, 2018 have heretofore been furnished to each Lenderand the results of its operations and its cash flows (as applicable) for the respective periods then ended. Such All such financial statements (statements, including the related schedules and notes thereto) (a) have been audited by PricewaterhouseCoopers LLPthereto and normal year-end adjustments, (b) have been prepared in accordance with GAAP applied consistently applied throughout the periods covered thereby involved (except as approved by the aforementioned firm of accountants and (c) present fairly (on the basis disclosed therein and, in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as case of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly periodsubject to normal year-end adjustments and the absence of footnotes). Except as set forth on Schedule 5.01(a), as of the Closing Date, none of Parent or its Subsidiaries (i) have been prepared has any material Guarantee Obligations, contingent liabilities or material liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are not reflected in the most recent financial statements referred to in this paragraph but which would in accordance with GAAP consistently applied throughout be so reflected in a consolidated balance sheet of the periods covered thereby Parent its Subsidiaries as of the Closing Date and (ii) present fairly (on the basis disclosed in the footnotes is party to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods. During the period from June 30, 2019 any arrangement to and including the Effective Date, there has been no sale, transfer pay principal or other Asset Disposition by it or interest with respect to any of its Subsidiaries Indebtedness of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case Person which is not reflected in the foregoing most recent financial statements referred to in this paragraph, (x) which was incurred by the Parent or any of its Subsidiaries or guaranteed by the Parent or any of its Subsidiaries at any time or the proceeds of which are or were transferred to or used by the Parent or any of its Subsidiaries and (y) the payments in respect of which are intended to be made with the notes thereto proceeds of payments to such Person by the Parent or has not otherwise been disclosed in writing to any of its consolidated Subsidiaries or with any Indebtedness or Equity Interests issued by the Lenders on Parent or prior to the Effective Dateany such Subsidiary.

Financial Condition. The (i) audited combined income statement of Xxxxx for the fiscal years ending as at January 29, 2011, January 28, 2012 and February 2, 2013, reported on by and accompanied by an unqualified report from PricewaterhouseCoopers LLP, and (ii) unaudited consolidated balance sheetssheet of Xxxxx as of April 27, 2013 and August 3, 2013, and the related consolidated statements of income and statements of cash flows of Speedway Motorsports for the year fiscal quarters ended December 31on such dates present fairly in all material respects the financial condition of Xxxxx as at such dates, 2018 have heretofore been furnished to each Lenderand the results of its operations and its cash flows (as applicable) for the respective periods then ended. Such All such financial statements (statements, including the related schedules and notes thereto) (a) have been audited by PricewaterhouseCoopers LLPthereto and normal year-end adjustments, (b) have been prepared in accordance with GAAP applied consistently applied throughout the periods covered thereby involved (except as approved by the aforementioned firm of accountants and (c) present fairly (on the basis disclosed therein and, in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as case of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly periodsubject to normal year-end adjustments and the absence of footnotes). Except as set forth on Schedule 4.1, as of the Closing Date, Holdings and its Subsidiaries (i) do not have been prepared any material Guarantee Obligations, contingent liabilities or material liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are not reflected in the most recent financial statements referred to in this paragraph but which would in accordance with GAAP consistently applied throughout be so reflected in a consolidated balance sheet of Holdings as of the periods covered thereby Closing Date and (ii) present fairly (on the basis disclosed in the footnotes are not party to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods. During the period from June 30, 2019 any arrangement to and including the Effective Date, there has been no sale, transfer pay principal or other Asset Disposition by it or interest with respect to any of its Subsidiaries Indebtedness of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case Person which is not reflected in the foregoing most recent financial statements referred to in this paragraph, (x) which was incurred by Holdings or any of its Subsidiaries or guaranteed by Holdings or any of its Subsidiaries at any time or the proceeds of which are or were transferred to or used by Holdings or any of its Subsidiaries and (y) the payments in respect of which are intended to be made with the notes thereto proceeds of payments to such Person by Holdings or has not otherwise been disclosed in writing to the Lenders on any of its consolidated Subsidiaries or prior to the Effective Datewith any Indebtedness or Capital Stock issued Holdings or any such Subsidiary.

Financial Condition. The audited combined balance sheets, statements of income and statements of cash flows of Speedway Motorsports for the year ended December 31, 2018 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (a) have been (i) The audited consolidated balance sheets of the Borrower and its Subsidiaries as of October 30, 2011, October 31, 2010 and November 1, 2009 and the related consolidated statements of operations, equity and cash flows for the Fiscal Years ended October 30, 2011, October 31, 2010 and November 1, 2009, reported on by PricewaterhouseCoopers and accompanied by unqualified reports from Ernst & Young LLP, and (bii) the unaudited consolidated balance sheets of the Borrower and its Subsidiaries and the related consolidated statements of operations, equity and cash flows for the fiscal quarters ended January 29, 2012 and April 29, 2012 present fairly, in all material respects, the consolidated financial condition as at such dates, and the consolidated statements of operations and consolidated cash flows for the respective periods then ended, of the Borrower and its Subsidiaries. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby (except as approved by a Responsible Officer, and (c) present fairly (on the basis disclosed in the footnotes to any such financial statements) the combined financial conditionschedules and notes). Except as disclosed on Schedule 5.1, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods. During during the period from June October 30, 2019 2011 to and including the Effective Closing Date, except as provided in or permitted under the Acquisition Agreement or in connection with the Transactions, there has been no sale, transfer or other Asset Disposition disposition by it or any of the Borrower and its Subsidiaries of any material part of the its business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them the Borrower and its Subsidiaries of any business or property (including any Capital Stock of any other personPerson) which in either case is material in relation to the combined consolidated financial condition of Speedway Motorsports the Borrower and its consolidated Subsidiaries, taken as a whole, in each case which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Closing Date.

Financial Condition. (a) The (i) audited combined income statement of Parent for the fiscal years ending as at January 30, 2016, January 28, 2017 and February 3, 2018, reported on by and accompanied by an unqualified report from PricewaterhouseCoopers LLP, and (ii) unaudited consolidated balance sheetssheet of Parent as of April 29, 2017 and May 5, 2018, and related consolidated statements of income and statements of cash flows of Speedway Motorsports for the year fiscal quarters ended December 31on such dates present fairly in all material respects the financial condition of Parent as at such dates, 2018 have heretofore been furnished to each Lenderand the results of its operations and its cash flows (as applicable) for the respective periods then ended. Such All such financial statements (statements, including the related schedules and notes thereto) (a) have been audited by PricewaterhouseCoopers LLPthereto and normal year-end adjustments, (b) have been prepared in accordance with GAAP applied consistently applied throughout the periods covered thereby involved (except as approved by the aforementioned firm of accountants and (c) present fairly (on the basis disclosed therein and, in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as case of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly periodsubject to normal year-end adjustments and the absence of footnotes). Except as set forth on Schedule 5.01(a), as of the Closing Date, none of Parent or its Subsidiaries (i) have been prepared has any material Guarantee Obligations, contingent liabilities or material liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are not reflected in the most recent financial statements referred to in this paragraph but which would in accordance with GAAP consistently applied throughout be so reflected in a consolidated balance sheet of the periods covered thereby Parent its Subsidiaries as of the Closing Date and (ii) present fairly (on the basis disclosed in the footnotes is party to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods. During the period from June 30, 2019 any arrangement to and including the Effective Date, there has been no sale, transfer pay principal or other Asset Disposition by it or interest with respect to any of its Subsidiaries Indebtedness of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case Person which is not reflected in the foregoing most recent financial statements referred to in this paragraph, (x) which was incurred by the Parent or any of its Subsidiaries or guaranteed by the Parent or any of its Subsidiaries at any time or the proceeds of which are or were transferred to or used by the Parent or any of its Subsidiaries and (y) the payments in respect of which are intended to be made with the notes thereto proceeds of payments to such Person by the Parent or has not otherwise been disclosed in writing to any of its consolidated Subsidiaries or with any Indebtedness or Equity Interests issued by the Lenders on Parent or prior to the Effective Dateany such Subsidiary.

Financial Condition. (a) The audited combined consolidated balance sheets, statements sheets of income the Parent Borrower and statements its consolidated Subsidiaries as of cash flows of Speedway Motorsports for the year ended December 31, 2018 have heretofore been furnished to each Lender. Such financial 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements (including of income, shareholders’ equity and cash flows for the notes thereto) (a) have been audited fiscal years ended on such dates, reported on by and accompanied by unqualified reports from PricewaterhouseCoopers LLP, (b) present fairly, in all material respects, the consolidated financial condition as at such date, and the consolidated results of operations and consolidated cash flows for the respective fiscal years then ended, of the Parent Borrower and its consolidated Subsidiaries. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby (except as approved by a Responsible Officer of the Parent Borrower, and (c) present fairly (on the basis disclosed in any such schedules and notes, and subject to the omission of footnotes to from such unaudited financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods). During the period from June 30December 31, 2019 2010, to and including the Effective Closing Date, except in connection with the consummation of the Transactions or as permitted by the Predecessor Term Loan Credit Agreement, there has been no sale, transfer or other Asset Disposition disposition by it or any of the Parent Borrower and its consolidated Subsidiaries of any material part of the business or property of Speedway Motorsports the Parent Borrower and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other personPerson) material in relation to the combined consolidated financial condition of Speedway Motorsports the Parent Borrower and its consolidated Subsidiaries, taken as a whole, in each case case, which is not reflected in the foregoing financial statements or in the notes thereto or and has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Closing Date.

Financial Condition. (a) The audited combined Company has heretofore furnished to each of the Banks consolidated and consolidating balance sheetssheets of the Company and its Subsidiaries as at December 31, 1997 and the related consolidated and consolidating statements of income income, shareholders' equity and statements of cash flows of Speedway Motorsports the Company and its Subsidiaries for the fiscal year ended December on said date, with the opinion thereon (in the case of said consolidated balance sheet and statements) of Deloitte & Touche LLP, and the unaudited consolidated and consolidating balance sheets of the Company and its Subsidiaries as at March 31, 2018 have heretofore been furnished 1998 and the related consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and its Subsidiaries for the three-month period ended on such date. All such financial statements present fairly, in all material respects, the consolidated financial condition of the Company and its Subsidiaries, and (in the case of said consolidating financial statements) the respective unconsolidated financial condition of the Company and of each of its Subsidiaries, as at said dates and the consolidated results of their operations, and (in the case of said consolidating statements) the respective unconsolidated results of operations of the Company and of each of its Subsidiaries, for the fiscal year and three-month period ended on said dates (subject, in the case of such financial statements as at March 31, 1998, to each Lendernormal year-end audit adjustments), all in accordance with generally accepted accounting principles and practices applied on a consistent basis. Such None of the Company nor any of its Subsidiaries has on the Effective Date any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said financial statements (including or in the notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (c) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end ofsaid dates. Since December 31, and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods. During the period from June 30, 2019 to and including the Effective Date1997, there has been no salematerial adverse change in the consolidated financial condition, transfer operations, business or other Asset Disposition by it or any prospects of the Company and its Subsidiaries of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material whole from that set forth in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case which is not reflected in the foregoing said financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Dateas at said date.

Financial Condition. (a) The audited combined consolidated balance sheets, statements sheets of income Hertz and statements its consolidated Subsidiaries as of cash flows of Speedway Motorsports for the year ended December 31, 2018 have heretofore been furnished to each Lender. Such financial 2002, December 31, 2003 and December 31, 2004 and the related consolidated statements (including of income, shareholders’ equity and cash flows for the notes thereto) (a) have been audited fiscal years ended on such dates, reported on by and accompanied by unqualified reports from PricewaterhouseCoopers LLP, (b) present fairly, in all material respects, the consolidated financial condition as at such date, and the consolidated results of operations and consolidated cash flows for the respective fiscal years then ended, of the Parent Borrower and its consolidated Subsidiaries. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby (except as approved by a Responsible Officer, and (c) present fairly (on the basis disclosed in any such schedules and notes, and subject to the omission of footnotes to from such unaudited financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods). During the period from June 30December 31, 2019 2004 to and including the Effective Closing Date, except as provided in the Acquisition Agreement and in connection with the consummation of the Transactions, there has been no sale, transfer or other Asset Disposition disposition by it or any of the Parent Borrower and its consolidated Subsidiaries of any material part of the business or property of Speedway Motorsports the Parent Borrower and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other personPerson) material in relation to the combined consolidated financial condition of Speedway Motorsports the Parent Borrower and its consolidated Subsidiaries, taken as a whole, in each case case, which is not reflected in the foregoing financial statements or in the notes thereto or and has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Closing Date.

Financial Condition. The audited combined balance sheetsCompany has heretofore delivered to Lenders, pursuant to subsection 3.1G, (i) statements of income income, balance sheets and statements of cash flows of Speedway Motorsports with respect to Company and its Subsidiaries for the year Fiscal Year ended December 31, 2018 have heretofore been furnished 2002 and (ii) statements of income, balance sheets and statements of cash flows with respect to each LenderCompany and its Subsidiaries for the Fiscal Quarters ended March 31, 2003, June 30, 2003 and September 30, 2003. Such All such statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements (including as at the notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been prepared in accordance with GAAP consistently applied throughout respective dates thereof and the periods covered thereby and (c) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of Speedway Motorsports and its combined Subsidiaries as the entities described therein for each of the periods then ended, subject, in the case of any such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly periodto changes resulting from audit and normal year-end adjustments. No Borrower has, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods. During the period from June 30, 2019 to and including the Effective Closing Date, there has been no saleany Contingent Obligation, transfer contingent liability or other Asset Disposition by it or any of its Subsidiaries of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case which unusual long-term commitment that is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing and, as of any date subsequent to the Closing Date, is not reflected in the most recent financial statements delivered to Lenders pursuant to subsection 5.1 or the notes thereto (other than (a) those liabilities reflected on or prior the Schedules to this Agreement and (b) Performance Guaranties and Contingent Obligations that are permitted to be incurred under subsection 6.4) 62 and that, in any such case, is material in relation to the Effective Datebusiness, operations, properties, assets or financial condition of Company or any of its Subsidiaries taken as a whole.

Financial Condition. The audited combined balance sheetsCompany has heretofore delivered to Lenders, pursuant to subsection 3.1G, (i) statements of income income, balance sheets and statements of cash flows of Speedway Motorsports with respect to Company and its Subsidiaries for the year Fiscal Year ended December 31, 2018 have heretofore been furnished 2002 and (ii) statements of income, balance sheets and statements of cash flows with respect to each LenderCompany and its Subsidiaries for the Fiscal Quarters ended March 31, 2003, June 30, 2003 and September 30, 2003. Such All such statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements (including as at the notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been prepared in accordance with GAAP consistently applied throughout respective dates thereof and the periods covered thereby and (c) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of Speedway Motorsports and its combined Subsidiaries as the entities described therein for each of the periods then ended, subject, in the case of any such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly periodto changes resulting from audit and normal year-end adjustments. No Borrower has, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods. During the period from June 30, 2019 to and including the Effective Closing Date, there has been no saleany Contingent Obligation, transfer contingent liability or other Asset Disposition by it or any of its Subsidiaries of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case which unusual long-term commitment that is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing and, as of any date subsequent to the Closing Date, is not reflected in the most recent financial statements delivered to Lenders pursuant to subsection 5.1 or the notes thereto (other than (a) those liabilities reflected on or prior the Schedules to this Agreement and (b) Performance Guaranties and Contingent Obligations that are permitted to be incurred under subsection 6.4) and that, in any such case, is material in relation to the Effective Datebusiness, operations, properties, assets or financial condition of Company or any of its Subsidiaries taken as a whole.

Financial Condition. The Company has delivered to each Purchaser of the Series A Notes, the Series B Notes and any Accepted Notes the following financial statements identified by a principal financial officer of the Company: (a) consolidated balance sheets of the Company and its Subsidiaries as at December 31st in each of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 90 days prior to such date for which audited combined balance sheets, financial statements have not been released) and consolidated statements of income income, cash flows and shareholders’ equity of the Company and its Subsidiaries for each such year, all reported on by PricewaterhouseCoopers LLP or such other independent public accountants acceptable to the Required Holders and (b) consolidated balance sheets of the Company and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidated statements of income, cash flows of Speedway Motorsports and shareholders’ equity for the year ended December 31periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, 2018 have heretofore been furnished to each Lenderprepared by the Company. Such All of said financial statements (including in each case the notes theretorelated schedules and notes) (a) have been audited by PricewaterhouseCoopers LLP, (b) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods indicated and have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (c) present fairly (on the basis disclosed involved except as set forth in the footnotes to such financial statements) notes thereto (subject, in the combined financial condition, results case of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such any interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout to normal year-end adjustments and the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results absence of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods. During the period from June 30, 2019 to and including the Effective Date, there has been no sale, transfer or other Asset Disposition by it or any of its Subsidiaries of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Datefootnotes).

Financial Condition. (a) The audited combined consolidated balance sheets, sheets and income statements of income and statements of cash flows of Speedway Motorsports the Consolidated Parties for the fiscal year ended December 31, 2018 have heretofore been furnished to each Lender. Such financial statements 2009 (including the notes thereto) (ai) have been audited by PricewaterhouseCoopers (A) with respect to the Acquired Company, Ernst & Young and (B) with respect to the other Consolidated Parties, KPMG LLP, (bii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ciii) present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the combined consolidated financial condition, results of operations and cash flows of Speedway Motorsports each of the Consolidated Parties referred in clauses (A) and its combined Subsidiaries (B) of this paragraph as of such date and for such periods, it being understood that each of the Acquired Company and the other Consolidated Parties were independent businesses and not aggregated for purposes of preparing consolidated financial statements for periods prior to the First Amendment Effective Date. The unaudited interim balance sheets of Speedway Motorsports each of the Consolidated Parties referred in clauses (A) and its consolidated Subsidiaries (B) of this paragraph as at the end of, and the related unaudited interim statements of income earnings and of cash flows for, each fiscal quarterly period ended after December 31, 2009 and prior to the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, First Amendment Effective Date (i) have been prepared in accordance with GAAP consistently applied for interim financial statements throughout the periods covered thereby thereby, and (ii) present fairly (on in all material respects the basis disclosed in the footnotes to such financial statements) the combined consolidated and consolidating financial condition, results of operations and cash flows of Speedway Motorsports the of each of the Consolidated Parties referred in clauses (A) and its consolidated Subsidiaries (B) of this paragraph as of such date and for such periodsperiods except that they do not contain the materials and disclosures to be found in notes to financial statements prepared in accordance with GAAP nor do they reflect year-end adjustments. During Other than the Medfinders Acquisition, during the period from June 30December 31, 2019 2009 to and including the First Amendment Effective Date, there has been no sale, transfer or other Asset Disposition disposition by it or any of its Subsidiaries Consolidated Party of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiariesthe Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other personPerson) material in relation to the combined consolidated financial condition of Speedway Motorsports and its consolidated Subsidiariesthe Consolidated Parties, taken as a whole, in each case case, which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Datethereto.

Financial Condition. The audited combined balance sheetsAudited Financial Statements of the Company and the Unaudited Financial Statements of the Company and the notes thereto present fairly the consolidated financial condition of the Company and its Subsidiaries as of such dates, statements and the consolidated results of income their operations and statements of cash flows of Speedway Motorsports for the year ended December 31, 2018 have heretofore been furnished to each Lenderfiscal periods then ended. Such financial statements (including The Audited Financial Statements of the notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) Company and the Unaudited Financial Statements of the Company have been prepared in accordance with GAAP applied consistently applied throughout the periods covered thereby and (c) present fairly (on the basis presented except as disclosed in the footnotes to such financial statements) statements and the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periodsnotes thereto. The unaudited interim balance sheets Audited Financial Statements of Speedway Motorsports and its the Acquired Business, together with the notes thereto, give a fair view of the consolidated Subsidiaries financial position of the Acquired Business as at the end of, date to which they were prepared and for the related unaudited interim statements of income financial years then ended and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been were prepared in accordance with GAAP IFRS applied consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis presented except as disclosed in the footnotes to such financial statements) statements and the combined notes thereto. To the knowledge of the Company, the Unaudited Financial Statements of the Acquired Business fairly represent the financial condition, results position of operations the Acquired Business as at the date to which they were prepared and cash flows of Speedway Motorsports for the financial quarters to which they relate and its consolidated Subsidiaries as were prepared on a basis consistent with IFRS (to the extent appropriate in the context of such date and for such periodsaccounts). During Neither the period from June 30, 2019 to and including the Effective Date, there has been no sale, transfer or other Asset Disposition by it or Company nor any of its Subsidiaries (in the case of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material in relation following relating to the combined financial condition of Speedway Motorsports and its consolidated SubsidiariesAcquired Business for the period from January 1, taken as a whole2013 through the Closing Date, in each case to the Company’s knowledge) has any material Contingent Obligation or any material obligation, liability or commitment, direct or contingent (including, without limitation, any liability for taxes or any material forward or long-term commitment), which is (a) not reflected in the foregoing financial statements or in and the notes thereto or has not otherwise been disclosed in writing (b) prohibited to the Lenders on or prior to the Effective Datebe incurred under this Agreement.

