Common use of Reports and Financial Statements Clause in Contracts

Reports and Financial Statements. The Company has furnished or made available to the Purchaser true and complete copies of all reports or registration statements it has filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “Company SEC Documents”). As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and, as of its respective filing date, no Company SEC Document filed under the Exchange Act 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 statements made therein, in the light of the circumstances in which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s financial statements, including the notes thereto, included in the Company SEC Documents (the “Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”) and present fairly the Company’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods specified (subject, in the case of unaudited statements, to normal audit adjustments). Since the date of the most recent Company SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SEC.

Reports and Financial Statements. The Company has furnished filings (other than immaterial filings) required to be made by CEI and the CEI Subsidiaries under the Securities Act, the Exchange Act, PUHCA, the Power Act, the Atomic Energy Act or made available to the Purchaser true applicable state public utility laws and complete copies of all reports or registration statements it has regulations have been filed with the Securities and Exchange Commission (SEC, FERC, the “SEC”) under NRC or the Securities Act and the Securities Exchange Act of 1934appropriate state public utilities commission, as amended the case may be, including all forms, statements, reports, tariffs, contracts, agreements (the “Exchange Act”)oral or written) and all documents, for all periods subsequent exhibits, amendments and supplements appertaining thereto required to November 1, 2002, all in the form so be filed (collectively the “Company SEC Documents”)with such commission. As of their respective filing dates, the Company reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by CEI or any CEI Subsidiary with the SEC Documents since January 1, 1997 (the "CEI SEC Documents") complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicablethe case may be, andand the rules and regulations of the SEC promulgated thereunder applicable to such CEI SEC Documents, as and none of its respective filing date, no Company the CEI SEC Document Documents when filed under the Exchange Act 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 made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s financial statements, including the notes thereto, statements of CEI included in the Company CEI SEC Documents (the “"CEI Financial Statements”") comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (“GAAP”except as may be indicated in the notes thereto) and fairly present fairly in all material respects the Company’s consolidated financial position at of CEI and its consolidated subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods specified then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Since the date of the most recent Company SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SEC.

Reports and Financial Statements. The Company has furnished or made available to the Purchaser true and complete copies of all reports or registration statements it Since February 28, 1995, Parent has filed with the Securities SEC all forms, statements, reports and Exchange Commission documents (the “SEC”including all exhibits, amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the Securities Exchange Act respective rules and regulations thereunder, all of 1934which, as amended if applicable, complied in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered to the Company copies of its (a) Annual Report on Form 10-K for the “Exchange Act”), for all periods subsequent to November fiscal year ended March 1, 20021997, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from March 1, 1997, until the form so date hereof and (c) all other reports, including quarterly reports, or registration statements filed by Parent with the SEC since March 1, 1997 (collectively other than Registration Statements filed on Form S-8) (collectively, the “Company "Parent SEC Documents”Reports"). As of their respective filing dates, the Company Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and, as of its respective filing date, no Company SEC Document filed under the Exchange Act contained Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s audited consolidated financial statements, including the notes thereto, statements and unaudited interim consolidated financial statements of Parent included in such reports (collectively, the Company SEC Documents (the “"Parent Financial Statements”") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis (“GAAP”except as may be indicated therein or in the notes thereto) and fairly present fairly the Company’s consolidated financial position at of Parent and its subsidiaries as of the dates thereof and the results of its their operations and cash flows changes in financial position for the periods specified (then ended, subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments). Since the date of the most recent Company SEC Document, the Company has not effected adjustments and any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECadjustments described therein.

