The unaudited pro forma consolidated balance sheet of the Parent REIT and its consolidated Subsidiaries as at December 31, 2018 (including the notes thereto) as prepared and filed in connection with the Parent REIT Follow-On Offering (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to # the Parent REIT Follow-On Offering, any Loans to be made on the Restatement Effective Date and the use of proceeds thereof and # the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Parent REIT as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of the Parent REIT and its consolidated Subsidiaries as at December 31, 2018, assuming that the events specified in the preceding sentence had actually occurred at such date.

Financial Condition. Neither the Buyer nor any general partner, limited partner, shareholder or joint venturer in the Buyer is involved in any financial difficulties which would impair or prevent a closing pursuant to this Agreement on the Closing Date. The Buyer has now and will have as of the Closing Date sufficient liquid assets, capital and net worth to meet its obligations under the Sale Documents and to pay the Purchase Price without any financing or other contingencies.

. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 2021 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the related pro forma consolidated statements of income and of cash flows ended on such date, copies of which have heretofore been furnished to each Lender, have been prepared giving effect (as if such events had occurred on such date) to # the 2021 Transactions and # the payment of fees and expenses in connection with the foregoing (collectively, the “Transactions”). The Pro Forma Balance Sheet and the related pro forma consolidated statements of income and of cash flows have been prepared based on the best information available to the Borrower as of the date of delivery thereof, and present fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at June 30, 2021, assuming that the events specified in the preceding sentence had actually occurred at such date.

The financial statements described in Section 5.1(k) and those delivered to the Lenders pursuant to Section 7.1(a) and (b): # have been prepared in accordance with GAAP (subject, in the case of quarterly financial statements, to changes resulting from audit and normal year-end audit adjustments) and # present fairly the consolidated financial condition, results of operations and cash flows of the Borrowers and their Subsidiaries as of such date and for such periods. Since June 30, 2018, there has been no sale, transfer or other disposition by any Borrower or any of its Subsidiaries of any material part of the business or property of the Borrowers and their Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock or other equity interests of any other Person) material in relation to the consolidated financial condition of the Borrowers and their Subsidiaries, taken as a whole, in each case, which, is not # reflected in the most recent financial statements described in Section 5.1(k) or delivered to the Lenders pursuant to Section 7.1 or in the notes thereto or # otherwise permitted by the terms of this Credit Agreement.

Financial Condition. The Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders’ equity and cash flows as of and for the fiscal year ended December 31, 2017, reported on by BDO USA, LLP, independent public accountants. Such financial statements present fairly, in all material respects, the financial condition and results of operations and cash flows of the Company and its Subsidiaries as of such date and for such period in accordance with GAAP.

(i) The audited consolidated balance sheets of Holdings as of December 31, 2014 and December 31, 2013 and the related consolidated statements of operations, equity and cash flows of Holdings for the Fiscal Years ended December 31, 2014, December 31, 2013 and December 31, 2012, reported on by and accompanied by unqualified reports from Ernst & Young LLP, and # the unaudited consolidated balance sheets of Holdings and the related consolidated statements of operations and cash flows of Holdings for the quarter ended March 31, 2015, 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 Holdings. 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 disclosed in any such schedules and notes).

Financial Condition. All balance sheets, financial statements, profit and loss statements, and all other financial information heretofore furnished to Lender are true and correct and fairly reflect the financial condition of Borrower as of the dates thereof, including all contingent liabilities of every type and that the financial condition of Borrower as stated in the financial statements provided to Lender has not changed materially and adversely since the dates of such documents.

. The audited consolidated balance sheets of the Borrower and its consolidated Restricted Subsidiaries as at December 31, 2016, December 31, 2017 and December 31, 2018, and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from KPMG LLP, present fairly, in all material respects, the consolidated financial condition of the Borrower and its consolidated Restricted Subsidiaries as at each such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Restricted Subsidiaries as at March 31, 2019, and the related unaudited consolidated statement of income, stockholders’ equity and cash flow for the three-month period ended on such date, present fairly, in all material respects, the consolidated financial condition of the Borrower and its consolidated Restricted Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flow for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein), except that the interim financial statements are subject to year-end adjustments and are lacking footnote disclosures.

The pro forma covenant compliance certificate described in [Section 5.2(k)], copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to # the Loans to be made on the Funding Date and the use of proceeds thereof, # the Acquisition and # the payment of fees and expenses in connection with the foregoing. Such certificate has been prepared based on the best information available to the Borrowers as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial covenant compliance of Holdings and its consolidated Subsidiaries as at the Funding Date, assuming that the events specified in the preceding sentence had actually occurred at such date.

The audited combined balance sheets, statements of income and statements of cash flows of [[Speedway Motorsports:Organization]] for the year ended December 31, 2018 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) # have been audited by PricewaterhouseCoopers LLP, # have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and # 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:Organization]] and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of [[Speedway Motorsports:Organization]] 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, # have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and # 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:Organization]] 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:Organization]] 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:Organization]] 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.