Financial Condition. (a) The (i) audited combined income statement of Xxxxx for the fiscal years ending as at January 29, 2011, January 28, 2012 and February 2, 2013, reported on by and accompanied by an unqualified report from PricewaterhouseCoopers LLP, and (ii) unaudited consolidated balance sheetssheet of Xxxxx as of April 27, 2013 and August 3, 2013, and related consolidated statements of income and statements of cash flows of Speedway Motorsports for the year fiscal quarters ended December 31on such dates present fairly in all material respects the financial condition of Xxxxx as at such dates, 2018 have heretofore been furnished to each Lenderand the results of its operations and its cash flows (as applicable) for the respective periods then ended. Such All such financial statements (statements, including the related schedules and notes thereto) (a) have been audited by PricewaterhouseCoopers LLPthereto and normal year end adjustments, (b) have been prepared in accordance with GAAP applied consistently applied throughout the periods covered thereby involved (except as approved by the aforementioned firm of accountants and (c) present fairly (on the basis disclosed therein and, in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as case of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly periodsubject to normal year-end adjustments and the absence of footnotes). Except as set forth on Schedule 5.01, as of the Closing Date, none of Parent or its Subsidiaries (i) have been prepared has any material Guarantee Obligations, contingent liabilities or material liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are not reflected in the most recent financial statements referred to in this paragraph but which would in accordance with GAAP consistently applied throughout be so reflected in a consolidated balance sheet of the periods covered thereby Parent its Subsidiaries as of the Closing Date and (ii) present fairly (on the basis disclosed in the footnotes is party to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods. During the period from June 30, 2019 any arrangement to and including the Effective Date, there has been no sale, transfer pay principal or other Asset Disposition by it or interest with respect to any of its Subsidiaries Indebtedness of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case Person which is not reflected in the foregoing most recent financial statements referred to in this paragraph, (x) which was incurred by the Parent or any of its Subsidiaries or guaranteed by the Parent or any of its Subsidiaries at any time or the proceeds of which are or were transferred to or used by the Parent or any of its Subsidiaries and (y) the payments in respect of which are intended to be made with the notes thereto proceeds of payments to such Person by the Parent or has not otherwise been disclosed in writing to any of its consolidated Subsidiaries or with any Indebtedness or Equity Interests issued by the Lenders on Parent or prior to the Effective Dateany such Subsidiary.

Financial Condition. The Borrower has heretofore delivered to Agent, at Agent's request, the following financial statements and information: (i) the audited combined balance sheetssheet of COPT at December 31, 1997 and the related consolidated statements of income income, shareholders' equity and statements of cash flows of Speedway Motorsports COPT for the year 12 months then ended; (ii) the unaudited statements of Property Gross Revenue and Property Operating Expenses for each of the Properties for the calendar years ended December 31, 2018 have heretofore been furnished 1997, and the two immediately prior calendar years if available after Borrower's diligent efforts to each Lender. Such obtain the same; and (iii) the consolidated financial statements of COPT and its Subsidiaries required to be delivered to Agent pursuant to this Agreement. The statements referred to in clause (including i) of the notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been preceding sentence were prepared in accordance conformity with GAAP consistently applied throughout and fairly present, in all material respects, the periods covered thereby and (c) present fairly (on the basis disclosed in the footnotes to such consolidated financial statements) the combined financial condition, results position of operations and cash flows of Speedway Motorsports COPT and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, date thereof and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, consolidated results of operations and cash flows of Speedway Motorsports COPT and its consolidated Subsidiaries as of such date and for such periods. During the period then ended, subject to changes resulting from June 30, 2019 to audit and including normal year end adjustments. On the Effective Closing Date, there has been no saleexcept as set forth in SCHEDULE 4.3.1 annexed hereto, transfer COPT and its Subsidiaries do not have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or other Asset Disposition by it or any of its Subsidiaries of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material long-term commitment not customarily involved in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case which their respective businesses that is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed and which is material in writing relation to the Lenders on business, operations, properties, assets or prior to the Effective Datecondition (financial or otherwise) of COPT and its Subsidiaries taken as a whole.

Financial Condition. (a) The audited combined consolidated balance sheetssheet of the Consolidated Parties, and the related consolidated statements of income earnings and statements of cash flows flows, as of Speedway Motorsports for the year ended December March 31, 2018 2014 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (ai) have been audited by PricewaterhouseCoopers KPMG LLP, (bii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ciii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined consolidated financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries the Consolidated Parties as at the end of, and the related unaudited interim statements of income earnings and of cash flows for, each quarterly period ended after March 31, 2014 and prior to 45 days prior to the fiscal quarter ended June 30, 2019 Closing Date have heretofore been furnished to each Lender. Such interim financial statements, statements for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined consolidated financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries the Consolidated Parties as of such date and for such periods. During the period from June 30March 31, 2019 2014 to and including the Effective Closing Date, there has been no sale, transfer or other Asset Disposition disposition by it or any of its Subsidiaries the Consolidated Parties of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiariesthe Consolidated Parties, taken as a whole, and there has been no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a wholeAcquisition, in each case which case, which, is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders Agent on or prior to the Effective Closing Date.

Financial Condition. The audited combined consolidated balance sheets, statements sheet of income the Borrower and statements its Subsidiaries as of cash flows of Speedway Motorsports for the year ended December 31, 2018 have heretofore been furnished to each Lender. Such financial 2014, and the related consolidated statements (including of income, retained earnings and cash flows for the notes thereto) (a) have been period then ended, audited by PricewaterhouseCoopers KPMG LLP, (b) heretofore delivered to the Lender, are complete and correct and fairly present the consolidated financial condition of the Borrower and its Subsidiaries and the consolidated results of its operations and changes in its financial position as of the date and for the period referred to therein and have been prepared in accordance with GAAP consistently applied throughout GAAP. The internally prepared consolidated balance sheets of the periods covered thereby and (c) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports Borrower and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end ofSeptember 30, 2015, and the related unaudited interim consolidated statements of income for the period then ended, heretofore delivered to the Lender, are complete and correct and fairly present the financial condition of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished Borrower and its Subsidiaries as of the date and for the period referred to each Lender. Such interim financial statements, for each such quarterly period, (i) therein and have been prepared in accordance with GAAP consistently applied throughout GAAP, subject to the periods covered thereby absence of footnotes and (ii) present fairly (on to normal year-end audit adjustments. There are no liabilities required to be reflected by GAAP, direct or indirect, fixed or contingent, of the basis disclosed Borrower and its Subsidiaries as of the dates of such balance sheets that are not reflected therein or in the footnotes to such financial statements) notes thereto. There has been no material adverse change in the combined financial condition, results operations or business prospects of operations and cash flows of Speedway Motorsports the Borrower and its consolidated Subsidiaries as since the dates of such date balance sheets, and for such periods. During the period from June 30, 2019 to and including the Effective Date, there has been no sale, transfer or other Asset Disposition by it material adverse change in the Borrower or any of its Subsidiaries of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Datesince such dates.

Financial Condition. The audited combined consolidated balance sheetssheet of the Borrower as at December 31, 1999, and the related audited consolidated statements of income operations, changes in stockholders' equity and statements of cash flows of Speedway Motorsports for the fiscal year ended December 31on such date, 2018 certified by the Accountants and to the best of his knowledge by a Responsible Officer of the Borrower, copies of which have heretofore been furnished to each Lender, present fairly the consolidated financial condition of the Borrower as at such date in all material respects, the consolidated results of its operations and consolidated cash flows for the fiscal year then ended in all material respects. Such The unaudited consolidated balance sheet of the Borrower as at June 30, 2000 and the related unaudited consolidated statements of operation and cash flows for the six-month period ended on such date, certified to the best of his knowledge by a Responsible Officer of the Borrower copies of which have heretofore been furnished to each Lender, present fairly the consolidated financial condition of the Borrower as at such date in all material respects, and the consolidated results of its operations and its consolidated cash flows for the six-month period then ended. All such financial statements (the "Financial Statements"), including the related schedules and notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been prepared in accordance with GAAP applied consistently applied throughout the periods covered thereby involved (except as approved by such Accountants or Responsible Officers, as the case may be, and (c) present fairly (on the basis as disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date therein and for such periodsthe absence of notes). The unaudited interim balance sheets of Speedway Motorsports and its Borrower, on a consolidated Subsidiaries as basis, had, at the end ofdate of the most recent balance sheet referred to above, and the related unaudited interim statements of income and of cash flows forno material Guarantee Obligation, the fiscal quarter ended June 30contingent liability or liability for taxes, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods. During the period from June 30, 2019 to and including the Effective Date, there has been no sale, transfer or other Asset Disposition by it or any of its Subsidiaries of long-term lease or unusual forward or long-term commitment, including, without limitation, any material part of the business interest rate or property of Speedway Motorsports and its consolidated Subsidiariesforeign currency swap or exchange transaction, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed and which is material in writing relation to the Lenders on or prior to the Effective Daterespective consolidated financial condition of such entities at such date.

Financial Condition. The audited combined balance sheetsCompany has since February 8, 2000 timely filed with the SEC any required reports and forms and other documents (the “Company SEC Documents”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and none of the Company SEC Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of income the Company included in the Company SEC Documents complied as to form, when filed, in all material respects with applicable accounting requirements and statements the published rules and regulations of cash flows of Speedway Motorsports for the year ended December 31SEC with respect thereto, 2018 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been prepared in accordance with GAAP consistently generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied throughout on a consistent basis during the periods covered thereby and involved (c) present fairly (on the basis disclosed except as may be indicated in the footnotes to such notes thereto) and fairly present, in all material respects, the financial statements) position of the combined financial condition, Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of Speedway Motorsports the unaudited statements to normal year-end audit adjustments). Except as set forth in the Company SEC Documents filed prior to the date of this Agreement and publicly available and except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the most recent balance sheet included in the Company SEC Documents, neither the Company nor any of its combined Subsidiaries as has any material liabilities or obligations of such date and for such periods. The unaudited interim any nature (whether accrued, absolute, contingent or otherwise) required by generally accepted accounting principles to be set forth on a balance sheets sheet of Speedway Motorsports the Company and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods. During the period from June 30, 2019 to and including the Effective Date, there has been no sale, transfer or other Asset Disposition by it or any of its Subsidiaries of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Datethereto.

Financial Condition. The audited combined consolidated and consolidating ------------------- balance sheetssheets of the Borrowers as of August 31, 1995 (certified by Ernst & Young) and June 30, 1996, together with statements of income profit and statements loss and of cash flows of Speedway Motorsports surplus for the year period then ended, together with the ten month interim statement for the period ended December June 30, 1996, prepared by the Borrowers, and together with the projections of financial condition for fiscal years ending August 31, 2018 have 1996, August 31, 1997 and August 31, 1998, prepared by the Borrowers, all of which were heretofore been furnished delivered to each Lender. Such the Bank, are complete and correct and fairly present the financial statements (including position of the notes theretoBorrowers and the results of their operations and transactions in their surplus account(s) (a) have been audited by PricewaterhouseCoopers LLP, (b) as of the dates and for the periods referred to and have been prepared in accordance with GAAP consistently applied on a consistent basis throughout the periods covered thereby and (c) present fairly (on period involved; provided, however, that to the basis disclosed in extent such balance sheets reflect the footnotes to financial information of any corporation acquired by the Borrowers during the current fiscal year, such financial statements) information complies with GAAP to the combined best of the Borrower's knowledge except as specifically noted, since full audit of the acquired corporation's financial condition, results information will not take place until the fiscal year end. There are no liabilities (of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim the type required to be reflected on balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial conditionGAAP), results direct or indirect, fixed or contingent, of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries any Borrower as of the date of such date and for such periods. During the period from June 30, 2019 to and including the Effective Date, there has been no sale, transfer or other Asset Disposition by it or any of its Subsidiaries of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case balance sheets which is are not reflected in the foregoing financial statements therein or in the notes thereto thereto. There has been no material adverse change in the financial condition or operations of any Borrower since the date of such balance sheets (and to any Borrower's knowledge no such material adverse change is pending or threatened), and no Borrower has not otherwise been guaranteed the obligations of, or made any investment in or loans to, any person except as disclosed in writing such balance sheets. Each Borrower has good and marketable title to all of its properties and assets, and all of such properties and assets are free and clear of encumbrances, except as reflected on such balance sheets or in the Lenders on or prior to the Effective Datenotes thereto.

Financial Condition. The Borrower has heretofore delivered to Lenders, at Lenders' request, the following financial statements and information: (i) the audited combined consolidated and consolidating balance sheetssheets of LVSI and its Subsidiaries as at December 31, 2000 and the related consolidated and consolidating statements of income income, stockholders' equity and statements of cash flows of Speedway Motorsports LVSI and its Subsidiaries for the year Fiscal Year then ended December 31and (ii) the unaudited consolidated and consolidating balance sheets of LVSI and its Subsidiaries as at June 30, 2018 have heretofore been furnished to each Lender2001 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of LVSI and its Subsidiaries for the six months then ended. Such All such statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements (including as at the notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been prepared in accordance with GAAP consistently applied throughout respective dates thereof and the periods covered thereby and (c) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of Speedway Motorsports and its combined Subsidiaries as the entities described therein for each of the periods then ended, subject, in the case of any such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, to changes resulting from audit and normal year-end adjustments. Except for each such quarterly periodobligations under the Operative Documents, Borrower does not (iand will not following the funding of the initial Loans) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial conditionany Contingent Obligation, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and contingent liability or liability for such periods. During the period from June 30taxes, 2019 to and including the Effective Date, there has been no sale, transfer long-term lease or other Asset Disposition by it forward or any of its Subsidiaries of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case which long-term commitment that is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed and which in writing any such case is material in relation to the Lenders on business, operations, properties, assets, financial condition or prior to the Effective Dateprospects of Borrower and its Subsidiaries taken as a whole.

Financial Condition. The audited combined balance sheets, statements of income and statements of cash flows of Speedway Motorsports for the year ended December 31, 2018 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (a) The Audited Financial Statements (i) have been audited by PricewaterhouseCoopers KPMG LLP, (bii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby thereby, except as otherwise expressly noted therein and (ciii) present fairly (on the basis disclosed in the footnotes to such financial statements) in all material respects the combined consolidated financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries the Consolidated Parties as at the end of, and the related unaudited interim statements of income earnings and of cash flows for, each quarterly period ended after December 31, 2013 and prior to the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, Restatement Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby thereby, except as otherwise expressly noted therein and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) in all material respects the combined consolidated financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries the Consolidated Parties as of such date and for such periods. During the period from June 30December 31, 2019 2013 to and including the Effective Restatement Date, there has been no sale, transfer or other Asset Disposition disposition by it or any of its Subsidiaries Consolidated Party of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiariesthe Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other personPerson) material in relation to the combined consolidated financial condition of Speedway Motorsports and its consolidated Subsidiariesthe Consolidated Parties, taken as a whole, in each case case, which is not reflected in the foregoing financial statements or in the notes thereto or and has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Restatement Date. As of the Restatement Date, the Borrowers and their Subsidiaries have no material liabilities (contingent or otherwise) that are not reflected in the foregoing financial statements or in the notes thereto.

Financial Condition. (a) The audited combined consolidated balance sheets, sheets and income statements of income and statements of cash flows of Speedway Motorsports the Consolidated Parties for the year fiscal years ended December 31, 2018 have heretofore been furnished to each Lender. Such financial statements 1999, December 31, 2000 and December 31, 2001 (including the notes thereto) (ai) have been audited by PricewaterhouseCoopers LLPDeloitte Touche Tohmatsu, (bii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ciii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined consolidated financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries the Consolidated Parties as at the end of, and the related unaudited interim statements of income earnings and of cash flows for, each fiscal month and quarterly period ended after December 31, 2000 and prior to the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, Closing Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined consolidated financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries the Consolidated Parties as of such date and for such periods. During the period from June 30December 31, 2019 2001 to and including the Effective Closing Date, there has been no sale, transfer or other Asset Disposition disposition by it or any of its Subsidiaries Consolidated Party of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiariesthe Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other personPerson) material in relation to the combined consolidated financial condition of Speedway Motorsports and its consolidated Subsidiariesthe Consolidated Parties, taken as a whole, in each case case, which is not reflected in the foregoing financial statements or in the notes thereto or and has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Closing Date. As of the Closing Date, the Borrower and its Subsidiaries have no material liabilities (contingent or otherwise) that are not reflected in the foregoing financial statements or in the notes thereto.

Financial Condition. (a) The audited combined consolidated balance sheets, sheets and income statements of income and statements of cash flows of Speedway Motorsports the Consolidated Parties for the year fiscal years ended December 31, 2018 have heretofore been furnished to each Lender. Such financial statements 2002, December 31, 2003 and December 31, 2004 (including the notes thereto) (ai) have been audited by PricewaterhouseCoopers KPMG LLP, (bii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby thereby, except as otherwise expressly noted therein and (ciii) present fairly (on the basis disclosed in the footnotes to such financial statements) in all material respects the combined consolidated financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries the Consolidated Parties as at the end of, and the related unaudited interim statements of income earnings and of cash flows for, each quarterly period ended after December 31, 2004 and prior to the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, Closing Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby thereby, except as otherwise expressly noted therein and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) in all material respects the combined consolidated financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries the Consolidated Parties as of such date and for such periods. During the period from June 30December 31, 2019 2004 to and including the Effective Closing Date, there has been no sale, transfer or other Asset Disposition disposition by it or any of its Subsidiaries Consolidated Party of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiariesthe Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other personPerson) material in relation to the combined consolidated financial condition of Speedway Motorsports and its consolidated Subsidiariesthe Consolidated Parties, taken as a whole, in each case case, which is not reflected in the foregoing financial statements or in the notes thereto or and has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Closing Date. As of the Closing Date, the Borrowers and their Subsidiaries have no material liabilities (contingent or otherwise) that are not reflected in the foregoing financial statements or in the notes thereto.