Reports and Financial Statements. The (a) From January 1, 2012 through the date of this Agreement, the Company has filed or furnished or made available to the Purchaser true all forms, documents and complete copies of all reports or registration statements it has filed with the Securities SEC (such forms, documents and Exchange Commission (the “SEC”) under the Securities Act and the Securities Exchange Act of 1934reports, as amended (the “Exchange Act”), for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “Company SEC Documents”)) required to be filed or furnished prior to the date hereof by it with the SEC. As of their respective filing dates, or, if amended, as of the date of (and giving effect to) the last such amendment (and, in the case of registration statements and proxy statements, on the date of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied in all material respects with the requirements of the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicablethe case may be, andand the applicable rules and regulations promulgated thereunder, as and none of its respective filing date, no the Company SEC Document filed under the Exchange Act Documents contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement None of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s financial statements, including the notes thereto, included in the Company SEC Documents (is, as of the “Financial Statements”) comply as date of this Agreement and to form in the knowledge of the Company, the subject of ongoing SEC review or outstanding or unresolved comments. The Company has, prior to the date hereof, provided Parent or its Representatives with true, correct and complete copies of all material respects SEC comment letters received and response letters submitted and other correspondence with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretoto the Company SEC Documents, have been prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”) and present fairly within the Company’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods specified (subject, in the case of unaudited statements, year prior to normal audit adjustments). Since the date of this Agreement to the most recent Company SEC Documentextent such comment letters, the Company has response letters and correspondence are not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECpublicly available.

Reports and Financial Statements. The Company Tribune has furnished or made available timely filed all registration statements, prospectuses, forms, reports and documents required to the Purchaser true and complete copies of all reports or registration statements be filed by it has filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act and or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for all periods subsequent to November since January 1, 20021998 (collectively, all in the form so filed (collectively the “Company "TRIBUNE SEC Documents”REPORTS"). As The Tribune SEC Reports (a) as of their respective filing dates, the Company SEC Documents complied were prepared in all material respects accordance with the requirements of the Securities Act or the Exchange Act, as applicablethe case may be, andand (b) did not, as of its respective filing dateat the time they were filed, no Company SEC Document filed under the Exchange Act contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. Each of the consolidated balance sheets (including the related notes) included in the Tribune SEC Reports and the audited consolidated balance sheet of Tribune as of December 26, 1999 (including the related notes) attached to Section 5.5 of the Tribune Disclosure Statement presents fairly, in all material respects, the consolidated financial position of Tribune and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the Tribune SEC Reports and the other related audited statements of Tribune as at or for the period ended December 26, 1999 (including the related notes) attached to Section 5.5 of the Tribune Disclosure Statement present fairly, in all material respects, the results of operations and the changes in financial position of Tribune and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except to as otherwise noted therein and subject, in the extent corrected by a subsequently filed document with case of the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s unaudited interim financial statements, including to normal year-end adjustments. All of the notes theretoTribune SEC Reports, included in the Company SEC Documents (the “Financial Statements”) comply as of their respective dates, complied as to form in all material respects with the requirements of the Exchange Act and/or the Securities Act, as applicable, and the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”) and present fairly the Company’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods specified (subject, in the case of unaudited statements, to normal audit adjustments). Since the date of the most recent Company SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECthereunder.

Reports and Financial Statements. The Company has timely filed all registration statements, prospectuses, forms, reports and documents required to be filed by it under the Securities Act or the Exchange Act since January 1, 1998 (collectively, the "COMPANY SEC REPORTS"). The Company has previously furnished or made available to the Purchaser Tribune true and complete copies of all reports or registration statements it has filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “Company SEC Documents”)Reports filed prior to the date of this Agreement. As The Company SEC Reports (a) as of their respective filing dates, the Company SEC Documents complied were prepared in all material respects accordance with the requirements of the Securities Act or the Exchange Act, as applicablethe case may be, and, as of its respective filing date, no Company SEC Document and (b) did not at the time they were filed under the Exchange Act contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. As of the date of this Agreement, except no Subsidiary of the Company is subject to the extent corrected by a subsequently filed document with periodic reporting requirements of the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Exchange Act. The Company’s financial statements, Each of the consolidated balance sheets (including the notes thereto, related notes) included in the Company SEC Documents Reports and the audited consolidated balance sheet of the Company as of December 31, 1999 (including the “Financial Statements”related notes) comply attached to Section 4.6 of the Company Disclosure Statement presents fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the Company SEC Reports and the other related audited statements of the Company as at or for the period ended December 31, 1999 (including the related notes) attached to Section 4.6 of the Company Disclosure Statement present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the Company SEC Reports, as of their respective dates, complied as to form in all material respects with the requirements of the Exchange Act and/or the Securities Act, as applicable, and the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”) and present fairly the Company’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods specified (subject, in the case of unaudited statements, to normal audit adjustments). Since the date of the most recent Company SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECthereunder.

Reports and Financial Statements. The Except as set forth in Section 4.5 of the Company has furnished or Disclosure Schedule, all material filings required to be made available to by the Purchaser true Company and complete copies of all reports or registration statements it has filed with the Securities and Exchange Commission (the “SEC”) Company Subsidiaries since January 1, 1998 under the Securities Act and of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), for the Public Utility Holding Company Act (the "1935 Act"), the Federal Power Act (the "Power Act"), the Atomic Energy Act of 1954 (the "Atomic Energy Act"), the Communications Act of 1934, applicable state public utility laws and regulations or pursuant to the requirements of any other Governmental Authority have been filed with the SEC, the Federal Energy Regulatory Commission (the "FERC"), the Nuclear Regulatory Commission (the "NRC"), the Federal Communications Commission (the "FCC"), the Department of Energy (the "DOE"), or the appropriate state public utilities commission or such other appropriate Governmental Authority, as the case may be, including all periods subsequent to November 1forms, 2002statements, reports, agreements (oral or written) and all in the form so filed (collectively the “Company SEC Documents”). As documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective filing datesdates or as of the date of any amendment thereto, the Company SEC Documents complied in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed with the SEC by the Company pursuant to the requirements of the Securities Act or Exchange Act since January 1, 1998 (as such documents have since the Exchange Acttime of their filing been amended, the "Company SEC Reports"). Except as applicable, andset forth in Section 4.5 of the Company Disclosure Schedule, as of its their respective filing datedates, no the Company SEC Document filed under the Exchange Act contained Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. Except as set forth in Section 4.5 of the Company Disclosure Schedule, except to the extent corrected by a subsequently filed document with audited consolidated financial statements and unaudited interim financial statements of the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s financial statements, including the notes thereto, included in the Company SEC Documents Reports (collectively, the “"Company Financial Statements”") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles consistently applied (“"U.S. GAAP”") (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present fairly the Company’s consolidated financial position at of the Company as of the dates thereof and the results of its operations and cash flows for the periods specified (then ended, subject, in the case of the unaudited interim financial statements, to normal audit adjustments)adjustments which will not be material in amount or effect. Since True, accurate and complete copies of the charter and by-laws of the Company, as in effect on the date of hereof, are included (or incorporated by reference) in the most recent Company SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECReports.

Reports and Financial Statements. The Company has furnished or All material filings required to be made available to by PSNC and the Purchaser true and complete copies of all reports or registration statements it has filed with the Securities and Exchange Commission (the “SEC”) PSNC Subsidiaries since January 1, 1993 under the Securities Act and of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), for the 1935 Act, the Federal Power Act (the "Power Act") and applicable state public utility laws and regulations have been filed with the SEC, the Federal Energy Regulatory Commission (the "FERC"), or the appropriate state public utilities commission, as the case may be, including all periods subsequent to November 1forms, 2002statements, reports, agreements (oral or written) and all in the form so filed (collectively the “Company SEC Documents”). As documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective filing dates, the Company SEC Documents complied in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. PSNC has made available to SCANA a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed with the SEC by PSNC pursuant to the requirements of the Securities Act or the Exchange Act, as applicable, and, as of its respective filing date, no Company SEC Document filed under the Exchange Act contained since January 1, 1993 (as such documents have since the time of their filing been amended, the "PSNC SEC Reports"). As of their respective dates, the PSNC SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s audited consolidated financial statements, including the notes thereto, statements and unaudited interim financial statements of PSNC included in the Company PSNC SEC Documents Reports (collectively, the “"PSNC Financial Statements”") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently ("GAAP"), as applied to a regulated utility (“GAAP”except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present fairly the Company’s consolidated financial position at of PSNC as of the dates thereof and the results of its operations and cash flows for the periods specified (then ended, subject, in the case of the unaudited interim financial statements, to normal normal, recurring audit adjustments). Since True, accurate and complete copies of the charter and by-laws of PSNC, as in effect on the date of hereof, are included (or incorporated by reference) in the most recent Company PSNC SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECReports.