Financial Condition. (a) The audited combined consolidated balance sheetssheet of the Borrower as at May 31, 1996 and the related unaudited consolidated statements of income and statements of cash flows of Speedway Motorsports for the fiscal year ended December 31on such date, 2018 copies of which have heretofore been furnished to each the Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal year then ended. Such All such financial statements (statements, including the related schedules and notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been prepared in accordance with GAAP applied consistently applied throughout the periods covered thereby and involved (c) present fairly (on except as approved by such accountants or Responsible Officer of the basis disclosed in Borrower, as the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end ofcase may be, and as disclosed therein). At the related unaudited interim statements date of income and of cash flows forthe most recent balance sheet referred to above, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, Borrower had (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and no material Guarantee Obligation, (ii) present fairly to its knowledge, no contingent liability, (on the basis disclosed iii) no liability for taxes, (iv) no long-term lease, and (v) no unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, in each case which is not reflected in the footnotes to such financial statements) foregoing statements or in the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periodsnotes thereto. During the period from June 30May 31, 2019 1996 to and including the Effective Date, date hereof there has been no sale, transfer or other Asset Disposition disposition by it or any of its Subsidiaries the Borrower of any material part of the its business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other personPerson) material in relation to the combined financial condition of Speedway Motorsports the Borrower at May 31, 1996. (b) The unaudited consolidated balance sheet of the Borrower as at August 31, 1996 and the related unaudited consolidated statements of income and of cash flows for the three-month period ended on such date, certified by an Responsible Officer of the Borrower, copies of which have heretofore been furnished to the Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Borrower as at such date, and the results of its operations and its consolidated Subsidiariescash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, taken including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as a wholeapproved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). At the date of the most recent balance sheet referred to above, the Borrower had (i) no material Guarantee Obligation, (ii) to its knowledge, no contingent liability, (iii) no liability for taxes, (iv) and no long-term lease, and (v) no unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, in each case which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise thereto. (c) The operating forecast and cash flow projections of the Borrower, copies of which have heretofore been disclosed in writing furnished to the Lenders on or prior Lender, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP. The Borrower has no reason to believe that as of the Effective Date.date of delivery thereof such operating forecast and cash flow projections are not a fair and reasonable presentation of the projected financial position, results of operations and changes in cash flows of the Borrower for the periods indicated, based upon the assumptions stated therein, which assumptions the Borrower believes to be reasonable. 4.2

Financial Condition. (a) The audited combined balance sheetsconsolidated financial statements of the Company and its Subsidiaries dated December 31, 1996, and the related consolidated statements of income or operations, shareholders' equity and cash flows for the fiscal year ended on that date and the unaudited consolidated financial statements of the Company and its Subsidiaries dated June_30, 1997, and the related consolidated statements of income or operations, shareholders equity and cash flows of Speedway Motorsports for the year fiscal quarter ended December 31, 2018 have heretofore been furnished to each Lender. Such financial statements on such date: (including the notes theretoi) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been were prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (c) present fairly (on the basis disclosed thereby, except as otherwise expressly noted therein, subject, in the footnotes to such case of the June_30, 1997 financial statements, to ordinary, good faith year end audit adjustments; (ii) fairly present the combined financial condition, condition of the Company and its Subsidiaries as of the date thereof and results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby thereby; and (iiiii) present fairly (on the basis except as specifically disclosed in Schedule 6.11, show all material indebtedness and other liabilities, direct or contingent, of the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports Company and its consolidated Subsidiaries as of such the date thereof, including liabilities for taxes, material Contractual Obligations (other than those incurred in the ordinary course of business) and for such periodsContingent Obligations. During the period from June 30(b) Since June_30, 2019 to and including the Effective Date, 1997 there has been no sale, transfer or other Asset Disposition by it or any of its Subsidiaries of any material part Material Adverse Effect. (c) The Company has furnished to the Agent and the Banks a pro forma balance sheet of the business or property of Speedway Motorsports Company and its consolidated Subsidiaries, taken reflecting the Xxxxxx Acquisition, the issuance of the 1997_Senior Notes and the AIP Purchase, dated as a wholeof June_30, 1997 (the Pro Forma Balance Sheet ). To the best knowledge of the Company, the Pro Forma Balance Sheet fairly presents the assets, liabilities and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports the Company and its consolidated SubsidiariesSubsidiaries as of the Closing Date and there are no omissions from the Pro Forma Balance Sheet, taken as a whole, in each case which is or other facts and circumstances not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Date.Pro Forma Balance Sheet, which would be material under GAAP. 6.12

Financial Condition. (a) (i) The audited combined consolidated balance sheets, sheets and income statements of income Bagcraft and statements of cash flows of Speedway Motorsports its Subsidiaries for the year ended December 31, 2018 fiscal years 1996 and 1997 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (ai) have been audited by PricewaterhouseCoopers LLPCoopers & Xxxxxxx, (bii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ciii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined consolidated financial condition, results of operations and cash flows of Speedway Motorsports Bagcraft and its combined Subsidiaries as of such date and for such periods. The unaudited interim consolidated balance sheets of Speedway Motorsports Bagcraft and its consolidated Subsidiaries as at of the end of, and the related unaudited interim consolidated statements of income earnings and of cash flows for, each fiscal month and quarterly period ended after October 31, 1998 and prior to the fiscal quarter ended June 30, 2019 Closing Date have heretofore been furnished to each Lender. Such interim financial statements, statements for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined consolidated financial condition, results of operations and cash flows of Speedway Motorsports Bagcraft and its consolidated Subsidiaries as of such date and for such periods. During the period from June 30October 31, 2019 1998 to and including the Effective Closing Date, there has been no sale, transfer or other Asset Disposition disposition by it Bagcraft or any of its Subsidiaries of any material part of the business or property of Speedway Motorsports Bagcraft and its consolidated Subsidiaries, Subsidiaries taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other personPerson) material in relation to the combined consolidated financial condition of Speedway Motorsports Bagcraft and its consolidated Subsidiaries, Subsidiaries taken as a whole, in each case case, which is not reflected in the foregoing financial statements or in the notes thereto or and has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Closing Date.

Financial Condition. (a) The audited combined consolidated balance sheets, sheets and income statements of income and statements of cash flows of Speedway Motorsports the Consolidated Parties for the fiscal year ended December 31, 2018 have heretofore been furnished to each Lender. Such financial statements 2009 (including the notes thereto) (ai) have been audited by PricewaterhouseCoopers (A) with respect to the Acquired Company, Ernst & Young and (B) with respect to the other Consolidated Parties, KPMG LLP, (bii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ciii) present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the combined consolidated financial condition, results of operations and cash flows of Speedway Motorsports each of the Consolidated Parties referred in clauses (A) and its combined Subsidiaries (B) of this paragraph as of such date and for such periods, it being understood that each of the Acquired Company and the other Consolidated Parties were independent businesses and not aggregated for purposes of preparing consolidated financial statements for periods prior to the Closing Date. The unaudited interim balance sheets of Speedway Motorsports each of the Consolidated Parties referred in clauses (A) and its consolidated Subsidiaries (B) of this paragraph as at the end of, and the related unaudited interim statements of income earnings and of cash flows for, each fiscal quarterly period ended after December 31, 2009 and prior to the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, Closing Date (i) have been prepared in accordance with GAAP consistently applied for interim financial statements throughout the periods covered thereby thereby, and (ii) present fairly (on in all material respects the basis disclosed in the footnotes to such financial statements) the combined consolidated and consolidating financial condition, results of operations and cash flows of Speedway Motorsports the of each of the Consolidated Parties referred in clauses (A) and its consolidated Subsidiaries (B) of this paragraph as of such date and for such periodsperiods except that they do not contain the materials and disclosures to be found in notes to financial statements prepared in accordance with GAAP nor do they reflect year-end adjustments. During Other than the Medfinders Acquisition, during the period from June 30December 31, 2019 2009 to and including the Effective Closing Date, there has been no sale, transfer or other Asset Disposition disposition by it or any of its Subsidiaries Consolidated Party of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiariesthe Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other personPerson) material in relation to the combined consolidated financial condition of Speedway Motorsports and its consolidated Subsidiariesthe Consolidated Parties, taken as a whole, in each case case, which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Datethereto.

Financial Condition. The audited combined consolidated balance sheetssheets of the Borrower and its consolidated Subsidiaries as at September 30, 1997 and the related consolidated statements of income and statements of cash flows of Speedway Motorsports for the year fiscal period ended December 31on such date, 2018 copies of which have heretofore been furnished to each Lenderthe Agent, are complete and correct and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date and the consolidated results of their operations and their consolidated cash flows for the fiscal period then ended. Such All such financial statements (statements, including the related schedules and notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been prepared in accordance with GAAP applied consistently applied throughout the periods covered thereby involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, (a) any material Guarantee Obligation, except for Guarantee Obligations in existence as of the date hereof and listed on Schedule VI, (b) any contingent liability or liability for taxes or (c) present fairly (on the basis disclosed any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim foregoing statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed or in the footnotes notes thereto. Except to such financial statements) the combined financial conditionextent permitted under this Agreement or as disclosed to the Agent prior to the date hereof, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries or as of such otherwise separately disclosed to the Agent in writing prior to the date and for such periods. During the period from June 30, 2019 to and including the Effective Datehereof, there has been no sale, transfer or other Asset Disposition disposition by it the Borrower or any of its consolidated Subsidiaries of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock capital stock of any other personPerson) material in relation to the combined consolidated financial condition of Speedway Motorsports the Borrower and its consolidated SubsidiariesSubsidiaries at September 30, taken as a whole1997 during the period from September 30, in each case which is not reflected in 1997 to and including the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Datedate hereof.

Financial Condition. The audited combined balance sheets, statements of income and statements of cash flows of Speedway Motorsports for the year ended December 31, 2018 have Company has heretofore been furnished delivered to each Lender. Such Purchaser the financial statements (including the notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been and information described in Paragraph 3A(4). All such statements other than pro forma or projected financial statements were prepared in accordance conformity with GAAP consistently applied throughout and fairly present, in all material respects, the periods covered thereby and (c) present fairly financial position (on a consolidated basis) of the basis disclosed entities described in the footnotes to such financial statements) statements as at the combined financial condition, respective dates thereof and the results of operations and cash flows (on a consolidated basis) of Speedway Motorsports and its combined Subsidiaries as the entities described therein for each of the periods then ended, subject, in the case of any such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each to changes resulting from audit, absence of footnotes and normal year-end adjustments. Any projections and pro forma financial information are based upon good faith estimates and assumptions believed by Company to be reasonable at the time made, it being recognized by Purchasers that such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout projections as to future events are not to be viewed as facts and that actual results during the period or periods covered thereby and (ii) present fairly (on by any such projections may differ materially from the basis disclosed in projected results. As of the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods. During the period from June 30, 2019 to and including the Effective Closing Date, there has been no saleother than pursuant to the Related Agreements, transfer or other Asset Disposition by it none of OTG, the Parent or any of its Subsidiaries of any material part has (and immediately following the issuance of the business Notes will not have) any Contingent Obligation, contingent liability or property of Speedway Motorsports and its consolidated Subsidiariesliability for taxes, taken as a whole, and no purchase long-term lease or other acquisition by any of them of any business unusual forward or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case which long-term commitment that is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed and that, in writing any such case, is material in relation to the Lenders on business, operations, properties, assets or prior financial condition of OTG, the Parent or any of its Subsidiaries (except to the Effective Dateextent incurred after the period covered by such financial statements and such incurrence is permitted by this Agreement and except for any such matter that need not in accordance with GAAP be reflected in such financial statements and which has been otherwise expressly disclosed to the Holders in writing). After giving effect to the Transactions, the Transaction Parties shall not have Indebtedness other than Indebtedness under the Note Documents and the First Lien Credit Documents.

Financial Condition. The audited combined consolidated balance sheets, statements sheet of income the Company and statements of cash flows of Speedway Motorsports for the year ended its Subsidiaries as at December 31, 2018 have heretofore been furnished 1996 and the related audited consolidated statements of operations and stockholders' equity and cash flows for the fiscal year ended on such date present fairly the consolidated financial condition of the Company and its Subsidiaries as of such date, and the consolidated results of their operations and cash flows for the fiscal year then ended. The unaudited consolidated condensed balance sheet of the Company and its Subsidiaries as at March 31, 1997 and the related unaudited consolidated condensed statements of operations and stockholders' equity and cash flows for the three-month period ended on such date present fairly the consolidated financial condition of the Company and its Subsidiaries as of such date, and the consolidated results of their operations and cash flows for the three-month period then ended (subject to each Lendernormal year-end audit adjustments and the absence of footnotes). Such All such financial statements (including the notes thereto) (a) have been audited by PricewaterhouseCoopers LLPstatements, (b) have been prepared in accordance with GAAP (subject, in the case of the financial statements for the fiscal period ended March 31, 1997, to normal year-end audit adjustments and the absence of footnotes) applied consistently applied throughout the periods covered thereby and (c) present fairly (on the basis presented except as disclosed in the footnotes to such financial statements) statements or in writing to the combined financial condition, results Lenders prior to the date of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periodsthis Agreement. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at Neither the end of, and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods. During the period from June 30, 2019 to and including the Effective Date, there has been no sale, transfer or other Asset Disposition by it or Company nor any of its Subsidiaries of has any material part of the business Contingent Obligation or property of Speedway Motorsports and its consolidated Subsidiariesany material obligation, taken as a wholeliability or commitment, and no purchase direct or other acquisition by contingent (including, without limitation, any of them of liability for taxes or any business material forward or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiarieslong-term commitment), taken as a whole, in each case which is not (A) reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Datedate hereof or (B) permitted to be incurred under this Agreement.

Financial Condition. The audited combined consolidated balance sheetssheet of the Borrower and its Subsidiaries dated as of December 31, 1998 and the unaudited consolidated balance sheet of the Borrower and its Subsidiaries dated as of September 30, 1999 (the "Balance Sheet Date") and the related audited and unaudited, respectively, statements of income and statements of operations, cash flows and stockholders' equity of Speedway Motorsports the Borrower and its Subsidiaries for the year ended December 31periods ending on such dates, 2018 have including any related notes (the "Financial Statements"), all of which were heretofore been furnished to the Lenders, are true, correct and complete in all material respects and fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date of each Lender. Such financial statements (including the notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) such statement and have been prepared in accordance with GAAP generally accepted accounting principles consistently applied throughout the periods covered thereby and (c) present fairly (on the basis disclosed involved except, in the footnotes to such financial statements) the combined financial condition, results case of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby absence of footnotes and (ii) present fairly (on the basis disclosed subject to normal year-end adjustments that shall not be materially adverse in the footnotes aggregate. Other than as reflected in such Financial Statements and except for liabilities incurred in the ordinary course of business since the date thereof, the Borrower has no Indebtedness that is or would be material to such the financial statements) condition of the combined financial conditionBorrower, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periodsnor any material unrealized or unanticipated losses from any commitments. During Since the period from June 30, 2019 to and including the Effective Date, Balance Sheet Date there has been no sale, transfer material adverse change in the consolidated financial condition (as set forth in the Financial Statements) or other Asset Disposition by it or any results of operations of the Borrower and its Subsidiaries of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Date.

Financial Condition. The audited combined balance sheets, statements SCHEDULE 4.06(a) attached hereto is an unaudited analysis of income pay telephone revenues and statements expenses for each of cash flows of Speedway Motorsports the Sellers for the year years ended December 31, 2018 have heretofore been furnished 1997 and 1996, and for the interim period ending on the most recent practicable date (the "Latest Date"), and each of the Sellers will deliver to each Lender. Such financial statements (including Purchaser, at Purchaser's expense, prior to or at the notes theretoClosing an audited balance sheet and statement of income and surplus information for the same periods which will confirm the unaudited analyses set forth on SCHEDULE 4.06(a) (a) collectively, the "Financial Statements"). The Financial Statements are and will be complete and accurate, have been audited by PricewaterhouseCoopers LLP, (b) have been and will be prepared in accordance with GAAP generally accepted accounting principles, consistently applied throughout applied, and fairly present and will fairly present the financial condition and results of operations of Sellers as of the dates and for the periods covered thereby and (c) present fairly (on the basis disclosed indicated. There has been no material adverse change in the footnotes to such financial statements) the combined financial condition, results properties or business of operations and cash flows either of Speedway Motorsports and its combined Subsidiaries as the Sellers since the Latest Date. Neither of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end ofSellers has any liabilities, and the related unaudited interim statements of income and of cash flows forobligations or commitments, the fiscal quarter ended June 30whether absolute, 2019 have heretofore been furnished to each Lender. Such interim financial statementsaccrued, for each such quarterly periodcontingent or otherwise, other than (i) have been prepared liabilities disclosed or adequately provided for in accordance with GAAP consistently applied throughout the periods covered thereby Financial Statements and (ii) present fairly (on the basis disclosed liabilities incurred in the footnotes to such financial statements) ordinary course of business since the combined financial conditionLatest Date which individually and in the aggregate are not material in amount. At the date of Closing, results neither of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and the Sellers will have any outstanding liability for such periods. During the period from June 30borrowed money, 2019 to and including the Effective Date, there has been no sale, transfer or trade or other Asset Disposition by it payables whether absolute, accrued, contingent or any of its Subsidiaries of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiariesotherwise, taken other than those that shall be listed in a schedule identified as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other personSCHEDULE 4.06(b) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing be delivered to the Lenders on or prior to the Effective DatePurchaser at Closing.

Financial Condition. (a) The audited combined consolidated balance sheetssheet of the Consolidated Parties, and the related consolidated statements of income earnings and statements of cash flows flows, as of Speedway Motorsports for the year ended December March 31, 2018 2006 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (ai) have been audited by PricewaterhouseCoopers LLPKPMG Peat Marwick, (bii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ciii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined consolidated financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries the Consolidated Parties as at the end of, and the related unaudited interim statements of income earnings and of cash flows for, each quarterly period ended after March 31, 2006 and prior to the fiscal quarter ended June 30, 2019 Closing Date have heretofore been furnished to each Lender. Such interim financial statements, statements for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined consolidated financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries the Consolidated Parties as of such date and for such periods. During the period from June 30March 31, 2019 2006 to and including the Effective Closing Date, there has been no sale, transfer or other Asset Disposition disposition by it or any of its Subsidiaries the Consolidated Parties of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiariesthe Consolidated Parties, taken as a whole, and there has been no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a wholeAcquisition, in each case which case, which, is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders Agents on or prior to the Effective Closing Date.

Financial Condition. The Borrower has heretofore delivered to the Agent, at the Agent's request, the following financial statements and information: (i) the audited combined balance sheetssheet of COPT at December 31, 2000, and the related consolidated statements of income income, shareholders' equity and statements of cash flows of Speedway Motorsports COPT for the year 12 months then ended, (ii) the unaudited 39 statements of Property Gross Revenues and Property Operating Expenses for each of the Mortgaged Properties for the calendar years ended December 31, 2018 have heretofore been furnished 2000, and the two immediately prior calendar years if available after Borrower's diligent efforts to each Lender. Such obtain the same; and (iii) the consolidated financial statements of COPT and its Subsidiaries required to be delivered to the Agent pursuant to this Agreement. The statements referred to in clause (including i) of the notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been preceding sentence were prepared in accordance conformity with GAAP consistently applied throughout and fairly present, in all material respects, the periods covered thereby and (c) present fairly (on the basis disclosed in the footnotes to such consolidated financial statements) the combined financial condition, results position of operations and cash flows of Speedway Motorsports COPT and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, date thereof and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, consolidated results of operations and cash flows of Speedway Motorsports COPT and its consolidated Subsidiaries as of such date and for such periods. During the period then ended, subject to changes resulting from June 30audit and normal year end adjustments. Except as set forth on Schedule 4.3.1 annexed hereto, 2019 to COPT and including the Effective Dateits Subsidiaries do not have any Contingent Obligation, there has been no salecontingent liability or liability for taxes, transfer long-term lease or other Asset Disposition by it or any of its Subsidiaries of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material long-term commitment not customarily involved in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case which their respective businesses that is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed and which is material in writing relation to the Lenders on business, operations, properties, assets or prior to the Effective Datecondition (financial or otherwise) of COPT and its Subsidiaries, taken as a whole.

Financial Condition. The With respect to AHL, the audited combined balance sheets, consolidated financial statements of income and AHL, with respect to AHN, the unaudited consolidated financial statements of cash flows AHN, or, with respect to any other Unguaranteed Borrower, the consolidated financial statements of Speedway Motorsports such Unguaranteed Borrower provided pursuant to Section 13.02(c), in each case for the most recently completed fiscal year ended December 31prior to the Effective Date (in the case of AHL and AHN) and prior to the date it became a party to this Agreement (in the case of any other Unguaranteed Borrower), 2018 have in each case certified by a Financial Officer of AHL, AHN or such Unguaranteed Borrower, as the case may be, heretofore been furnished to each Lenderthe Lenders (in the case of AHL and AHN) and furnished at the time such other Unguaranteed Borrower becomes a party to this Agreement (in the case of any other Unguaranteed Borrower) fairly present in all material respects the consolidated financial condition of AHL, AHN or such other Unguaranteed Borrower and their respective Consolidated Subsidiaries, as the case may be, as at the dates thereof and the results of their operations for the periods covered thereby. Such The unaudited interim consolidated financial statements of such other Unguaranteed Borrower, for each fiscal quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to the first sentence of this Section 4.04 and prior to the time it became a party to this Agreement, furnished pursuant to Section 13.02(c) at the time such other Unguaranteed Borrower becomes a party to this Agreement fairly present in all material respects the consolidated financial condition of such other Unguaranteed Borrower, as the case may be, as at the dates thereof and the results of their operations for the periods covered thereby (including the notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been subject to normal year-end audit adjustments). Said financial statements were prepared in accordance with GAAP consistently applied throughout the periods covered thereby and GAAP. Since December 31, 1996 (c) present fairly (on the basis disclosed in the footnotes case of AHL and AHN) and since the date of the latest financial statements delivered with respect to such financial statements) other Unguaranteed Borrower pursuant to the combined financial condition, results first sentence of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods. During the period from June 30, 2019 to and including the Effective Datethis Section 4.04, there has been no sale, transfer Material Adverse Effect with respect to AHL or other Asset Disposition by it AHN or any of its Subsidiaries of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Datesuch Unguaranteed Borrower.