Reports and Financial Statements. The Company Seller has previously furnished or made available to the Purchaser with true and complete copies copies, as amended or supplemented, of all reports or registration statements it has its (i) Annual Report on Form 10-K for the year ended December 31, 1998 as filed with the Securities and Exchange Commission (the “"SEC”) under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”"), for (ii) proxy statements relating to all periods subsequent to November meetings of its shareholders (whether annual or special) since January 1, 20021998 and (iii) all other reports or registration statements filed by Seller with the SEC since January 1, 1998 (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the "Seller Commission Filings"). Seller Commission Filings constituted all in of the form so documents required to be filed (collectively by Seller with the “Company SEC Documents”)since January 1, 1998. As of their respective filing dates, the Company SEC Documents such Seller Commission Filings (as amended or supplemented) complied in all material respects with the requirements of the Securities Act or and the Exchange Act, as applicable, and, as of its respective filing date, no Company SEC Document filed under the Securities Exchange Act contained of 1934 and the rules and regulations of the SEC promulgated thereunder, and did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s audited consolidated financial statements, including the notes thereto, statements and any unaudited interim financial statements of Seller included in the Company SEC Documents (the “Financial Statements”) such Seller Commission Filings comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with United States generally accepted accounting principles consistently applied (“GAAP”except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q of the Securities Exchange Act of 1934) and fairly present fairly the Company’s consolidated financial position of Seller at the dates thereof and the results of its operations and its cash flows for the periods specified (subject, in the case of unaudited statements, to normal audit adjustments). Since the date of the most recent Company SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECthen ended.

Reports and Financial Statements. The Company Since December 31, 1997, FirstMerit has furnished or filed all reports, registrations and statements, together with any required amendments thereto, that it was required to file with the Commission, including, but not limited to Forms 10-K, Forms 10-Q, Forms 8-K and proxy statements (collectively, the "FirstMerit Reports"). FirstMerit has previously made available or furnished, or, with respect to the Purchaser FirstMerit Reports filed after the date of this Agreement, will promptly furnish, Security First with true and complete copies of all reports or registration statements it has filed with each of the Securities and Exchange Commission (the “SEC”) under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “Company SEC Documents”)FirstMerit Reports. As of their respective filing datesdates (but taking into account any amendments filed prior to the date of this Agreement), the Company SEC Documents complied FirstMerit Reports complied, or, with respect to FirstMerit Reports filed after the date of this Agreement, will comply, in all material respects with all the requirements rules and regulations promulgated by the Commission and did not contain, or, with respect to FirstMerit Reports filed after the date of the Securities Act or the Exchange Actthis Agreement, as applicablewill not contain, and, as of its respective filing date, no Company SEC Document filed under the Exchange Act contained any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s audited consolidated financial statements, including the notes thereto, statements and unaudited interim financial statements of FirstMerit included in the Company SEC Documents FirstMerit Reports (the “"FirstMerit Financial Statements”") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis (“GAAP”except as may be indicated therein or in the notes thereto) and fairly present fairly the Company’s consolidated financial position of FirstMerit and the FirstMerit Subsidiaries as at the dates thereof and the consolidated results of its operations and cash flows for the periods specified (then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments). Since , any other adjustments described therein and the date absence of the most recent Company SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECfootnotes.

Reports and Financial Statements. The Company Since December 31, 1997, FirstMerit has furnished or filed all reports, registrations and statements, together with any required amendments thereto, that it was required to file with the Commission, including, but not limited to Forms 10-K, Forms 10-Q, Forms 8-K and proxy statements (collectively, the "FirstMerit Reports"). FirstMerit has previously made available or furnished, or, with respect to the Purchaser FirstMerit Reports filed after the date of this Agreement, will promptly furnish, Signal with true and complete copies of all reports or registration statements it has filed with each of the Securities and Exchange Commission (the “SEC”) under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “Company SEC Documents”)FirstMerit Reports. As of their respective filing datesdates (but taking into account any amendments filed prior to the date of this Agreement), the Company SEC Documents complied FirstMerit Reports complied, or, with respect to FirstMerit Reports filed after the date of this Agreement, will comply, in all material respects with all the requirements rules and regulations promulgated by the Commission and did not contain, or, with respect to FirstMerit Reports filed after the date of the Securities Act or the Exchange Actthis Agreement, as applicablewill not contain, and, as of its respective filing date, no Company SEC Document filed under the Exchange Act contained any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s audited consolidated financial statements, including the notes thereto, statements and unaudited interim financial statements of FirstMerit included in the Company SEC Documents FirstMerit Reports (the “"FirstMerit Financial Statements”") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis (“GAAP”except as may be indicated therein or in the notes thereto) and fairly present fairly the Company’s consolidated financial position of FirstMerit and the FirstMerit Subsidiaries as at the dates thereof and the consolidated results of its operations and cash flows for the periods specified (then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments). Since , any other adjustments described therein and the date absence of the most recent Company SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECfootnotes.

Reports and Financial Statements. The Company Since December 31, 1996, FirstMerit has furnished or filed all reports, registrations and statements, together with any required amendments thereto, that it was required to file with the Commission, including, but not limited to Forms 10-K, Forms 10-Q, Forms 8-K and proxy statements (collectively, the "FirstMerit Reports"). FirstMerit has previously made available or furnished, or, with respect to the Purchaser FirstMerit Reports filed after the date of this Agreement, will promptly furnish, CoBancorp with true and complete copies of all reports or registration statements it has filed with each of the Securities and Exchange Commission (the “SEC”) under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “Company SEC Documents”)FirstMerit Reports. As of their respective filing datesdates (but taking into account any amendments filed prior to the date of this Agreement), the Company SEC Documents complied FirstMerit Reports complied, or, with respect to FirstMerit Reports filed after the date of this Agreement, will comply, in all material respects with all the requirements rules and regulations promulgated by the Commission and did not contain, or, with respect to FirstMerit Reports filed after the date of the Securities Act or the Exchange Actthis Agreement, as applicablewill not contain, and, as of its respective filing date, no Company SEC Document filed under the Exchange Act contained any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s audited consolidated financial statements, including the notes thereto, statements and unaudited interim financial statements of FirstMerit included in the Company SEC Documents FirstMerit Reports (the “"FirstMerit Financial Statements”") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis (“GAAP”except as may be indicated therein or in the notes thereto) and fairly present fairly the Company’s consolidated financial position of FirstMerit and the FirstMerit Subsidiaries as at the dates thereof and the consolidated results of its operations and cash flows for the periods specified (then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments). Since , any other adjustments described therein and the date absence of the most recent Company SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECfootnotes.