Financial Condition. The audited combined consolidated balance sheetssheet of the Seller and the Seller’s Consolidated Subsidiaries as at the fiscal year end 2006 set forth in the registration statement of the Seller filed with the Securities and Exchange Commission on February 1, statements of income and statements of cash flows of Speedway Motorsports 2007 (Registration No. 333–138591) (“Registration Statement”) for the year ended December 31then ended, 2018 have heretofore been furnished to each Lenderreported on without a “going concern” or like qualification arising out of the scope of the audit conducted by Deloitte & Touche LLP, are complete and correct and present fairly the consolidated financial condition of the Seller and the Seller’s Consolidated Subsidiaries as of such date. Such All such financial statements (statements, including the related schedules and notes thereto) thereto (a) have been audited by PricewaterhouseCoopers LLPif any), (b) have been prepared in accordance with GAAP applied consistently applied throughout the periods covered thereby and involved (c) present fairly (on except as disclosed therein). The Seller or any of the basis disclosed Seller’s Consolidated Subsidiaries had, as of the date of the most recent balance sheet referred to above, any material contingent liability or liability for taxes, or any long term lease or unusual forward or long term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, that is not reflected in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim foregoing statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed or in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periodsnotes thereto. During the period from June 30December 31, 2019 2006, to and including the Effective Datedate hereof, there has been no sale, transfer or other Asset Disposition disposition by it the Seller or any of its the Seller’s Consolidated Subsidiaries of any material part of the their business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, Property and no purchase or other acquisition by any of them of any business or property Property (including any Capital Stock Equity Interests of any other personPerson) material in relation to the combined consolidated financial condition of Speedway Motorsports the Seller and its consolidated Subsidiaries, taken the Seller’s Consolidated Subsidiaries on the date hereof except as a whole, in each case which is not reflected contemplated in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Effective DateRegistration Statement.

Financial Condition. (a) . The audited combined consolidated balance sheetssheet of the Borrowers and their consolidated Subsidiaries as at December 31, 2011, and the related consolidated statements of income and statements of cash flows of Speedway Motorsports for the year fiscal years ended December 31on such dates, 2018 have heretofore been furnished to each Lenderreported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the financial condition of the Borrowers and their consolidated Subsidiaries as at such date, and the results of their operations and their cash flows for the respective fiscal years then ended. Such All such financial statements (statements, including the related schedules and notes thereto) (a) have been audited by PricewaterhouseCoopers LLPthereto and normal year end adjustments, (b) have been prepared in accordance with GAAP applied consistently applied throughout the periods covered thereby involved (except as approved by the aforementioned firm of accountants and (c) present fairly (on the basis disclosed therein and, in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as case of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly periodsubject to the absence of footnotes). Except as set forth on Schedule 5.01, as of the Closing Date, none of Borrowers or their Subsidiaries (i) have been prepared has any material Guarantee Obligations, contingent liabilities or liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are not reflected in the most recent financial statements referred to in this paragraph but which would in accordance with GAAP consistently applied throughout be so reflected in a consolidated balance sheet of the periods covered thereby Borrowers and their Subsidiaries as of the Closing Date or (ii) present fairly (on the basis disclosed in the footnotes is party to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods. During the period from June 30, 2019 any arrangement to and including the Effective Date, there has been no sale, transfer pay principal or other Asset Disposition by it or interest with respect to any of its Subsidiaries Indebtedness of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case Person which is not reflected in the foregoing most recent financial statements referred to in this paragraph, (x) which was incurred by any Borrower or any of its Subsidiaries or guaranteed by any Borrower or any of its Subsidiaries at any time or the proceeds of which are or were transferred to or used by any Borrower or any of its Subsidiaries and (y) the payments in respect of which are intended to be made with the notes thereto proceeds of payments to such Person by any Borrower or has not otherwise been disclosed in writing to the Lenders on any of its consolidated Subsidiaries or prior to the Effective Datewith any Indebtedness or Equity Interests issued by any Borrower or any such Subsidiary.

Financial Condition. i. The audited combined unaudited consolidated balance sheetssheet of Borrower and its subsidiaries as of September 30, statements of 1997, and the related unaudited consolidated income statement and statements of cash flows of Speedway Motorsports for the year ended December 31Borrower and its subsidiaries (collectively, 2018 "Financials"), copies of which have heretofore been furnished delivered to each Lender. Such Bank by Borrower, and all other statements and data submitted in writing by Borrower to Bank in connection with this request for credit, and not subsequently supplemented, modified or amended in writing to Bank, are true and correct, and the Financials fairly present the consolidated financial statements (including condition of Borrower and its subsidiaries as of the notes thereto) (a) have been audited by PricewaterhouseCoopers LLPdates thereof and the consolidated results of the operations of Borrower and its subsidiaries for the periods covered thereby, (b) and have been prepared in accordance with GAAP generally accepted accounting principles on a basis consistently applied throughout the periods covered thereby and (c) present fairly (on the basis disclosed maintained. Since September 30, 1997, there have been no events or occurrences which, individually or in the footnotes aggregate, have had or are reasonably likely to such financial statements) have a Materially Adverse Effect. Borrower has no knowledge of any liabilities, contingent or otherwise, at September 30, 1997 not reflected in the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries balance sheet as of such date which are required under such generally accepted accounting principles to be so reflected, and Borrower has not entered into any special commitments or substantial contracts since the date of such balance sheet, other than the Brimfield Purchase Agreement and other contracts entered into in the ordinary and normal course of its business which could not reasonably be expected to have a Materially Adverse Effect. Except for such periods. The unaudited interim balance sheets of Speedway Motorsports Borrower's and its consolidated Subsidiaries as at the end ofGuarantors' obligations under the Loan Documents, and the related unaudited interim statements of income and of cash flows forIndebtedness for Borrowed Money reflected in SCHEDULE 10(b)(v) attached hereto, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods. During the period from June 30, 2019 to and including the Effective Date, there has been no sale, transfer or other Asset Disposition by it or any of its Subsidiaries of any material part none of the business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by Principal Companies has any of them of any business or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Effective DateIndebtedness for Borrowed Money.

Financial Condition. (a) The audited combined consolidated and consolidating balance sheets, sheets and income statements of income and statements of cash flows of Speedway Motorsports the Consolidated Parties for the fiscal year ended December 31June 30, 2018 have heretofore been furnished to each Lender. Such financial statements 2001 (including the notes thereto) (ai) have been audited by PricewaterhouseCoopers Arthur Andersen LLP, (bii) have been prepared in accordance with GAAP consistently cxxxxxxxxtly applied throughout the periods covered thereby and (ciii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined consolidated financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries the Consolidated Parties as at the end of, and the related unaudited interim statements of income earnings and of cash flows for, the each fiscal quarter ended month period ending after June 30, 2019 have heretofore been furnished 2001 but at least 30 days prior to each Lender. Such interim financial statements, for each such quarterly period, the Closing Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined consolidated and consolidating financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries the Consolidated Parties as of such date and for such periods. During the period from June 30, 2019 2001 to and including the Effective Closing Date, there has been no sale, transfer or other Asset Disposition disposition by it or any of its Subsidiaries Consolidated Party of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiariesthe Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other personPerson) material in relation to the combined consolidated financial condition of Speedway Motorsports and its consolidated Subsidiariesthe Consolidated Parties, taken as a whole, in each case case, which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Closing Date. As of the Closing Date, the Borrower and its Subsidiaries have no material liabilities (contingent or otherwise) that, in conformity with GAAP should be, but are not reflected in the foregoing financial statements or in the notes thereto.

Financial Condition. (a) The audited combined consolidated balance sheets, sheets and income statements of income and statements of cash flows of Speedway Motorsports the Consolidated Parties for the fiscal year ended December 31, 2018 have heretofore been furnished to each Lender. Such financial statements 2002 (including the notes thereto) (ai) have been audited by PricewaterhouseCoopers KPMG LLP, (bii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ciii) present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the combined consolidated financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries the Consolidated Parties as at the end of, and the related unaudited interim statements of income earnings and of cash flows for, each fiscal quarterly period ended after December 31, 2002 and prior to the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, Fifth Amendment Effective Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby thereby, and (ii) present fairly (on in all material respects the basis disclosed in the footnotes to such financial statements) the combined consolidated and consolidating financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries the Consolidated Parties as of such date and for such periodsperiods except that they do not contain the materials and disclosures to be found in notes to financial statements prepared in accordance with GAAP nor do they reflect year-end adjustments. During the period from June 30December 31, 2019 2002 to and including the Fifth Amendment Effective Date, there has been no sale, transfer or other Asset Disposition disposition by it or any of its Subsidiaries Consolidated Party of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiariesthe Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other personPerson) material in relation to the combined consolidated financial condition of Speedway Motorsports and its consolidated Subsidiariesthe Consolidated Parties, taken as a whole, in each case case, which is not reflected in the foregoing financial statements or in the notes thereto thereto. Except as set forth on Schedule 6.1(a), as of the Closing Date, the Borrower and its Subsidiaries have no material liabilities (contingent or has otherwise) that are not otherwise been disclosed reflected in writing to the Lenders on foregoing financial statements or prior to in the Effective Datenotes thereto.

Financial Condition. The Borrower has heretofore delivered to Lenders, at Lenders’ request, the following financial statements and information: (i) the audited combined consolidated balance sheetssheet of Borrower and its Subsidiaries as of April 25, 2004 and the related consolidated and consolidating statements of income income, stockholders’ equity and statements of cash flows of Speedway Motorsports Borrower and its Subsidiaries for the year ended December 31Fiscal Year then ended, 2018 have heretofore been furnished to each Lender(ii) the unaudited consolidated balance sheet of Borrower and its Subsidiaries as at October 24, 2004 and the related unaudited consolidated and consolidating statements of income, stockholders’ equity and cash flows of Borrower and its Subsidiaries for the nine months then ended. Such All such statements were pre-pared in conformity with GAAP and fairly present, in all material respects, the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements (including as at the notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been prepared in accordance with GAAP consistently applied throughout respective dates thereof and the periods covered thereby and (c) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of Speedway Motorsports and its combined Subsidiaries as the entities described therein for each of the periods then ended, subject, in the case of any such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby to changes resulting from audit and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periodsnormal year-end adjustments. During the period from June 30, 2019 to and including the Effective Date, there has been no sale, transfer or other Asset Disposition by it or Neither Borrower nor any of its Restricted Subsidiaries of any material part has (and will not following the funding of the business initial Loans have) any Contingent Obligation, contingent liability or property of Speedway Motorsports and its consolidated Subsidiariesliability for taxes, taken as a whole, and no purchase long-term lease or other acquisition by any of them of any business unusual forward or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case which long-term commitment that is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed and which in writing any such case is material in relation to the Lenders on business, operations, properties, assets, condition (financial or prior to the Effective Dateotherwise) or prospects of Borrower or any of its Subsidiaries taken as a whole.

Financial Condition. The audited combined balance sheets, Acquiror has conducted no business activities during the past approximate 48 months preceding the date of this Agreement and may presently be described as a public shell entity. The present business plan of the Acquiror provides for the investigation of various lines of business to be initiated and/or the identification and consummation of a business combination with an operating business entity such as the Acquiree. The financial statements of income the Acquiror, as certified by Chapxxx & Xompany, independent certified public accountants, furnished to the Acquiree pursuant to the terms of this Agreement or which may be furnished to the Acquiree in accordance with the terms of this Agreement or for utilization in the annual and statements current reports of cash flows the Acquiror to be filed with the Commission and reflecting the financial conditions and results of Speedway Motorsports operations of the Acquiror at and for the year ended December 31fiscal years indicated or for such other periods indicated, 2018 have heretofore been furnished to each Lender. Such fairly present or will fairly present in all material respects the financial condition of the Acquiror as of the date of such financial statements (including whether audited or unaudited), all to the notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been prepared best of the knowledge of the Acquiror in accordance with GAAP generally accepted accounting principles consistently applied throughout the periods covered thereby and (c) present fairly (on the basis disclosed except as may be indicated in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income notes thereto and of cash flows forother information relating thereto. Except as set forth in Schedule VIII hereto, the fiscal quarter ended June 30Acquiror has no liabilities or obligations of any nature which, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout generally accepted accounting principles, must be set forth in the periods covered thereby and described financial statements except those liabilities which are incurred as a result of the ordinary course of business of the Acquiror after the date of the most recent financial statements (ii) present fairly (which liabilities will be reflected in an amendment to Schedule VIII on the basis disclosed Closing Date), which are incurred by the Acquiror in connection with the footnotes to such financial statements) the combined financial condition, results of operations preparation and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods. During the period from June 30, 2019 to and including the Effective Date, there has been no sale, transfer or other Asset Disposition by it or any of its Subsidiaries of any material part filing of the business annual and periodic reports to be filed by the Acquiror under the Exchange Act, which are incurred in connection with the preparation of the Acquiror for the consummation of the transaction provided for herein, or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case are liabilities which is would not reflected in the foregoing financial statements either singularly or in the notes thereto aggregate have a material adverse affect on the Acquiror. Without the express written consent of the Acquiree, the Acquiror shall not incur any liability or has obligation not otherwise been disclosed contemplated or permitted by this Agreement in writing excess of $20,000 from the date of this Agreement to the Lenders on or prior to the Effective Closing Date.

Financial Condition. The audited combined consolidated balance sheetssheet of the Borrower and its consolidated Subsidiaries as at December 31, 2011, and the related consolidated statements of income and statements of cash flows of Speedway Motorsports for the year fiscal years ended December 31on such dates, 2018 have heretofore been furnished to each Lenderreported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the results of its operations and its cash flows for the respective fiscal years then ended. Such All such financial statements (statements, including the related schedules and notes thereto) (a) have been audited by PricewaterhouseCoopers LLPthereto and normal year-end adjustments, (b) have been prepared in accordance with GAAP applied consistently applied throughout the periods covered thereby involved (except as approved by the aforementioned firm of accountants and (c) present fairly (on the basis disclosed therein and, in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as case of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly periodsubject to the absence of footnotes). Except as set forth on Schedule 4.1, as of the Closing Date, the Borrower and its Subsidiaries (i) do not have been prepared any material Guarantee Obligations, contingent liabilities or liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are not reflected in the most recent financial statements referred to in this paragraph but which would in accordance with GAAP consistently applied throughout be so reflected in a consolidated balance sheet of the periods covered thereby and Borrower as of the Closing Date or (ii) present fairly (on the basis disclosed in the footnotes are not party to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods. During the period from June 30, 2019 any arrangement to and including the Effective Date, there has been no sale, transfer pay principal or other Asset Disposition by it or interest with respect to any of its Subsidiaries Indebtedness of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case Person which is not reflected in the foregoing most recent financial statements referred to in this paragraph, (x) which was incurred by the Borrower or any of its Subsidiaries or guaranteed by the Borrower or any of its Subsidiaries at any time or the proceeds of which are or were transferred to or used by the Borrower or any of its Subsidiaries and (y) the payments in respect of which are intended to be made with the notes thereto proceeds of payments to such Person by the Borrower or has not otherwise been disclosed in writing to any of its consolidated Subsidiaries or with any Indebtedness or Capital Stock issued by the Lenders on Borrower or prior to the Effective Dateany such Subsidiary.

Financial Condition. The audited combined balance sheet of Seller and its consolidated Subsidiaries and the balance sheets of each of its Material Subsidiaries (if any) provided to Buyers and Administrative Agent pursuant to Section 11 (i) as of the dates of such balance sheets, and the related consolidated statements of income income, changes in shareholders’ equity and statements of cash flows of Speedway Motorsports for the year periods ended December 31, 2018 have on the dates of such balance sheets heretofore been furnished to Buyers and Administrative Agent, fairly present in all material respects the consolidated financial condition of Seller and its consolidated Subsidiaries and the financial condition of each Lendersuch Material Subsidiary, respectively, as of such dates and the results of their operations for the periods ended on such dates, subject, in the case of interim statements, to year-end adjustments and a lack of footnotes. Such On the dates of such annual, fiscal year end, audited balance sheets, Seller had no known material liabilities, direct or indirect, fixed or contingent, matured or unmatured, or liabilities for taxes, long-term leases or unusual forward or long-term commitments that are required by GAAP to be disclosed in such balance sheets and related statements as of the dates that they were originally issued and that are not disclosed by, or reserved against on, said balance sheets and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of Seller except as heretofore disclosed to Buyers and Administrative Agent in writing. Said financial statements (including the notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been were prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (c) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial conditionGAAP, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and except for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout which are subject to year-end adjustments and a lack of footnotes. Since the periods covered thereby and (ii) present fairly (on date of the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods. During the period from June 30, 2019 to and including the Effective Datebalance sheet most recently provided, there has been no saleMaterial Adverse Effect, transfer or other Asset Disposition by it or any of its Subsidiaries nor does a Notice Officer have actual knowledge of any material part state of the business facts particular to Seller that (with or property without notice or lapse of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase time or other acquisition by both) would reasonably be expected to result in any of them of any business or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Datesuch Material Adverse Effect.

Financial Condition. The audited combined balance sheets, consolidated financial statements of income MMR and statements of cash flows of Speedway Motorsports for the year ended its Consolidated Subsidiaries as at December 31, 2018 have 1998, and the balance sheet of the Borrower and its Consolidated Subsidiaries as at December 31, 1998 and the related statement of income, member's capital and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal year ended on said date, in each case as included in the consolidating statements of MMR and its Consolidated Subsidiaries as of said date with the opinion thereon of Xxxxxx Xxxxxxxx LLP heretofore been furnished to each Lender. Such of the Lenders and the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at September 30, 1999 and the related consolidated statements of income, members capital and cash flow of the Borrower and its Consolidated Subsidiaries for the nine-month and three-month periods ended on such date heretofore furnished to the Agent, are complete and correct and fairly present the consolidated financial statements (including condition of the notes thereto) (a) have been audited by PricewaterhouseCoopers LLPBorrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the nine-month and three- month periods ended on said dates, (b) have been prepared all in accordance with GAAP consistently GAAP, as applied throughout the periods covered thereby and on a consistent basis (c) present fairly (on the basis disclosed subject, in the footnotes to such financial statements) case of the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, to normal year-end adjustments). Neither the Borrower nor any Subsidiary has on the Closing Date any material Debt, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, in each such quarterly periodcase, (i) have been prepared that would be required to be reserved for in the Financial Statements in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed GAAP, except as referred to or reflected or provided for in the footnotes to such financial statements) the combined financial conditionFinancial Statements or in Schedule 7.02. Except as set forth on Schedule 7.10, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods. During the period from June since September 30, 2019 to and including the Effective Date1999, there has been no salechange or event having a Material Adverse Effect. Except as set forth on Schedule 7.10, transfer since the date of the Financial Statements, neither the business nor the Properties of the Borrower or any Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other Asset Disposition labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by it any Governmental Authority, riot, activities of armed forces or any acts of its Subsidiaries God or of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Datepublic enemy.

Financial Condition. (a) The Borrower has heretofore delivered to the Agent, the Board, the Loan Administrator, the Lenders and the Supplemental Guarantors the following financial statements and information: (i) the audited combined balance sheetssheet of the Borrower as at March 31, 2002, and the related statements of income income, stockholders' equity and statements of cash flows of Speedway Motorsports the Borrower for the year Fiscal Year then ended December 31and (ii) the unaudited balance sheet of the Borrower as at September 30, 2018 have heretofore been furnished to each Lender2002 and the related unaudited statements of income, stockholders' equity and cash flows of the Borrower for the six months then ended. Such financial All such statements (including the notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been were prepared in accordance conformity with GAAP consistently applied throughout and fairly present the periods covered thereby financial position of the Borrower as at the respective dates thereof and (c) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries the Borrower for each of the periods then ended subject, in the case of the unaudited statements, to normal year-end audit adjustments. Except as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at disclosed in writing to the end of, Agent and the related unaudited interim statements Board prior to the date of income and of cash flows forthis Agreement, neither the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods. During the period from June 30, 2019 to and including the Effective Date, there has been no sale, transfer or other Asset Disposition by it or Borrower nor any of its Subsidiaries of has any material part of the business contingent liability or property of Speedway Motorsports and its consolidated Subsidiariesliability for taxes, taken as a whole, and no purchase long-term lease or other acquisition by any of them of any business unusual forward or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case which long-term commitment that is not reflected in the foregoing financial statements or in the most recently delivered financial statements delivered pursuant to SECTION 5.1(B)(I)(A) or (II) or the notes thereto and which in any such case is material in relation to the business, operations, properties, prospects, assets or has not otherwise been disclosed condition (financial or otherwise) of the Borrower. (b) Any projections and pro forma financial information contained in writing the Application and the projections and pro forma financial information delivered to the Lenders on or prior and the Board pursuant to SECTION 3.1(K) are reasonable, including with respect to the Effective Dateassumptions on which they were based, at the time made (or as of the Closing Date in the case of the projections and pro forma financial information delivered pursuant to SECTION 3.1(K)), it being recognized by the Board and the Lenders that such projections 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 from the projected results. (c) The Borrower and its Subsidiaries maintain, in accordance with sound business practices and applicable law and rules and regulations issued by any Governmental Authority (i) a system of accounting, which includes maintenance of proper books and records, that permits preparation of financial statements in conformity with GAAP and provides reasonable assurances that (A) transactions are executed in accordance with management's general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management's general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (ii) effective disclosure controls and procedures designed to ensure that material information relating to the Borrower and its Subsidiaries is made known to Responsible Officers of the Borrower in a timely manner.