Reports and Financial Statements. (a) The Company has timely filed or furnished (or made available filed or furnished within any applicable extension periods, themselves timely invoked) all forms, documents and reports required to be filed or furnished prior to the Purchaser true and complete copies of all reports or registration statements date hereof by it has filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for all periods subsequent to November since July 1, 20022005 (such documents and reports, all in together with any reports filed by the form so filed (collectively Company with the SEC on a voluntary basis on Form 8-K, the “Company SEC Documents”). As of their respective filing dates, or, if amended, as of the date of the last such amendment, the Company SEC Documents complied complied, and all documents and reports required to be filed or furnished after the date hereof and prior to the Effective Date by the Company (together with any reports filed by the Company with the SEC on a voluntary basis on Form 8-K, the “New Company SEC Documents”) with the SEC (which will be filed on a timely basis) will comply, in all material respects with the requirements of the Securities Act or of 1933 and the Exchange Act, as applicablethe case may be, and, as and the applicable rules and regulations promulgated thereunder. None of its respective filing date, no the Company SEC Document filed under Documents contained, and none of the Exchange Act contained New Company SEC Documents will contain, any untrue statement of a material fact or omitted or will omit to state a any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. As of the date of this Agreement, except to there are no outstanding or unresolved comments received by the extent corrected by a subsequently filed document with Company from the SEC prior staff with respect to the Closing Date. No any Company SEC Document filed under Documents. To the Securities Act contained an untrue statement knowledge of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s financial statements, including the notes thereto, included in none of the Company SEC Documents (is the “Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations subject of the ongoing SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”) and present fairly the Company’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods specified (subject, in the case of unaudited statements, to normal audit adjustments). Since the date of the most recent Company SEC Document, the Company has not effected any change in any method of accounting review or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECinvestigation.

Reports and Financial Statements. The Company Since March 31, 1997, Security First has furnished or filed all reports, registrations and statements, together with any required amendments thereto, that it was required to file with the Commission, including, but not limited to Forms 10-K, Forms 10-Q, Forms 8-K and proxy statements (collectively, the "Security First Reports"). Security First has previously made available or furnished, or, with respect to Security First Reports filed after the Purchaser date of this Agreement, will promptly furnish, FirstMerit with true and complete copies of all reports or registration statements it has filed with each of the Securities and Exchange Commission (the “SEC”) under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “Company SEC Documents”)Security First Reports. As of their respective filing datesdates (but taking into account any amendments filed prior to the date of this Agreement), and except as stated in the Security First Disclosure Letter, the Company SEC Documents complied Security First Reports complied, or, with respect to Security First Reports filed after the date of this Agreement, will comply, in all material respects with all the requirements rules and regulations promulgated by the Commission, and did not contain, or, with respect to Security First Reports filed after the date of the Securities Act or the Exchange Actthis Agreement, as applicablewill not contain, and, as of its respective filing date, no Company SEC Document filed under the Exchange Act contained any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s audited consolidated financial statements, including the notes thereto, statements and unaudited interim financial statements of Security First included in the Company SEC Documents Security First Reports (the “"Security First Financial Statements”") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis (“GAAP”except as may be indicated therein or in the notes thereto) and fairly present fairly the Company’s consolidated financial position of Security First and the Security First Subsidiaries as at the dates thereof and the consolidated results of its operations and cash flows for the periods specified (then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments). Since , any other adjustments described therein and the date absence of the most recent Company SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECfootnotes.