Financial Condition. The audited combined balance sheets, statements of income and statements of cash flows of Speedway Motorsports for the year ended December 31, 2018 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (a) The Companies have been heretofore furnished to the Lender (i) the audited consolidated balance sheet of ELM and its Subsidiaries and the related consolidated statement of income, retained earnings and cash flow of ELM and its Subsidiaries, audited by PricewaterhouseCoopers LLP, (b) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (c) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial conditionindependent certified public accountants, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the fiscal quarter year ended June September 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements2000, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) the unaudited consolidated balance sheet of ELM and its Subsidiaries and the related consolidated statements of income, retained earnings and cash flow of ELM and its Subsidiaries for the nine month period ended September 30, 2001. Such financial statements were prepared in conformity with Generally Accepted Accounting Principles, applied on a consistent basis, and fairly present fairly (on the basis disclosed in the footnotes to such consolidated financial statements) the combined financial condition, condition and consolidated results of operations and cash flows of Speedway Motorsports ELM and its consolidated Subsidiaries as of the date of such date financial statements and for such periods. During the period from June periods to which they relate, except in the case of interim statements for the absence of notes thereto and for normal year-end audit adjustments, and since September 30, 2019 2001, no Material Adverse Effect has occurred. The Companies shall deliver to the Lender a certificate of the Chief Financial Officer to that effect on the Closing Date. Other than obligations and including liabilities arising in the Effective Dateordinary course of business since September 30, 2001, there has been are no salematerial obligations or liabilities contingent or otherwise, transfer or other Asset Disposition by it of ELM or any of its Subsidiaries which are not reflected or disclosed on such audited and unaudited statements or in the footnotes thereto and which are required to be disclosed on such financial statements, other than obligations of ELM and its Subsidiaries incurred in the ordinary course of business (which shall be deemed to exclude acquisitions by ELM or any material part Subsidiary of ELM of the business or property of Speedway Motorsports and its consolidated Subsidiariesassets (including, taken as a whole, and no purchase or other acquisition by any of them without limitation stock) of any business or property (including any Capital Stock Person other than the purchase of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case which is not reflected inventory in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Dateordinary course of business).

Financial Condition. (a) The audited combined consolidated balance sheets, sheets and income statements of income and statements of cash flows of Speedway Motorsports the Consolidated Parties for the year fiscal years ended December 31, 2018 have heretofore been furnished to each Lender. Such financial statements 1998, December 31, 1999 and December 31, 2000 (including the notes thereto) (ai) have been audited by PricewaterhouseCoopers KPMG LLP, (bii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ciii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined consolidated financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries the Consolidated Parties as at the end of, and the related unaudited interim statements of income earnings and of cash flows for, each fiscal month and quarterly period ended after December 31, 2000 and prior to the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, Closing Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined consolidated financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries the Consolidated Parties as of such date and for such periods. During the period from June 30December 31, 2019 2000 to and including the Effective Closing Date, there has been no sale, transfer or other Asset Disposition disposition by it or any of its Subsidiaries Consolidated Party of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiariesthe Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other personPerson) material in relation to the combined consolidated financial condition of Speedway Motorsports and its consolidated Subsidiariesthe Consolidated Parties, taken as a whole, in each case case, which is not reflected in the foregoing financial statements or in the notes thereto or and has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Closing Date. As of the Closing Date, the Borrower and its Subsidiaries have no material liabilities (contingent or otherwise) that are not reflected in the foregoing financial statements or in the notes thereto.

Financial Condition. (a) The audited combined consolidated balance sheetssheet of the Borrower and its consolidated Subsidiaries as at December 31, 2001, and the related consolidated statements of income operations and statements of cash flows of Speedway Motorsports for the fiscal year ended December 31, 2018 2001, reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the year then ended. Such The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at September 30, 2002 and the related consolidated statements of operations and of cash flows for the nine months ended September 30, 2002, copies of which have heretofore been furnished to each Lender, present fairly the consolidated financial statements (condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the nine-month period then ended. All such financial statements, including the related schedules and notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been prepared in accordance with GAAP applied consistently applied throughout the periods covered thereby involved (except as approved by such accountants and (c) present fairly (on as disclosed therein and, with respect to the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June September 30, 2019 have heretofore been furnished to each Lender. Such interim 2002 financial statements, for each such quarterly periodthe absence of footnotes and year-end adjustments). Except as set forth on Schedule 5.1 or as permitted by subsection 8.4(c), (i) have been prepared in accordance with GAAP consistently applied throughout neither the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results Borrower nor any of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as of such date and for such periods. During set forth on Schedule 5.1, during the period from June September 30, 2019 2002 to and including the Effective Date, Closing Date there has been no sale, transfer or other Asset Disposition disposition by it the Borrower or any of its consolidated Subsidiaries of any material part of the its business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock capital stock of any other personPerson) material in relation to the combined consolidated financial condition of Speedway Motorsports the Borrower and its consolidated SubsidiariesSubsidiaries at September 30, taken as a whole, in each case which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Date2002.

Financial Condition. (a) The audited combined consolidated balance sheetssheet of the ------------------- Borrower and its consolidated Subsidiaries as at December 31, 1997 and the related consolidated statements of income and statements of cash flows of Speedway Motorsports for the fiscal year ended December 31on such date, 2018 reported on by Xxxxxx Xxxxxxxx LLP, copies of which have heretofore been furnished to each Lender, present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. Such Except as set forth on Schedule 3.1(a), the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at September 30, 1998 and the related unaudited consolidated statements of income and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the consolidated financial statements condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and absence of footnotes). All such financial statements, including the related schedules and notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been prepared in accordance with GAAP applied consistently applied throughout the periods covered thereby involved (except as approved by such accountants or Responsible Officer, as the case may be, and (c) present fairly (on as disclosed therein). Neither the basis disclosed in the footnotes to such financial statements) the combined financial condition, results Borrower nor any of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as had, at the end ofdate of the most recent balance sheet referred to above, and the related unaudited interim statements of income and of cash flows forany material Guarantee Obligation, the fiscal quarter ended June 30contingent liability or liability for taxes, 2019 have heretofore been furnished to each Lender. Such interim or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial statementsderivative, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed which is not reflected in the footnotes foregoing statements or in the notes thereto and is required to such financial statements) the combined financial conditionbe disclosed pursuant to GAAP. Except as set forth on Schedule 3.1(b), results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods. During during the period from June September 30, 2019 1998 to and including the Effective Date, date hereof there has been no sale, transfer or other Asset Disposition disposition by it the Borrower or any of its consolidated Subsidiaries of any material part of the its business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other personPerson) material in relation to the combined consolidated financial condition of Speedway Motorsports the Borrower and its consolidated SubsidiariesSubsidiaries at September 30, taken as a whole, in each case which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Date1998.

Financial Condition. The audited combined consolidated balance sheetssheets of Holding and its consolidated Subsidiaries as of December 31, 2014, December 31, 2015 and December 31, 2016 and the related consolidated statements of income, shareholders’ equity and cash flows for the fiscal years ended on such dates, reported on by and accompanied by unqualified reports from Ernst & Young LLP, present fairly, in all material respects, the consolidated financial condition as at such date, and the consolidated results of operations and consolidated cash flows for the Posting Version 12/7/17 respective fiscal years then ended, of Holding and its consolidated Subsidiaries. The unaudited consolidated balance sheet of Holding and its consolidated Subsidiaries as at September 30, 2017, and the related unaudited consolidated statements of income and statements of cash flows of Speedway Motorsports for the year nine-month period ended December 31on such date, 2018 have heretofore been furnished present fairly, in all material respects, the consolidated financial condition as at such date, and the consolidated results of operations and consolidated cash flows for the nine-month period then ended, of Holding and its consolidated Subsidiaries (subject to each Lenderthe omission of footnotes and normal year-end audit and other adjustments). Such All such financial statements (statements, including the related schedules and notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby (except with respect to the schedules and (c) present fairly (on notes thereto, as approved by a Responsible Officer of the basis Borrower, and disclosed in the footnotes to any such financial statements) the combined financial condition, results of operations schedules and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periodsnotes). During the period from June 30December 31, 2019 2016 to and including the Effective Date, there has been no sale, transfer or other Asset Disposition disposition by it or any of Holding and its consolidated Subsidiaries of any material part of the business or property of Speedway Motorsports Holding and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other personPerson) material in relation to the combined consolidated financial condition of Speedway Motorsports Holding and its consolidated Subsidiaries, taken as a whole, in each case case, which is not reflected in the foregoing financial statements or in the notes thereto or and has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Date.

Financial Condition. (a) The audited combined consolidated balance sheets, statements sheet and statement of income operations of the Consolidated Parties as of and statements of cash flows of Speedway Motorsports for the fiscal year ended December 31, 2018 1998 (including the notes thereto) copies of which have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (c) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined consolidated financial condition, results of operations and cash flows of Speedway Motorsports the Consolidated Parties as of such date and its for such periods. The unaudited interim consolidated Subsidiaries balance sheets of the Consolidated Parties as at the end of, and the related unaudited interim consolidated statements of operations of the Consolidated Parties for, each calendar month ended during the period after December 31, 1998 and prior to the date thirty (30) days prior to the Closing Date, copies of which have heretofore been furnished to each Lender, (i) have been prepared in a manner consistent with the audited financial statements referred to in the preceding sentence and (ii) present fairly the consolidated financial condition and results of operations of the Consolidated Parties as of such date and for such periods. During the period from June 30December 31, 2019 1998 to and including the Effective Closing Date, except pursuant to the Transaction, there has been no sale, transfer or other Asset Disposition disposition by it or any of its Subsidiaries Consolidated Party of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiariesthe Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock capital stock of any other person) material in relation to the combined consolidated financial condition of Speedway Motorsports and its consolidated Subsidiariesthe Consolidated Parties, taken as a whole, in each case case, which is not reflected in the foregoing financial statements or in the notes thereto or and has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Closing Date. As of the Closing Date, the Borrower and its Subsidiaries have no material liabilities (contingent or otherwise) that are not reflected in the foregoing financial statements or in the notes thereto and are required to be so reflected.

Financial Condition. (a) The audited combined consolidated balance sheets, statements sheets of income the Applicant and statements its consolidated Subsidiaries as of cash flows of Speedway Motorsports for the year ended December 31, 2018 have heretofore been furnished to each Lender. Such financial 2014, December 31, 2015 and December 31, 2016 and the related consolidated statements (including of income, shareholders’ equity and cash flows for the notes thereto) (a) have been audited fiscal years ended on such dates, reported on by and accompanied by unqualified reports from PricewaterhouseCoopers LLP, (b) present fairly, in all material respects, the consolidated financial condition as at such date, and the consolidated results of operations and consolidated cash flows for the respective fiscal years then ended, of the Applicant and its consolidated Subsidiaries. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby (except as approved by a Responsible Officer of the Applicant, and (c) present fairly (on the basis disclosed in any such schedules and notes, and subject to the omission of footnotes to from such unaudited financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods). During the period from June 30December 31, 2019 2016, to and including the Effective Closing Date, there has been no sale, transfer or other Asset Disposition disposition by it or any of the Applicant and its consolidated Subsidiaries of any material part of the business or property of Speedway Motorsports the Applicant and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other personPerson) material in relation to the combined consolidated financial condition of Speedway Motorsports the Applicant and its consolidated Subsidiaries, taken as a whole, in each case case, which is not reflected in the foregoing financial statements or in the notes thereto or and has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Closing Date.

Financial Condition. The audited combined Company has furnished to each Lender the consolidated balance sheetssheet of the Company and its consolidated Subsidiaries as at December 31, 2012, and the related consolidated statements of income operations and statements of cash flows of Speedway Motorsports member’s deficiency for the fiscal year ended on said date, as included in the Company’s Form 10-K for the year ended December 31, 2018 have heretofore been furnished to each Lender. Such 2012, said financial statements having been certified by an independent Registered Public Accounting Firm of nationally recognized standing reasonably acceptable to the Required Lenders. The financial statements referred to above (including the notes theretoi) (a) have been audited by PricewaterhouseCoopers LLPare complete and correct in all material respects, (bii) have been were prepared in accordance with GAAP consistently applied throughout the periods period covered thereby thereby, except as otherwise expressly noted therein, and (ciii) fairly present fairly (on the basis disclosed in financial condition of the footnotes to respective entity or groups of entities which is or are the subject of such financial statements) statements (as stated above), on a consolidated basis, as at the combined date of the balance sheets included in such financial condition, statements and the results of operations and cash flows of Speedway Motorsports such entity or groups of entities for the period ended on said date. None of the Company and its combined Restricted Subsidiaries had on any of said dates any material contingent liabilities, liabilities for Taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments or operations which are substantial in amount, except as referred to or reflected or provided for in said financial statements of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports the Company and its consolidated Subsidiaries as at said respective dates or as disclosed to the end ofLenders in writing prior to the Agreement Date. Except as disclosed to the Lenders in writing prior to the Agreement Date, and the related unaudited interim statements of income and of cash flows forsince December 31, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods. During the period from June 30, 2019 to and including the Effective Date2012, there has been no salematerial adverse change in the financial condition (from that shown by the balance sheet as at December 31, transfer 2012 included in said financial statements) or other Asset Disposition by it the businesses or any of its Subsidiaries of any material part operations of the business or property of Speedway Motorsports Company and its consolidated Subsidiaries, the Restricted Subsidiaries taken as a whole, and no purchase or other acquisition by any of them of any business or property whole on a pro forma combined basis (including any Capital Stock of any other person) material in relation after giving effect to the combined financial condition Indebtedness contemplated to be incurred on the Closing Date and the use of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Dateproceeds thereof).

Financial Condition. The audited combined Other than as described in and qualified by the Press Releases and subject to all changes necessitated by the Specified Adjustments that are within the scope of the Press Releases but also including other adjustments of an immaterial nature that may be included in any restated financial statements issued to reflect the adjustments described in the Press Releases, the consolidated balance sheetssheet of the Company and its consolidated Subsidiaries as at January 30, statements 2005 and the related consolidated statement of income and statements of cash flows of Speedway Motorsports operations for the fiscal year of the Company ended December 31on such date, 2018 have audited by Pricewaterhouse Coopers LLP, or any successor thereto, a copy of which has heretofore been furnished to each Lender, present fairly in accordance with GAAP the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year of the Company then ended. Such All such financial statements (including the notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been prepared in accordance with GAAP applied consistently applied throughout the periods covered thereby involved (except as approved by such accountants and (c) present fairly (on as disclosed therein and except as described in and qualified by the basis disclosed in Press Releases and subject to all changes within the footnotes to such financial statements) scope of the combined financial condition, results Press Releases necessitated by the Specified Adjustments). Neither the Company nor any of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as had, at the end ofdate of the most recent balance sheet referred to above, and the related unaudited interim statements of income and of cash flows forany material Contingent Obligation, the fiscal quarter ended June 30contingent liability or liability for taxes, 2019 have heretofore been furnished to each Lender. Such interim financial statementsor any long-term lease or unusual forward or long-term commitment, for each such quarterly periodincluding, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed without limitation, any material interest rate or foreign currency swap or exchange transaction, which is not reflected in the footnotes foregoing statements or in the notes thereto or expressly permitted to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periodsbe incurred hereunder. During the period from June January 30, 2019 2005, to and including the Effective Date, date hereof there has been no sale, transfer or other Asset Disposition by it the Company or any of its Subsidiaries of any material part of the its business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Dateproperty.

Financial Condition. The Borrowers have heretofore delivered, or caused to be delivered, to Lenders, at Lenders' request, the following financial statements and information: (i) the audited combined consolidated balance sheetssheet of Borrowers and their Subsidiaries as at December 31, 2000 and December 31, 1999 and the related consolidated statements of income, stockholders' equity and cash flows of Borrowers and their Subsidiaries for the Fiscal Years then ended, and (ii) the unaudited consolidated balance sheet of Borrowers and their Subsidiaries as at March 31, 2001 and the related unaudited consolidated statements of income and statements of cash flows of Speedway Motorsports Borrowers and their Subsidiaries for the year ended December 31three months then ended. All such statements were prepared in conformity with GAAP and fairly present, 2018 have heretofore been furnished to each Lender. Such in all material respects, the financial position (on a consolidated basis) of the entities described in such financial statements (including as at the notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been prepared in accordance with GAAP consistently applied throughout respective dates thereof and the periods covered thereby and (c) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows (on a consolidated basis) of Speedway Motorsports and its combined Subsidiaries as the entities described therein for each of the periods then ended, subject, in the case of any such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, to the absence of footnotes and to changes resulting from audit and normal year-end adjustments. Borrowers do not (iand will not following the funding of the initial Loans) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial conditionany Contingent Obligation, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and contingent liability or liability for such periods. During the period from June 30taxes, 2019 to and including the Effective Date, there has been no sale, transfer long-term lease or other Asset Disposition by it unusual forward or any of its Subsidiaries of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case which long-term commitment that is not reflected in the foregoing financial statements or in the notes thereto or which has not otherwise been disclosed to Administrative Agent and approved by Administrative Agent, such approval not to be unreasonably withheld, and which in writing any such case (but excluding, in all events, any and all such Contingent Obligations and other liabilities between and among Borrowers and the Subsidiary Guarantors) is material in relation to the Lenders on business, operations, properties, assets, financial condition or prior to the Effective Dateprospects of Borrowers or any of their Subsidiaries, taken as a whole.

Financial Condition. The audited combined Consolidated balance sheetssheet of the Company and its Consolidated Subsidiaries as at December 31, 2001 and the related Consolidated statements of income earnings and statements of cash flows of Speedway Motorsports for the fiscal year ended December 31on such date, 2018 reported on by Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the fiscal year then ended. Such All such financial statements (statements, including the related schedules and notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been prepared in accordance with GAAP applied consistently applied throughout the periods covered thereby involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and (c) present fairly (on as disclosed therein). Neither the basis disclosed Company nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any Interest Rate Protection Agreement or foreign currency swap or exchange transaction, which is not reflected in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim foregoing statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed or in the footnotes to such financial statements) the combined financial conditionnotes thereto. Except as set forth in Schedule 7.1, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods. During during the period from June 30December 31, 2019 2001 to and including the Effective Date, date hereof there has been no sale, transfer or other Asset Disposition disposition by it the Company or any of its Consolidated Subsidiaries of any material part of the its business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock capital stock of any other personPerson) material in relation to the combined Consolidated financial condition of Speedway Motorsports the Company and its consolidated Consolidated Subsidiaries at December 31, 2001. No Change; Solvency . Since December 31, 2001, there has been no development or event which has had or could reasonably be expected to have a Material Adverse Effect and during the period from December 31, 2001 to and including the date hereof, except as set forth in Schedule 7.2, no dividends or other distributions have been declared, paid or made upon the Capital Stock of the Company or any of its Subsidiaries nor has any of the Capital Stock of the Company or any of its Subsidiaries been redeemed, retired, purchased or otherwise acquired for value by the Company or any of its Subsidiaries. As of the Second Restatement Date, taken as a whole, in each case which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing after giving effect to the Lenders transactions contemplated by the Loan Documents to occur on or prior to the Effective Second Restatement Date, and as of each Borrowing Date, the Company and its Subsidiaries will be Solvent on a Consolidated basis.