Reports and Financial Statements. The filings required to be made by the Company has furnished or made available to the Purchaser true and complete copies of all reports or registration statements it has filed with the Securities and Exchange Commission (the “SEC”) its subsidiaries under the Securities Act and of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), for and applicable state public utility laws and regulations have been filed with the Securities and Exchange Commission (the "SEC"), or the appropriate state public utilities commission or health agency, as the case may be, including all periods subsequent forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. The Company has made available to November 1Parent a true and complete copy of each report, 2002schedule, all in registration statement and definitive proxy statement filed by the form so filed Company with the SEC since June 30, 1996 (collectively as such documents have since the “time of their filing been amended, the "Company SEC Documents”Reports"). As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and, as of its respective filing date, no Company SEC Document filed under the Exchange Act contained Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s audited consolidated financial statements, including statements and unaudited interim financial statements of the notes thereto, Company included in the Company SEC Documents Reports (collectively, the “"Company Financial Statements”") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis (“"GAAP”") (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present fairly the Company’s consolidated financial position at of the Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods specified (subject, then ended. Except as and to the extent set forth in the case Company Financial Statements, neither the Company nor any subsidiary of unaudited statementsthe Company or, to normal audit adjustments). Since the date knowledge of the most recent Company, any Company SEC DocumentJoint Venture has any liability or obligation of any nature (whether accrued, the Company has not effected any change absolute, contingent or otherwise) which would be required to be reflected on a balance sheet prepared in any method of accordance with generally accepted accounting or accounting practiceprinciples, except for any such change required because of liabilities and obligations that would not reasonably be likely to have, individually or in the aggregate, a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECMaterial Adverse Effect.

Reports and Financial Statements. Since January 1, 1996, the Company has filed with the SEC all material forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. The Company has furnished previously delivered or made available to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the Purchaser true year ended December 31, 1997, and complete copies of all reports or registration statements it has for the immediately preceding fiscal year, as filed with the Securities SEC, (b) proxy and Exchange Commission information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by the Company with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the “SEC”) under the Securities Act and the Securities Exchange Act of 1934, as amended documents referred to in clauses (the “Exchange Act”a), for all periods subsequent (b), and (c) filed prior to November 1, 2002, all in the form so filed (date hereof are collectively referred to as the “"Company SEC Documents”Reports"). As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and, as of its respective filing date, no Company SEC Document filed under the Exchange Act contained Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s audited consolidated financial statements, including statements of the notes thereto, Company included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 1997 (collectively, the "Company SEC Documents (the “Financial Statements”") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis (“GAAP”except as may be indicated therein or in the notes thereto) and fairly present fairly the Company’s consolidated financial position at of the Company and its subsidiaries as of the dates thereof and the results of its their operations and cash flows changes in financial position for the periods specified (subject, in the case of unaudited statements, to normal audit adjustments). Since the date of the most recent Company SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECthen ended.

Reports and Financial Statements. The Company has furnished or made available filed all forms, reports, schedules, registration statements, proxy statements and other documents (including any document required to be filed as an exhibit thereto) required to be filed by the Purchaser true and complete copies of all reports or registration statements it has filed Company with the Securities and Exchange Commission (the “SEC”) under on a timely basis, and has made available to the Securities Act Company such forms, reports and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for all periods subsequent to November 1, 2002, all documents in the form so filed with the SEC. All such required forms, reports, schedules, registration statements, proxy statements and other documents (collectively including those that the Company may file subsequent to the date hereof) are referred to herein as the “Company SEC Documents”). Reports.” As of their respective filing dates, the Company SEC Documents complied Reports (including, without limitation, any financial statements or schedules included or incorporated by reference therein) (i) were prepared in all material respects accordance with the requirements of the Securities Act or the Exchange Act, as applicablethe case may be, andand the rules and regulations of the SEC thereunder applicable to such SEC Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, as then on the date of its respective filing date, no Company SEC Document filed under the Exchange Act contained such filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. Except as disclosed in the Company Disclosure Letter, except to the extent corrected by a subsequently filed document with the SEC Reports filed by the Company and publicly available prior to the Closing Date. No date of this Agreement, as of the date hereof, there has not been any Material Adverse Effect with respect to the Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective that would require disclosure under the Securities Act. The Company’s financial statements, including the notes thereto, included in the Company SEC Documents (the “Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”) and present fairly the Company’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods specified (subject, in the case of unaudited statements, to normal audit adjustments). Since the date of the most recent Company SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SEC.