Financial Condition. (a) The audited combined Consolidated balance sheetssheet of the Company and its Consolidated Subsidiaries as at December 31, 1996 and the related Consolidated statements of income earnings and statements of cash flows of Speedway Motorsports for the fiscal year ended December 31on such date, 2018 reported on by KPMG Peat Marwick LLP, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their 58 51 operations and their Consolidated cash flows for the fiscal year then ended. Such The unaudited Consolidated balance sheet of the Company and its Consolidated Subsidiaries as at September 30, 1997 and the related unaudited Consolidated statements of earnings and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial statements condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of notes). All such financial statements, including the related schedules and notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been prepared in accordance with GAAP applied consistently applied throughout the periods covered thereby involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and (c) present fairly (on as disclosed therein). Neither the basis disclosed Company nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any Interest Rate Protection Agreement or foreign currency swap or exchange transaction, which is not reflected in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim foregoing statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed or in the footnotes to such financial statements) the combined financial conditionnotes thereto. Except as set forth in Schedule 7.1, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods. During during the period from June 30December 31, 2019 1996 to and including the Effective Date, date hereof there has been no sale, transfer or other Asset Disposition disposition by it the Company or any of its Consolidated Subsidiaries of any material part of the its business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock capital stock of any other personPerson other than the RIK Acquisition) material in relation to the combined Consolidated financial condition of Speedway Motorsports the Company and its consolidated SubsidiariesConsolidated Subsidiaries at December 31, taken as a whole, in each case which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Date1996.

Financial Condition. (i) The unaudited consolidated balance sheet of the Seller and the audited combined consolidated balance sheetssheet Parent and Seller’s and the Parent’s Consolidated Subsidiaries as at the fiscal year ending December 31, 2005 provided to the Deal Agent and the related (in the case of the Parent only and unaudited in the case of the Seller only) consolidated statements of income and statements retained earnings and of cash flows of Speedway Motorsports for the year ended December 31then ended, 2018 setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification arising out of the scope of the audit conducted by a nationally recognized accounting firm, copies of which have heretofore been furnished to each Lenderthe Deal Agent, are complete and correct and present fairly the consolidated financial condition of the Seller, the Limited Guarantor and the Seller’s and the Limited Guarantor’s Consolidated Subsidiaries as of such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended, except as noted in the 8-K filed with the SEC by the Parent on September 7, 2006. Such All such financial statements (statements, including the related schedules and notes thereto) thereto (a) have been audited by PricewaterhouseCoopers LLPif any), (b) have been prepared in accordance with GAAP applied consistently applied throughout the periods covered thereby and involved (c) present fairly (on except as disclosed therein). Neither the basis disclosed Seller, the Parent nor any of the Seller’s or the Parent’s Consolidated Subsidiaries had, as of the date of the most recent balance sheet referred to above, any material contingent liability or liability for taxes, or any long term lease or unusual forward or long term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, that is not reflected in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim foregoing statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed or in the footnotes notes thereto. Except as disclosed to such financial statements) the combined financial conditionDeal Agent in writing prior to the Closing Date, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods. During during the period from June 3015, 2019 2006, to and including the Effective Datedate hereof, there has been no sale, transfer or other Asset Disposition disposition by it the Seller, the Parent or any of its the Seller’s or the Parent’s Consolidated Subsidiaries of any material part of the their business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, Property and no purchase or other acquisition by any of them of any business or property Property (including any Capital Stock Equity Interests of any other personPerson) material in relation to the combined consolidated financial condition of Speedway Motorsports the Seller, the Parent and its consolidated Subsidiaries, taken as a whole, in each case which is not reflected in the foregoing financial statements or in Seller’s and the notes thereto or has not otherwise been disclosed in writing to Parent’s Consolidated Subsidiaries on the Lenders on or prior to the Effective Datedate hereof.

Financial Condition. (a) The audited combined consolidated balance sheetssheet of Merisel and each of its Subsidiaries as at December 31, 2008 and the related consolidated statements of income and statements of cash flows of Speedway Motorsports for the fiscal year ended December 31on such date, 2018 reported on by BDO Sxxxxxx, LLP, copies of which have heretofore been furnished to the Lender, are complete and correct and present fairly the consolidated financial condition of Merisel and each of its Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of Merisel and each of its Subsidiaries as at June 30, 2009 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Lender, are complete and correct and present fairly the consolidated financial condition of Merisel and each of its Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments). Such All such financial statements (statements, including the related schedules and notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been prepared in accordance with GAAP applied consistently applied throughout the periods covered thereby involved (except as approved by such accountants or Responsible Officer, as the case may be, and (c) present fairly (on as disclosed therein). Neither Merisel nor any Subsidiary of Merisel had, at the basis disclosed date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim foregoing statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed or in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periodsnotes thereto. During the period from June 30, 2019 2009 to and including the Effective Datedate hereof, except as disclosed to the Lender, there has been no sale, transfer or other Asset Disposition disposition by it Merisel or any of its Subsidiaries of any material part of the its business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other personPerson) material in relation to the combined consolidated financial condition of Speedway Motorsports Merisel and its consolidated SubsidiariesSubsidiaries at June 30, taken as a whole, in each case which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Date2009.

Financial Condition. (a) The audited combined consolidated balance sheets, sheets and income statements of income and statements of cash flows of Speedway Motorsports the Consolidated Parties for the fiscal year ended December 31, 2018 have heretofore been furnished to each Lender. Such financial statements 2000 (including the notes thereto) (ai) have been audited by PricewaterhouseCoopers LLPKPMG Peat Marwick, (bii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ciii) present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the combined consolidated financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries the Consolidated Parties as at the end of, and the related unaudited interim statements of income earnings and of cash flows for, each fiscal quarterly period ended after December 31, 2000 and prior to the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, Closing Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby thereby, and (ii) present fairly (on in all material respects the basis disclosed in the footnotes to such financial statements) the combined consolidated and consolidating financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries the Consolidated Parties as of such date and for such periodsperiods except that they do not contain the materials and disclosures to be found in notes to financial statements prepared in accordance with GAAP nor do they reflect year-end adjustments. During the period from June 30December 31, 2019 2000 to and including the Effective Closing Date, there has been no sale, transfer or other Asset Disposition disposition by it or any of its Subsidiaries Consolidated Party of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiariesthe Consolidated Parties, taken as a whole, and no purchase or other acquisition (other than O'Graxx Xxxxxx Xxternational (USA), Inc. and its subsidiaries) by any of them of any business or property (including any Capital Stock of any other personPerson) material in relation to the combined consolidated financial condition of Speedway Motorsports and its consolidated Subsidiariesthe Consolidated Parties, taken as a whole, in each case case, which is not reflected in the foregoing financial statements or in the notes thereto thereto. Except as set forth on Schedule 6.1(a), as of the Closing Date, the Borrower and its Subsidiaries have no material liabilities (contingent or has otherwise) that are not otherwise been disclosed reflected in writing to the Lenders on foregoing financial statements or prior to in the Effective Datenotes thereto.

Financial Condition. The audited combined Sellers have delivered to the Purchaser true and correct copies of the following: the unaudited balance sheetssheet of each of the Companies at September 30, 1997, and December 31, 1996 and 1995 and the unaudited statements of income, statements of income retained earnings, and statements of cash flows of Speedway Motorsports the Companies for the year nine-month period ended September 30, 1997 for each of the years ended December 31, 2018 have heretofore been furnished 1996 and 1995. Each such balance sheet presents fairly the financial conditions, assets, liabilities, and stockholders' equity of the Company reported on as of its date; each such statement of income and statement of retained earnings presents fairly the results of operations of the Company reported on for the period indicated and its retained earnings as of the date indicated; and each such statement of cash flows presents fairly the information purported to each Lenderbe shown therein. Such Except for the absence of footnotes and vacation accruals and, with the exception that the balance sheet and other financial statements (including for the notes thereto) (a) have been audited by PricewaterhouseCoopers LLPnine-month period ended September 30, (b) 1997 are subject to normal year-end adjustments, the financial statements referred to in this Section 2.3 have been prepared in accordance with GAAP generally accepted accounting principles consistently applied throughout the periods covered thereby involved and are in accordance with the books and records of the Companies. Except as disclosed on Schedule 2.3, since September 30, 1997: (ca) present fairly (on the basis disclosed there has not been a material adverse change in the footnotes to such financial statements) the combined financial condition, results of operations, business, properties, assets or liabilities of the Companies. (b) the operations and cash flows business of Speedway Motorsports and its combined Subsidiaries as the Companies have been conducted only in the ordinary course; (c) the Companies have not suffered an extraordinary loss (whether or not covered by insurance) or waived any right of substantial value; and, (d) the Companies have not to date paid any expense resulting from the preparation of, or the transactions contemplated by, this Agreement. The Sellers shall pay all such date and expenses (including without limitation their legal expenses resulting from this Agreement or the transactions contemplated hereby) except for such periodsexpenses (not to exceed $15,000) which shall be paid by Media Marketplace. The unaudited interim balance sheets of Speedway Motorsports Except as disclosed in this Agreement or in any Schedule hereto or in any materials furnished to the Purchaser pursuant to this Agreement, there is no fact known to the Sellers which materially and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows foradversely affects, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods. During the period from June 30operations, 2019 to and including the Effective Datebusiness, there has been no saleproperties, transfer assets or other Asset Disposition by it or any of its Subsidiaries of any material part liabilities, of the business Companies; provided, however, that neither of the Sellers expresses any opinion as to political or property economic matters of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Dategeneral applicability.

Financial Condition. (a) The audited combined consolidated and consolidating balance sheetssheet of the Consolidated Parties, and the related consolidated and consolidating statements of income earnings and statements of cash flows flows, as of Speedway Motorsports for the year ended December March 31, 2018 1997 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (ai) have been audited by PricewaterhouseCoopers LLPKPMG Peat Marwick, (bii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ciii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined consolidated financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries the Consolidated Parties as at the end of, and the related unaudited interim statements of income earnings and of cash flows for, each quarterly period ended after March 31, 1997 and prior to the fiscal quarter ended June 30, 2019 Closing Date have heretofore been furnished to each Lender. Such interim financial statements, statements for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined consolidated financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries the Consolidated Parties as of such date and for such periods. During the period from June 30March 31, 2019 1997 to and including the Effective Closing Date, there has been no sale, transfer or other Asset Disposition disposition by it or any of its Subsidiaries the Consolidated Parties of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiariesthe Consolidated Parties, taken as a whole, and there has been no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a wholeMaterial Acquisition, in each case which case, which, is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders Agents on or prior to the Effective Closing Date.

Financial Condition. (a) The audited combined balance sheets, statements sheet of income and statements of cash flows of Speedway Motorsports for the year ended Borrower as at December 31, 2018 1997 and 1998 and the related audited statements of operations, stockholders equity and cash flows for the fiscal years ended on such dates, certified as true and complete by a Responsible Officer of the Borrower and reported on by Xxxxxx Xxxxxxxx LLP, copies of which have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been prepared are complete and correct in accordance with GAAP consistently applied throughout the periods covered thereby all material respects and (c) present fairly (on in all material respects the basis disclosed in financial condition of the footnotes to Borrower as at such financial statements) dates, and the combined financial condition, results of its operations and its stockholders' equity and cash flows for each of Speedway Motorsports and its combined Subsidiaries as of such date and for such periodsthe fiscal years then ended. The unaudited interim balance sheets sheet of Speedway Motorsports and its consolidated Subsidiaries the Borrower as at the end ofOctober 2, 1999 and the related unaudited interim statements of income operations, stockholders' equity and of cash flows forfor the nine-month period ended on such date, certified by a Responsible Officer of the fiscal quarter ended June 30Borrower, 2019 copies of which have heretofore been furnished to each Lender, present fairly in all material respects the financial condition of the Borrower at such date, and the results of its operations, stockholders equity and cash flows for the nine-month period then ended (subject to normal year end audit adjustments). Such interim All such financial statements, for each such quarterly periodincluding the related schedules and notes thereto, (i) have been prepared in accordance with U.S. GAAP applied consistently applied throughout the periods covered thereby and involved (ii) present fairly (on except as approved by such accountants or Responsible Officer, as the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods. During the period from June 30, 2019 to and including the Effective Date, there has been no sale, transfer or other Asset Disposition by it or any of its Subsidiaries of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a wholecase may be, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material in relation to as disclosed therein and except that the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case which is not reflected in the foregoing unaudited financial statements or in the notes thereto or has do not otherwise been disclosed in writing to the Lenders on or prior to the Effective Datehave all footnotes required).

Financial Condition. The Borrowers have heretofore delivered to Lenders, at Lenders' request, the following financial statements and information: (i) the audited combined consolidated and consolidating balance sheetssheets of LVSI and its Subsidiaries as at December 31, 1999 and the related consolidated and consolidating statements of income income, stockholders' equity and statements of cash flows of Speedway Motorsports Borrowers and their Subsidiaries for the year Fiscal Year then ended December and (ii) the unaudited consolidated and consolidating balance sheets of LVSI and its Subsidiaries as at March 31, 2018 have heretofore been furnished to each Lender2000 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of LVSI and its Subsidiaries for the three months then ended. Such All such statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements (including as at the notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been prepared in accordance with GAAP consistently applied throughout respective dates thereof and the periods covered thereby and (c) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of Speedway Motorsports and its combined Subsidiaries as the entities described therein for each of the periods then ended, subject, in the case of any such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, to changes resulting from audit and normal year-end adjustments. Except for each such quarterly periodobligations under the Operative Documents, Borrowers do not (iand will not following the funding of the initial Loans) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial conditionany Contingent Obligation, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and contingent liability or liability for such periods. During the period from June 30taxes, 2019 to and including the Effective Date, there has been no sale, transfer long-term lease or other Asset Disposition by it forward or any of its Subsidiaries of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case which long-term commitment that is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed and which in writing any such case is material in relation to the Lenders on business, operations, properties, assets, financial condition or prior to the Effective Dateprospects of Borrowers and their Subsidiaries taken as a whole.

Financial Condition. The audited combined balance sheets, statements of income and statements of cash flows of Speedway Motorsports for the year ended December 31, 2018 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (a) have been The audited consolidated balance sheets of the Parent Borrower and its consolidated Subsidiaries as of September 30, 2004 and September 30, 2005 and the consolidated statements of income, shareholders’ equity and cash flows for the fiscal years ended September 30, 2003, September 30, 2004 and September 30, 2005, reported on by PricewaterhouseCoopers and accompanied by unqualified reports from KPMG LLP, (b) present fairly, in all material respects, the consolidated financial condition as at such date, and the consolidated results of operations and consolidated cash flows for the respective fiscal years then ended, of the Parent Borrower and its consolidated Subsidiaries. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby (except as approved by a Responsible Officer, and (c) present fairly (on the basis disclosed in any such schedules and notes, and subject to the omission of footnotes to from such unaudited financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods). During the period from June 30December 31, 2019 2005 to and including the Effective Closing Date, except as provided in or permitted under the Investment Agreement or in connection with the Transactions, there has been no sale, transfer or other Asset Disposition disposition by it or any of the Parent Borrower and its consolidated Subsidiaries of any material part of the business or property of Speedway Motorsports the Parent Borrower and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other personPerson) material in relation to the combined consolidated financial condition of Speedway Motorsports the Parent Borrower and its consolidated Subsidiaries, taken as a whole, in each case case, which is not reflected in the foregoing financial statements or in the notes thereto or and has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Closing Date.

Financial Condition. The Company has heretofore delivered to Lenders, at Lenders' request, the following financial statements and information: (i) the audited consolidated balance sheets of Company and its Subsidiaries as at December 31, 1997 and the related consolidated statements of income, stockholders' equity and cash flows of Company and its Subsidiaries for the Fiscal Year then ended, (ii) the unaudited consolidated balance sheets of Company and its Subsidiaries as at June 30, 1998 and the related unaudited consolidated statements of income, stockholders' equity and cash flows of Company and its Subsidiaries for the six-months then ended, (iii) the audited consolidated balance sheets of Anagram and its Subsidiaries as at December 31, 1997 and the consolidated statements of income, stockholders' equity and cash flows of Anagram and its Subsidiaries for its fiscal year then ended and (iv) the unaudited combined and combining balance sheetssheets of Anagram and its Subsidiaries as at June 30, 1998 and the unaudited combined and combining statements of income of Anagram and statements of cash flows of Speedway Motorsports its Subsidiaries for the year ended December 31, 2018 have heretofore been furnished to each Lendersix-months then ended. Such financial All such statements (including the notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been were prepared in accordance with GAAP consistently applied on a consistent basis throughout the periods covered thereby and (c) present fairly (on the basis disclosed except as otherwise indicated therein or in the footnotes to Anagram Acquisition Agreements) and fairly present, in all material respects, the financial position of the entities described in such financial statements) statements as of such respective dates and the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as the entities described therein for each of the periods then ended, subject, in the case of any such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, to changes resulting from audit and normal year-end adjustments. Company does not (iand did not immediately following the funding of the Existing AXELs) and Anagram does not (and will not immediately following the funding of the Additional AXELs) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial conditionany Guarantee, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and contingent liability or liability for such periods. During the period from June 30taxes, 2019 to and including the Effective Date, there has been no sale, transfer long-term lease or other Asset Disposition by it unusual forward or any of its Subsidiaries of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case which long-term commitment that is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed and which in writing any such case is material in relation to the Lenders on business, operations, properties, assets, condition (financial or prior otherwise) or prospects of Company or any of its Subsidiaries (after giving effect to the Effective DateAnagram Acquisition).

Financial Condition. The audited combined consolidated balance sheetssheet of the Borrower and its Consolidated Subsidiaries as at January 29, 1997 and the related consolidated statements of income and statements of cash flows of Speedway Motorsports for the year Fiscal Year ended December 31on such date, 2018 reported on by Price Waterhouse LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year then ended. Such All such financial statements (statements, including the related schedules and notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been prepared in accordance with GAAP applied consistently applied throughout the periods covered thereby involved (except as approved by such accountants or Responsible Officer, as the case may be, and (c) present fairly (as disclosed therein). Except as set forth on Schedule 5.1 or as permitted by the basis disclosed Existing Credit Agreement, neither the Borrower nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, material contingent liability or liability for taxes, or any material long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim foregoing statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed or in the footnotes to such financial statements) notes thereto. Except as set forth on Schedule 5.1 or as permitted by the combined financial conditionExisting Credit Agreement, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods. During during the period from June 30January 29, 2019 1997 to and including the Effective Date, date hereof there has been no sale, transfer or other Asset Disposition disposition by it the Borrower or any of its Consolidated Subsidiaries of any material part of the its business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock capital stock of any other personPerson) material in relation to the combined consolidated financial condition of Speedway Motorsports the Borrower and its consolidated SubsidiariesConsolidated Subsidiaries at January 29, taken as a whole, in each case which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Date1997.

Financial Condition. (a) The audited combined balance sheets, statements of income and statements of cash flows of Speedway Motorsports for the year ended December 31, 2018 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) of the Consolidated Parties for the fiscal year ended December 31, 1997, copies of which previously have been delivered to the Agent, (ai) have been audited by PricewaterhouseCoopers Ernst & Young LLP, (bii) have been prepared in accordance with GAAP consistently applied throughout the periods period covered thereby and (ciii) present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the combined financial conditionposition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries the Consolidated Parties as of such date and for such periodsperiod. The unaudited interim balance sheets of Speedway Motorsports sheet and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income operations and of cash flows for, for the fiscal quarter ended June 30March 28, 2019 1998, copies of which previously have heretofore been furnished delivered to each Lender. Such interim financial statements, for each such quarterly periodthe Agent, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the combined financial conditionposition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries the Consolidated Parties as of such date and for such periods. During the period from June 30December 31, 2019 1997 to and including the Effective Closing Date, there has been no sale, transfer or other Asset Disposition disposition by it or any of its Subsidiaries Consolidated Party of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiariesthe Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock capital stock of any other person) material in relation to the combined consolidated financial condition position of Speedway Motorsports and its consolidated Subsidiariesthe Consolidated Parties, taken as a whole, in each case which case, which, is not reflected in the foregoing financial statements or in the notes thereto or and has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Closing Date.

Financial Condition. (a) The audited combined consolidated and consolidating balance sheets, sheets and income statements of income and statements of cash flows of Speedway Motorsports APF for the year calendar years ended December 31, 2018 have heretofore been furnished to each Lender. Such financial statements 1998 and December 31, 1999 (including the notes thereto) (ai) have been audited by PricewaterhouseCoopers LLPPricewaterhouse Coopers, (bii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ciii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined consolidated financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries APF as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries APF as at the end of, and the related unaudited interim statements of income earnings and of cash flows for, each calendar month and quarterly period ended after December 31, 1999 and prior to the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, Closing Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined consolidated and consolidating financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries the APF as of such date and for such periods. During the period from June 30December 31, 2019 1999 to and including the Effective Closing Date, there has been no sale, transfer or other Asset Disposition disposition by it or any of its Subsidiaries APF or the Combined Parties of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiariesthe Combined Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other personPerson) material in relation to the combined consolidated financial condition of Speedway Motorsports and its consolidated Subsidiaries, the Combined Parties taken as a whole, in each case case, which is not reflected in the foregoing financial statements or in the notes thereto or and has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Closing Date. As of the Closing Date, the Borrower and its Subsidiaries have no material liabilities (contingent or otherwise) that are not reflected in the foregoing financial statements or in the notes thereto.

Financial Condition. (a) The audited combined consolidated balance sheetssheets of each of MGI and its consolidated Subsidiaries as of December 31, 1994, 1995 and 1996 and the audited consolidated statements of earnings, statements of income shareholders' equity and statements of cash flows of Speedway Motorsports for the year years ended December 31, 2018 1994, 1995 and 1996 have heretofore been furnished to each Lender. The unaudited interim consolidated financial statements of MGI for the nine-month period ended September 30, 1997 have heretofore been furnished to the Lenders. Such financial statements (including the notes thereto) (ai) in the case of the financial statements described in the first sentence of this subsection 5.1(a) have been audited by PricewaterhouseCoopers LLPKPMG Peat Marwick LLP (with respect to the 1994 and 1995 financial statements) and Coopers & Lybrxxx, X.L.P. (with respect to the 1996 financial statements), (bii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby except for in the case of unaudited financial statements described in the second sentence of this subsection 5.1(a), for the absence of footnotes, and (ciii) present fairly (on fairly, in all material respects, the basis disclosed in the footnotes to such financial statements) the combined consolidated financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports MGI and its consolidated Subsidiaries as of such date dates and for such periodsperiods (subject to normal year-end audit adjustments). During the period from June 30December 31, 2019 1996 to and including the Effective Date, except as provided in the Transaction Documents, there has been no sale, transfer or other Asset Disposition disposition by it or any of MGI and its consolidated Subsidiaries of any material part of the business or property of Speedway Motorsports MGI and its consolidated Subsidiaries, in each case taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other personPerson) material in relation to the combined consolidated financial condition of Speedway Motorsports MGI and its consolidated Subsidiaries, taken as a whole, in each case case, which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in a writing to the Lenders on or prior to the Effective Date.

Financial Condition. (a) The audited combined consolidated and unaudited consolidating balance sheetssheets of the Borrower and its Subsidiaries as of December 31, 1999, and the audited consolidated and unaudited consolidating statements of income earnings and statements of cash flows of Speedway Motorsports the Borrower and its Subsidiaries for the year years ended December 31, 2018 1997, December 31, 1998 and December 31, 1999 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (ai) with respect to the consolidated statements only, have been audited by PricewaterhouseCoopers LLPa nationally recognized accounting firm reasonably acceptable to the Agent, (bii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ciii) present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the combined consolidated and consolidating financial condition, results of operations and cash flows of Speedway Motorsports the Borrower and its combined Subsidiaries as of such date dates and for such periods. The unaudited interim balance sheets of Speedway Motorsports the Borrower and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income earnings and of cash flows for, the fiscal quarter each quarterly period ended after June 30, 2019 2000 and prior to the Effective Date for which financial information is available have heretofore been furnished to each Lender. Such interim financial statements, statements for each such quarterly period, period (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby thereby, except for the absence of footnotes, and (ii) present fairly (on in all material respects the basis disclosed in the footnotes to such financial statements) the combined consolidated and consolidating financial condition, results of operations and cash flows of Speedway Motorsports the Borrower and its consolidated Subsidiaries as of such date dates and for such periods, except for recurring annual audit adjustments. During the period from June 30, 2019 the Closing Date to and including the Effective Date, there has been no sale, transfer or other Asset Disposition disposition by it or any of its Subsidiaries Credit Party of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiariesthe Credit Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock capital stock of any other personPerson) material in relation to the combined consolidated financial condition of Speedway Motorsports and its consolidated Subsidiariesthe Credit Parties, taken as a whole, in each case which case, which, is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been thereto. Except as disclosed in writing to Schedule 5.1, the Lenders on balance sheets and the notes thereto included in the foregoing financial statements disclose all material liabilities, actual or prior to contingent, of the Effective DateBorrower and its Subsidiaries as of the dates thereof.

Financial Condition. (a) The audited combined consolidated balance sheetssheet of the Consolidated Parties, and the related consolidated statements of income earnings and statements of cash flows flows, as of Speedway Motorsports for the year ended December March 31, 2018 2011 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (ai) have been audited by PricewaterhouseCoopers KPMG LLP, (bii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ciii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined consolidated financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries the Consolidated Parties as at the end of, and the related unaudited interim statements of income earnings and of cash flows for, each quarterly period ended after March 31, 2011 and prior to the fiscal quarter ended June 30, 2019 Closing Date have heretofore been furnished to each Lender. Such interim financial statements, statements for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined consolidated financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries the Consolidated Parties as of such date and for such periods. During the period from June 30March 31, 2019 2011 to and including the Effective Closing Date, there has been no sale, transfer or other Asset Disposition disposition by it or any of its Subsidiaries the Consolidated Parties of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiariesthe Consolidated Parties, taken as a whole, and there has been no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a wholeAcquisition, in each case which case, which, is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders Agent on or prior to the Effective Closing Date.

Financial Condition. (a) The audited combined consolidated balance sheets, statements ------------------- sheet of income the Company and statements of cash flows of Speedway Motorsports for the year ended its consolidated Subsidiaries as at December 31, 2018 have 1995 and the related consolidated statements of operations, cash flows and changes in partners' equity of the Company and its consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse LLP, and the unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at March 31, 1996 and the related consolidated statements of operations, cash flows and changes in partners' equity of the Company and its consolidated Subsidiaries for the three-month period ended on such date, heretofore been furnished to the Agent and each Lender. Such Bank, are complete and correct and fairly present the consolidated financial statements (including condition of the notes thereto) (a) have been audited by PricewaterhouseCoopers LLPCompany and its consolidated Subsidiaries as at said dates and the consolidated results of their operations for the fiscal year and three-month period, (b) have been prepared respectively, ended on said dates, in accordance with GAAP consistently applied throughout (subject, in the periods covered thereby and (ccase of such financial statements as at March 31, 1996, to normal year-end adjustments) present fairly (all in conformity with GAAP applied on the basis disclosed in a consistent basis, except that the footnotes to such financial statements omitted reference to the Amended and Restated Guaranty Agreement referred to in item #4 of Schedule 7.19 hereto (which omission will be corrected in future financial statements) ). As at such dates, neither the combined financial conditionCompany nor any of its Subsidiaries had any material contingent liabilities, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as of such date and referred to or reflected or provided for such periods. The unaudited interim in said balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, said dates and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished except as are not required by GAAP to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (be disclosed on the basis disclosed in the footnotes financial statements referred to such financial statements) the combined financial conditionherein. Since December 31, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods. During the period from June 30, 2019 to and including the Effective Date1995, there has been no salematerial adverse change in the business, transfer properties, operations, condition (financial or other Asset Disposition by it otherwise) or any of its Subsidiaries of any material part prospects of the business or property of Speedway Motorsports Company and its consolidated Subsidiaries, taken as a whole, and no purchase Subsidiaries or other acquisition by any of them either of any business or property (including any Capital Stock of any other person) material the Partners from that set forth in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case which is not reflected in the foregoing said financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Dateas at said date.

Financial Condition. The Borrower has heretofore delivered to Lender, at Lender's request, the following financial statements and information: (i) the audited combined balance sheetssheet of Royale at June 30, 1997 and the related consolidated statements of income income, stockholders' equity and statements of cash flows of Speedway Motorsports Royale for the 12 months then ended, (ii) the unaudited statements of Property Gross Revenues and Operating Expenses for each of the Properties for the calendar year ended December 31, 2018 have heretofore been furnished to each Lender. Such 1994, December 31, 1995 and December 31, 1996, respectively, and (iii) the consolidated financial statements of Royale and its Subsidiaries required to be delivered to Lender pursuant to this Agreement. The statements referred to in clause (including i) of the notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been preceding sentence were prepared in accordance conformity with GAAP consistently applied throughout and fairly present, in all material respects, the periods covered thereby and (c) present fairly (on the basis disclosed in the footnotes to such consolidated financial statements) the combined financial condition, results position of operations and cash flows of Speedway Motorsports Royale and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, date thereof and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, consolidated results of operations and cash flows of Speedway Motorsports Royale and its Subsidiaries for the period then ended, subject to changes resulting from audit and normal year end adjustments and there are no material differences between such consolidated financial position and consolidated results of operations of Royale and its Subsidiaries as presented in such consolidated financial statements and the consolidated financial position and consolidated results of operations of Borrower and its Subsidiaries as at the date of such date consolidated financial statements and for such periods. During the period from June 30then ended. Royale and its Subsidiaries do not have any Contingent Obligation, 2019 to and including the Effective Datecontingent liability or liability for taxes, there has been no sale, transfer long-term lease or other Asset Disposition by it or any of its Subsidiaries of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material long-term commitment not customarily involved in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case which their respective businesses that is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed and which is material in writing relation to the Lenders on business, operations, properties, assets or prior to the Effective Datecondition (financial or otherwise) of Royale and its Subsidiaries.

Financial Condition. The audited combined consolidated balance sheetssheet of NorthStar Corp and its Consolidated Subsidiaries as of the fiscal year ending December 31, 2006, provided to the Administrative Agent and the related audited consolidated statements of income and statements retained earnings and of cash flows of Speedway Motorsports for the year ended December 31then ended, 2018 setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification arising out of the scope of the audit conducted by Xxxxx Xxxxxxxx, copies of which have heretofore been furnished to each Lenderthe Administrative Agent, are complete and correct and present fairly in all material respects the consolidated financial condition of NorthStar Corp and its Consolidated Subsidiaries of the foregoing as of such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. Such All such financial statements (statements, including the related schedules and notes thereto) thereto (a) have been audited by PricewaterhouseCoopers LLPif any), (b) have been prepared in accordance with GAAP applied consistently applied throughout the periods covered thereby and involved (c) present fairly (on except as disclosed therein). Neither NorthStar Corp nor any of its Consolidated Subsidiaries had, as of the basis disclosed date of the most recent balance sheet referred to above, any material contingent liability or liability for taxes, or any long term lease or unusual forward or long term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, that is not reflected in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim foregoing statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed or in the footnotes to such financial statements) the combined financial conditionnotes thereto. Except as otherwise disclosed publicly, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods. During during the period from June 30December 31, 2019 2006, to and including the Effective Datedate hereof, there has been no sale, transfer or other Asset Disposition disposition by it the Borrowers, the Guarantor or any Consolidated Subsidiaries of its Subsidiaries the foregoing of any material part of the their business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, Property and no purchase or other acquisition by any of them of any business or property Property (including any Capital Stock Equity Interests of any other personPerson) material in relation to the combined consolidated financial condition of Speedway Motorsports and its consolidated Subsidiariesthe Borrowers, taken as a whole, in each case which is not reflected in the Guarantor or any Consolidated Subsidiaries of the foregoing financial statements or in on the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Datedate hereof.

Financial Condition. The audited combined balance sheets, statements of income and statements of cash flows of Speedway Motorsports for the year ended December 31, 2018 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (c) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim consolidated balance sheets sheet of Speedway Motorsports the Borrower and its consolidated Subsidiaries as at the end ofof each calendar month from and after January 1, 2004 until the date hereof, and the related unaudited interim consolidated statements of income and of cash flows forfor the calendar month ended on such dates, the fiscal quarter ended June 30certified by a Responsible Officer, 2019 copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated condition of the Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the calendar month then ended. Such interim All such financial statements, for each such quarterly periodincluding the related schedules and notes thereto, (i) have been prepared in accordance with GAAP (except for, in the case of any unaudited financial statements, the absence of footnotes and year-end adjustments) applied consistently applied throughout the periods covered thereby involved (except as approved by such accountants or Responsible Officer, as the case may be, and (ii) present fairly (on as disclosed therein). Neither the basis disclosed in the footnotes to such financial statements) the combined financial condition, results Borrower nor any of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as had, at the date of such date and the most recent balance sheet referred to above, any material Guarantee Obligation, Contingent Liability (other than earnouts pursuant to an Acquisition) or liability for such periodstaxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto, subject to normal year-end adjustments. During the period from June 30December 31, 2019 2003 to and including the Effective Date, date hereof there has been no sale, transfer or other Asset Disposition disposition by it Global Signal, the Borrower or any of its their respective consolidated Subsidiaries of any material part of the its business or property of Speedway Motorsports and its consolidated Subsidiaries, taken (other than as a whole, permitted hereunder) and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) Person), other than Acquisitions not prohibited under this Agreement or the other Loan Documents, material in relation to the combined consolidated financial condition of Speedway Motorsports Global Signal and its consolidated SubsidiariesSubsidiaries at December 31, taken as a whole, in each case which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Date2003.

Financial Condition. The audited combined consolidated balance sheets, statements sheet of income the Company and statements of cash flows of Speedway Motorsports for the year ended its Subsidiaries as at December 31, 2018 have heretofore been furnished to each Lender. Such financial 2000 and the related audited consolidated statements (including of operations and stockholders' equity and cash flows for the fiscal year ended on such date and the notes thereto) thereto present fairly the consolidated financial condition of the Company and its Subsidiaries as of such date, and the consolidated results of their operations and cash flows for the fiscal year then ended. The unaudited consolidated condensed balance sheets of the Company and its Subsidiaries as at March 31, June 30 and September 30, 2001 and the related unaudited consolidated condensed statements of operations and stockholders' equity and cash flows for the periods ended on such dates and the notes thereto present fairly the consolidated financial condition of the Company and its Subsidiaries as of such respective dates, and the consolidated results of their operations and cash flows for the respective periods then ended (a) have been audited by PricewaterhouseCoopers LLPsubject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, (b) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (c) present fairly (on the basis disclosed subject, in the footnotes to such financial statements) case of the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (ito normal year-end audit adjustments and the absence of footnotes) have been prepared in accordance with GAAP applied consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis presented except as disclosed in the footnotes to such financial statements) statements and the combined financial condition, results notes thereto or in writing to the Lenders prior to the date of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periodsthis Agreement. During Neither the period from June 30, 2019 to and including the Effective Date, there has been no sale, transfer or other Asset Disposition by it or Company nor any of its Subsidiaries of has any material part of the business Contingent Obligation or property of Speedway Motorsports and its consolidated Subsidiariesany material obligation, taken as a wholeliability or commitment, and no purchase direct or other acquisition by contingent (including, without limitation, any of them of liability for taxes or any business material forward or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiarieslong-term commitment), taken as a whole, in each case which is not (A) reflected in the foregoing financial statements or in and the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Datedate hereof or (B) permitted to be incurred under this Agreement.

Financial Condition. (i) The audited combined consolidated balance sheetssheet of NorthStar and its Consolidated Subsidiaries as of the fiscal year ending December 31, 2006 provided to the Purchaser and the related audited consolidated statements of income and statements retained earnings and of cash flows of Speedway Motorsports for the year ended December 31then ended, 2018 setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification arising out of the scope of the audit conducted by Xxxxx Xxxxxxxx, copies of which have heretofore been furnished to each Lenderthe Purchaser, are complete and correct and present fairly in all material respects the consolidated financial condition of NorthStar and its Consolidated Subsidiaries of the foregoing as of such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. Such All such financial statements (statements, including the related schedules and notes thereto) thereto (a) have been audited by PricewaterhouseCoopers LLPif any), (b) have been prepared in accordance with GAAP applied consistently applied throughout the periods covered thereby and involved (c) present fairly (on except as disclosed therein). Neither NorthStar nor any of its Consolidated Subsidiaries had, as of the basis disclosed date of the most recent balance sheet referred to above, any material contingent liability or liability for taxes, or any long term lease or unusual forward or long term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, that is not reflected in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim foregoing statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed or in the footnotes to such financial statements) the combined financial conditionnotes thereto. Except as otherwise disclosed publicly, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods. During during the period from June 30December 31, 2019 2006 to and including the Effective Datedate hereof, there has been no sale, transfer or other Asset Disposition disposition by it the Seller, the Guarantor or any Consolidated Subsidiaries of its Subsidiaries the foregoing of any material part of the their business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, Property and no purchase or other acquisition by any of them of any business or property Property (including any Capital Stock Equity Interest of any other personPerson) material in relation to the combined consolidated financial condition of Speedway Motorsports and its consolidated Subsidiariesthe Seller, taken as a whole, in each case which is not reflected in the Guarantor or any Consolidated Subsidiaries of the foregoing financial statements or in on the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Datedate hereof.

Financial Condition. (a) The audited combined consolidated balance sheetssheets of the Borrower and its consolidated Subsidiaries as of April 30, 1995, April 30, 1996 and April 26, 1997 and the audited consolidated statements of income and statements of cash flows of Speedway Motorsports for the year fiscal years ended December 31, 2018 on such dates have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (ai) have been audited by PricewaterhouseCoopers LLPPrice Waterhouse, (bii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ciii) present fairly (on the basis disclosed in the footnotes to such financial statements) present fairly, in all material respects, the combined consolidated financial condition, results of operations and cash flows of Speedway Motorsports the Borrower and its combined consolidated Subsidiaries as of such date dates and for such periods. The unaudited interim consolidated balance sheets of Speedway Motorsports the Borrower and its consolidated Subsidiaries as at the end of, and the related unaudited interim consolidated statements of income and of cash flows for, each of the three-month periods ending on July 26, 1997, October 25, 1997 and January 24, 1998 and each fiscal quarter month ended June 30after January 24, 2019 1998 and prior to the Effective Date have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods. During the period from June 30April 26, 2019 1997 to and including the Effective Date, except for the Spin-Offs or as disclosed in Schedule 5.1 hereto, there has been no sale, transfer or other Asset Disposition disposition by it the Borrower or any of its Subsidiaries of any material part of the business or property of Speedway Motorsports the Borrower and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other personPerson) material in relation to the combined consolidated financial condition of Speedway Motorsports the Borrower and its consolidated Subsidiaries, taken as a whole, in each case case, which is not reflected in the foregoing financial statements or in the notes thereto or and has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Date.

Financial Condition. (f) The audited combined consolidated balance sheets, sheets and income statements of income and statements of cash flows of Speedway Motorsports the Consolidated Parties for the year fiscal years ended December 31, 2018 have heretofore been furnished to each Lender. Such financial statements 2009, December 31, 2010 and December 31, 2011 (including the notes thereto) (ai) have been audited by PricewaterhouseCoopers KPMG LLP, (bii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby thereby, except as otherwise expressly noted therein and (ciii) present fairly (on the basis disclosed in the footnotes to such financial statements) in all material respects the combined consolidated financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries the Consolidated Parties as at the end of, and the related unaudited interim statements of income earnings and of cash flows for, each quarterly period ended after December 31, 2011 and prior to the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, Closing Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby thereby, except as otherwise expressly noted therein and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) in all material respects the combined consolidated financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries the Consolidated Parties as of such date and for such periods. During the period from June 30December 31, 2019 2011 to and including the Effective Closing Date, there has been no sale, transfer or other Asset Disposition disposition by it or any of its Subsidiaries Consolidated Party of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiariesthe Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other personPerson) material in relation to the combined consolidated financial condition of Speedway Motorsports and its consolidated Subsidiariesthe Consolidated Parties, taken as a whole, in each case case, which is not reflected in the foregoing financial statements or in the notes thereto or and has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Closing Date. As of the Closing Date, the Borrowers and their Subsidiaries have no material liabilities (contingent or otherwise) that are not reflected in the foregoing financial statements or in the notes thereto.

Financial Condition. The Borrower has heretofore delivered to Lenders, at Lenders’ request, (i) the audited combined consolidated balance sheetssheet of Parent and its Subsidiaries as at December 31, 2004 and the related consolidated statements of income operations, stockholders’ equity and statements of cash flows of Speedway Motorsports Parent and its Subsidiaries for the year Fiscal Year then ended December and (ii) the unaudited consolidated balance sheets of Borrower and its Subsidiaries as at March 31, 2018 have heretofore been furnished to each Lender2005 and the related unaudited consolidated statements of operations and cash flows of Parent and its Subsidiaries for the period then ended. Such All such statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position (on a consolidated basis) of the entities described in such financial statements (including as at the notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been prepared in accordance with GAAP consistently applied throughout respective dates thereof and the periods covered thereby and (c) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows (on a consolidated basis) of Speedway Motorsports and its combined Subsidiaries as the entities described therein for each of the periods then ended, subject, in the case of any such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby to changes resulting from audit and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periodsnormal year-end adjustments. During the period from June 30, 2019 to and including the Effective Date, there has been no sale, transfer or other Asset Disposition by it or Neither Parent nor any of its Subsidiaries of has any material part of the business Contingent Obligation, contingent liability or property of Speedway Motorsports and its consolidated Subsidiariesliability for taxes, taken as a whole, and no purchase long-term lease or other acquisition by any of them of any business unusual forward or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case which long-term commitment that is not reflected in the foregoing financial statements or in the notes thereto or has not that is otherwise been disclosed in writing contemplated or permitted under this Agreement and, as of any Funding Date subsequent to the Restatement Date, is not reflected in the most recent financial statements delivered to Lenders on pursuant to subsection 6.1 or prior the notes thereto and that, in any such case, is material in relation to the Effective Datebusiness, operations, properties, assets, condition (financial or otherwise) or prospects of Parent or any of its Subsidiaries taken as a whole.

Financial Condition. The audited combined balance sheets, Acquiror has conducted no business activities during the past approximate 48 months preceding the date of this Agreement and may presently be described as a public shell entity. The present business plan of the Acquiror provides for the investigation of various lines of business to be initiated and/or the identification and consummation of a business combination with an operating business entity such as the Acquiree. The financial statements of income the Acquiror, as certified by Chapxxx & Xompany, independent certified public accountants, furnished to the Acquiree pursuant to the terms of this Agreement or which may be furnished to the Acquiree in accordance with the terms of this Agreement or for utilization in the annual and statements current reports of cash flows the Acquiror to be filed with the Commission and reflecting the financial conditions and results of Speedway Motorsports operations of the Acquiror at and for the year ended December 31fiscal years indicated or for such other periods indicated, 2018 have heretofore been furnished to each Lender. Such fairly present or will fairly present in all material respects the financial condition of the Acquiror as of the date of such financial statements (including whether audited or unaudited), all to the notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been prepared best of the knowledge of the Acquiror in accordance with GAAP generally accepted accounting principles consistently applied throughout the periods covered thereby and (c) present fairly (on the basis disclosed except as may be indicated in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income notes thereto and of cash flows forother information relating thereto. Except as set forth in Schedule VIII hereto, the fiscal quarter ended June 30Acquiror has no liabilities or obligations of any nature which, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout generally accepted accounting principles, must be set forth in the periods covered thereby and described financial statements except those liabilities which are incurred as a result of the ordinary course of business of the Acquiror after the date of the most recent financial statements (ii) present fairly (which liabilities will be reflected in an amendment to Schedule VIII on the basis disclosed Closing Date), which are incurred by the Acquiror in connection with the footnotes to such financial statements) the combined financial condition, results of operations preparation and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods. During the period from June 30, 2019 to and including the Effective Date, there has been no sale, transfer or other Asset Disposition by it or any of its Subsidiaries of any material part filing of the business annual and periodic reports to be filed by the Acquiror under the Exchange Act, which are incurred in connection with the preparation of the Acquiror for the consummation of the transaction provided for herein, or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case are liabilities which is would not reflected in the foregoing financial statements either singularly or in the notes thereto or has not otherwise been disclosed in writing to aggregate have a material adverse affect on the Lenders on or prior to Acquiror. Without the Effective Date.express written consent of the

Financial Condition. (a) The audited combined consolidated and consolidating balance sheetssheets of the Borrower and its Subsidiaries as of December 31, 1999, and the audited consolidated and consolidating statements of income earnings and statements of cash flows of Speedway Motorsports the Borrower and its Subsidiaries for the year years ended December 31, 2018 1999, have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (ai) have been audited by PricewaterhouseCoopers LLPErnst & Young, (bii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ciii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined consolidated and consolidating financial condition, results of operations and cash flows of Speedway Motorsports the Borrower and its combined Subsidiaries as of such date dates and for such periods. The unaudited interim balance sheets of Speedway Motorsports the Borrower and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income earnings and of cash flows for, each fiscal month and quarterly period ended after December 31, 1999 and prior to the fiscal quarter ended June 30, 2019 Effective Date for which financial information is available have heretofore been furnished to each Lender. Such interim financial statements, statements for each such quarterly period, period (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby thereby, except for the absence of footnotes, and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined consolidated and consolidating financial condition, results of operations and cash flows of Speedway Motorsports the Borrower and its consolidated Subsidiaries as of such date dates and for such periods, except for recurring annual audit adjustments. During the period from June 30December 31, 2019 1999 to and including the Effective Date, there has been no sale, transfer or other Asset Disposition disposition by it or any of its Subsidiaries Consolidated Party of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiariesthe Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock capital stock of any other personPerson) material in relation to the combined consolidated financial condition of Speedway Motorsports and its consolidated Subsidiariesthe Consolidated Parties, taken as a whole, in each case case, which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been thereto. Except as disclosed in writing to Schedule 5.1, the Lenders on balance sheets and the notes thereto included in the foregoing financial statements disclose all material liabilities, actual or prior to contingent, of the Effective DateBorrower and its Subsidiaries as of the dates thereof.

Financial Condition. The audited combined Obligors have heretofore furnished to each of the Lenders the consolidated and consolidating balance sheetssheets of the Company and its Subsidiaries as at December 31, 1999 and the related consolidated and consolidating statements of income, retained earnings and cash flow of the Company and its Subsidiaries for the fiscal year ended on said date, with the opinion thereon (in the case of said consolidated balance sheet and statements) of Arthur Andersen LLP, and the unaudited consolidated and consolidating xxxxxcx xxxxxx of the Company and its Subsidiaries as at March 31, 2000 and the related consolidated and consolidating statements of income and statements retained earnings of cash flows of Speedway Motorsports the Company and its Subsidiaries for the three-month period ended on such date. All such financial statements are complete and correct and fairly present the consolidated financial condition of the Obligors, and (in the case of said consolidating financial statements) the respective unconsolidated financial condition of the Obligors, as at said dates and the consolidated and unconsolidated results of their operations for the fiscal year and three-month period ended December on said dates (subject, in the case of such financial statements as at March 31, 2018 have heretofore been furnished 2000, to each Lender. Such financial statements (including normal year-end audit adjustments), all in accordance with generally accepted accounting principles and practices applied on a consistent basis, except as otherwise indicated in the notes thereto) (a) have been audited by PricewaterhouseCoopers LLP. None of the Obligors has on the date hereof any material contingent liabilities, (b) have been liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, in each case, of a type required to be reflected in a balance sheet prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (c) present fairly (on the basis disclosed GAAP, except as referred to or reflected or provided for in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim said balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end ofsaid dates. Since December 31, and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods. During the period from June 30, 2019 to and including the Effective Date1999, there has been no salematerial adverse change in the consolidated financial condition, transfer or other Asset Disposition by it or any of its Subsidiaries of any material part of the operations, business or property of Speedway Motorsports and its consolidated Subsidiaries, prospects taken as a whole, and no purchase or other acquisition by any whole of them of any business or property (including any Capital Stock of any other person) material the Obligors from that set forth in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case which is not reflected in the foregoing said financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Dateas at said date.

Financial Condition. The Borrower has heretofore delivered to Lenders, at Lenders' request, (i) the audited combined consolidated balance sheetssheet of Parent and its Subsidiaries as at December 31, 2001 and the related consolidated statements of income income, stockholders' equity and statements of cash flows of Speedway Motorsports Parent and its Subsidiaries for the year Fiscal Year then ended December and (ii) the unaudited consolidated balance sheets of Borrower and its Subsidiaries as at March 31, 2018 have heretofore been furnished to each Lender2002 and June 30, 2002 and the related unaudited consolidated statements of income, stockholders' equity and cash flows of Parent and its Subsidiaries for the periods then ended. Such All such statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position (on a consolidated basis) of the entities described in such financial statements (including as at the notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been prepared in accordance with GAAP consistently applied throughout respective dates thereof and the periods covered thereby and (c) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows (on a consolidated basis) of Speedway Motorsports and its combined Subsidiaries as the entities described therein for each of the periods then ended, subject, in the case of any such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby to changes resulting from audit and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periodsnormal year-end adjustments. During the period from June 30, 2019 to and including the Effective Date, there has been no sale, transfer or other Asset Disposition by it or Neither Parent nor any of its Subsidiaries of has any material part of the business Contingent Obligation, contingent liability or property of Speedway Motorsports and its consolidated Subsidiariesliability for taxes, taken as a whole, and no purchase long-term lease or other acquisition by any of them of any business unusual forward or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case which long-term commitment that is not reflected in the foregoing financial statements or in the notes thereto or has not that is otherwise been disclosed in writing contemplated or permitted under this Agreement and, as of any Funding Date subsequent to the Closing Date, is not reflected in the most recent financial statements delivered to Lenders on pursuant to subsection 6.1 or prior the notes thereto and that, in any such case, is material in relation to the Effective Datebusiness, operations, properties, assets, condition (financial or otherwise) or prospects of Parent or any of its Subsidiaries taken as a whole.

Financial Condition. The audited combined consolidated balance sheets, statements sheet of income the Company and statements of cash flows of Speedway Motorsports for the year ended December 31, 2018 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (c) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at January 2, 1995 and the end ofrelated consolidated statements of operations, cash flows and changes in shareholders’ equity of the Company and the consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse & Co., and the related unaudited interim statements consolidated balance sheet of income the Company and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as at July 2, 1995 and the related consolidated statements of operations, cash flows and changes in Shareholders’ equity of the Company and the consolidated Subsidiaries for the six-month period ended on such date, heretofore furnished to the Agent and each Bank, are complete and correct and fairly present the consolidated financial condition of the Company and the consolidated Subsidiaries as at said dates and the consolidated results of their operations for the fiscal year and six-month period ended on said dates, subject, in the case of such date financial statements as at July 2, 1995, to normal year-end adjustments all in conformity with generally accepted accounting principles applied on a consistent basis. As at such dates, neither the Company nor any of its Subsidiaries had any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheets as at said dates and for such periodsexcept as are not required by generally accepted accounting principles and practices to be disclosed on the financial statements referred to herein. During the period from June 30Since January 2, 2019 to and including the Effective Date1995, there has been no salematerial adverse change in the consolidated financial condition or operations, transfer or other Asset Disposition by it the prospects or any of its Subsidiaries of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports Company and its consolidated Subsidiaries, taken as a whole, Subsidiaries from that set forth in each case which is not reflected in the foregoing said financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Dateas at said date.

Financial Condition. The audited combined consolidated balance sheets, statements sheet of income the ------------------- Company and statements of cash flows of Speedway Motorsports for the year ended its subsidiaries as at December 31, 2018 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (c) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of2003, and the related unaudited interim consolidated statements of income income, stockholders' equity and cash flow of cash flows for, the Company and its subsidiaries for the fiscal quarter year ended on said date, with the opinion thereon of Ham, Langston & Brezina, L.L.X. xxxxxxxxxe fxxxxxxxd to the Purchaser, and the unaudited consolidated balance sheet of the Company and its subsidiaries as at June 30, 2019 have 2004, and the related consolidated statements of income, stockholders' equity and cash flow of the Company and its subsidiaries for the six-month period ending on such date heretofore been furnished to each Lender. Such the Purchaser, are complete and correct and fairly present the consolidated financial condition of the Company and its subsidiaries as at said dates and the results of its operations for the fiscal year and the nine-month period ending on said dates, all in accordance with generally accepted accounting principles ("GAAP"), as applied on a consistent basis (subject, in the case of the interim financial statements, for each such quarterly periodto normal year-end adjustments). Other than the credit facility with Fortuna Energy, (i) have been prepared L.P. described in accordance with GAAP consistently applied throughout Schedule 2 attached hereto, neither the periods covered thereby and (ii) present fairly (Company nor any of its subsidiaries has on the basis disclosed date hereof any debt, trade payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the footnotes to such financial statements) statements or except to the combined extent that the existence of any of the foregoing would not have a material adverse effect on the condition (financial conditionor otherwise), results business or prospects of operations and cash flows of Speedway Motorsports and the Company or its consolidated Subsidiaries as of such date and for such periodsproperties or assets. During the period from June 30Since December 31, 2019 to and including the Effective Date2003, there has been no salechange or event having or reasonably likely to have a material adverse effect on the condition (financial or otherwise), transfer business or other Asset Disposition by it or any of its Subsidiaries of any material part prospects of the Company or its properties or assets, except as disclosed to the Purchaser in writing. Since the date of such financial statements, neither the business or property nor the properties of Speedway Motorsports and its consolidated Subsidiariesthe Company's subsidiaries, taken as a whole, have been materially and no purchase adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other acquisition labor disturbance, embargo, requisition or taking of property or cancellation of contracts, permits or concessions by any governmental entity, riot, activities of them armed forces or acts of God or of any business or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Datepublic enemy.

Financial Condition. (a) The audited combined consolidated balance sheetssheet of the Consolidated Parties, and the related consolidated statements of income earnings and statements of cash flows flows, as of Speedway Motorsports for the year ended December March 31, 2018 2001 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (ai) have been audited by PricewaterhouseCoopers LLPKPMG Peat Marwick, (bii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ciii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined consolidated financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries the Consolidated Parties as at the end of, and the related unaudited interim statements of income earnings and of cash flows for, each quarterly period ended after March 31, 2001 and prior to the fiscal quarter ended June 30, 2019 Closing Date have heretofore been furnished to each Lender. Such interim financial statements, statements for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined consolidated financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries the Consolidated Parties as of such date and for such periods. During the period from June 30March 31, 2019 2001 to and including the Effective Closing Date, there has been no sale, transfer or other Asset Disposition disposition by it or any of its Subsidiaries the Consolidated Parties of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiariesthe Consolidated Parties, taken as a whole, and there has been no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a wholeAcquisition, in each case which case, which, is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders Agents on or prior to the Effective Closing Date.

Financial Condition. (a) The audited combined consolidated balance sheetssheet of the Company and its consolidated Subsidiaries as at September 30, 2000 and the related consolidated statements of income and statements of cash flows of Speedway Motorsports for the fiscal year ended December 31on such date, 2018 reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. Such The unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at December 31, 2000 and the related unaudited consolidated statements of income and of cash flows for the three-month period ended on such date, certified by the chief financial statements officer of the Company, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the respective three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been prepared in accordance with GAAP applied consistently applied throughout the periods covered thereby involved (except as approved by such accountants or chief financial officer, as the case may be, and (c) present fairly (as disclosed therein). Except as set forth on Schedule 6.1, neither the basis disclosed in the footnotes to such financial statements) the combined financial condition, results Company nor any of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as had, at the end ofdate of the most recent balance sheet referred to above, and the related unaudited interim statements of income and of cash flows forany material Guarantee Obligation, the fiscal quarter ended June 30contingent liability or liability for taxes, 2019 have heretofore been furnished to each Lender. Such interim financial statementsor any long-term lease or unusual forward or long-term commitment, for each such quarterly periodincluding, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the footnotes to such financial statements) foregoing statements or in the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periodsnotes thereto. During the period from June September 30, 2019 2000 to and including the Effective Date, date hereof there has been no sale, transfer or other Asset Disposition disposition by it the Company or any of its consolidated Subsidiaries of any material part of the its business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock capital stock of any other personPerson) material in relation to the combined consolidated financial condition of Speedway Motorsports the Company and its consolidated SubsidiariesSubsidiaries at September 30, taken as a whole2000, in each case which is not reflected other than the sale of inventory in the foregoing financial statements or in the notes thereto or has not ordinary course of business and as otherwise been disclosed in writing to the Lenders on or prior to the Effective Datepermitted hereunder.

Financial Condition. The audited combined balance sheetsBorrower has made available to the Lender a true and complete copy of each form, statements report, schedule, registration statement and definitive proxy statement filed by the Borrower with the SEC since January 1, 1997 (as such documents have since the time of income their filing been amended or supplemented, the "BORROWER SEC DOCUMENTS"), which are all of the documents that the Borrower was required to file with the SEC since January 1, 1997. Except as set forth in Section 3.1(d) of the Company Disclosure Schedule, as of their respective dates, the Borrower SEC Documents complied in all material respects with the requirements of the Securities Act and statements the Exchange Act, as applicable, and none of cash flows of Speedway Motorsports for the year ended December 31, 2018 have heretofore been furnished to each Lender. Such Borrower SEC Documents (including all financial statements (including included therein and all exhibits and schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the notes statements therein, in light of the circumstances under which they were made, not misleading. The Financial State ments delivered by the Borrower to the Lender comply as to form in all material respects with applicable accounting requirements and with the rules and regulations of the SEC with respect thereto) (a) have been audited by PricewaterhouseCoopers LLP, (b) have been prepared in accordance with GAAP consistently applied throughout on a consistent basis during the periods covered thereby and involved (c) present fairly (on the basis disclosed except as may be indicated in the footnotes notes thereto or, in the case of the unaudited Financial Statements, as permitted by Exchange Act Form 10-Q) and fairly present (subject, in the case of the unaudited Financial Statements, to such financial statementsnormal, recurring audit adjustments that, individually and in the aggregate, were not material) the combined financial condition, position of the Borrower as at the dates thereof and the results of each of their operations and cash flows for the periods then ended. There are no Liabilities of Speedway Motorsports and its combined Subsidiaries as any kind required to be disclosed under GAAP that are not disclosed, reflected or reserved against in the Financial Statements of such date and the Borrower, except for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed Liabilities incurred in the footnotes to such financial statements) ordinary course of business consistent with past practice since the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods. During the period from June 30, 2019 to and including the Effective Date, there has been no sale, transfer or other Asset Disposition by it or any of its Subsidiaries of any material part of the business Borrower's most recent audited Financial Statements or property as set forth in Section 3.1(d) of Speedway Motorsports and its consolidated Subsidiaries, taken the Company Disclosure Schedule or as would not have a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material in relation Material Adverse Effect with respect to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Effective DateBorrower.

Financial Condition. (i) The audited combined consolidated balance sheets, sheet of the Guarantor at the end of its most recent fiscal year and the related consolidated statements of income and statements comprehensive income, of changes in equity and of cash flows of Speedway Motorsports the Guarantor for the year fiscal period ended December 31on such date, 2018 reported on by its independent public accountants, and (ii) the unaudited consolidated balance sheet of the Guarantor at the end of its most recent fiscal quarter and the related consolidated statements of income and cash flows of the Guarantor for the portion of the fiscal period ended on such date, certified as complete and correct and prepared in accordance with GAAP (subject to normal year-end adjustments) by the chief financial officer or treasurer of the Guarantor, copies of each of which have heretofore been furnished to each LenderNoteholder, are complete and correct and present fairly (except, with respect to interim statements, for normal year end adjustments) the consolidated financial position of the Guarantor as of such dates, and the consolidated results of operations and cash flows for the fiscal periods then ended and, in the case of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through such date. Such All such financial statements (statements, including the related schedules and notes thereto) thereto in the case of statements referred to in the foregoing clause (a) have been audited by PricewaterhouseCoopers LLPii), (b) have been prepared in accordance with GAAP applied consistently applied throughout the periods covered thereby involved (except, with respect to interim statements, for normal year-end adjustments and (c) present fairly (on that such interim statements may be condensed and exclude detailed footnote disclosure and except as concurred with such accountants or such chief financial officer, as the basis case may be, and as disclosed in therein). The Guarantor did not, as of the footnotes to date of any such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of income and of cash flows for, the fiscal quarter ended June 30, 2019 have heretofore been furnished to each Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods. During the period from June 30, 2019 to and including the Effective Date, there has been no sale, transfer or other Asset Disposition by it or any of its Subsidiaries of any material part of the business obligation, contingent or property of Speedway Motorsports and its consolidated Subsidiariesotherwise, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, in each case which is was not reflected in the foregoing financial statements or in the notes thereto and which, individually or has not otherwise been disclosed in writing the aggregate, could reasonably be expected to the Lenders on or prior to the Effective Datehave a Material Adverse Effect.