Reports and Financial Statements. The Company (a) Parent has timely filed or furnished all forms, documents and reports required to be filed or made available to the Purchaser true and complete copies of all reports or registration statements furnished by it has filed with the Securities SEC since January 1, 2015 (all such forms, documents and Exchange Commission (reports filed or furnished by Parent since such date, the “SEC”) under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “Company Parent SEC Documents”). As of their respective filing datesdates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Company Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicablethe case may be, andand the applicable rules and regulations of the SEC promulgated thereunder, as and none of its respective filing date, no Company the Parent SEC Document filed under the Exchange Act Documents contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. None of Parent’s Subsidiaries is, except or at any time since January 1, 2015 has been, required to file any forms, reports or other documents with the SEC. As of the date hereof, none of the Parent SEC Documents is the subject of ongoing SEC review. As of the date hereof, there are no inquiries or investigations by the SEC or any Governmental Entity or any internal investigations pending or, to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement knowledge of material fact Parent, threatened, in each case regarding any accounting practices or omitted to state a material fact required to be stated therein financial statements of Parent or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s financial statements, including the notes thereto, included in the Company SEC Documents (the “Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”) and present fairly the Company’s consolidated financial position at the dates thereof and any of its operations and cash flows for the periods specified (subject, in the case of unaudited statements, to normal audit adjustments). Since the date of the most recent Company SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECSubsidiaries.

Reports and Financial Statements. The Company has furnished or made available to the Purchaser true and complete copies of all reports or registration statements it (i) Cigna has filed or furnished all registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed or furnished by it with the Securities SEC since January 1, 2013 (collectively, as they have been amended since the time of their filing and Exchange Commission (including all exhibits thereto and all other information incorporated therein, the “SEC”) under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “Company Cigna SEC DocumentsReports”). As No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Cigna SEC Reports, as of their respective dates (and, if amended or superseded by a filing dates, prior to the Company SEC Documents complied in all material respects with the requirements date of the Securities Act this Agreement or the Exchange ActClosing Date, as applicablethen on the date of such filing), and, as of its respective filing date, no Company SEC Document filed under the Exchange Act 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 statements made therein, in the light of the circumstances in under which they were made, not misleading. Each of the financial statements (including the related notes) included in the Cigna SEC Reports (A) presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Cigna and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except to as otherwise noted therein, and subject, in the extent corrected by a subsequently filed document with case of the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the notes theretodate of any amendment to the respective Cigna SEC Report), included in the Company SEC Documents (the “Financial Statements”) comply complied as to form in all material respects with applicable accounting the requirements and with the published rules and regulations of the SEC with respect theretoSecurities Act, have been prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”) the Exchange Act and present fairly the Company’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods specified (subjectXxxxxxxx-Xxxxx Act, in as the case of unaudited statementsmay be, applicable to normal audit adjustments). Since the date of the most recent Company such Cigna SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECReport.

Reports and Financial Statements. The filings required to be made by the Company has furnished or made available to and the Purchaser true and complete copies of all reports or registration statements it has filed with the Securities and Exchange Commission (the “SEC”) Company Subsidiaries under the Securities Act and of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), for the 1935 Act, the Public Utility Regulatory Policies Act of 1978 ("PURPA"), the Federal Power Act (the "Power Act") and applicable state, municipal, local and other laws, including franchise and public utility laws and regulations, including all periods subsequent to November 1forms, 2002statements, reports, agreements (oral or written) and all in documents, exhibits, amendments and supplements appertaining thereto, have been filed with the form so filed Securities and Exchange Commission (collectively the “Company SEC Documents”"SEC"). As , the Federal Energy Regulatory Commission (the "FERC"), and the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental Authorities, as the case may be, and complied, as of their respective filing dates, the Company SEC Documents complied in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement and all amendments thereto filed with the SEC by the Company or any Company Subsidiary (or their predecessors, including, without limitation, CalEnergy Company, Inc.) pursuant to the requirements of the Securities Act or Exchange Act since January 1, 1999 (as such documents have since the Exchange Acttime of their filing been amended, as applicable, and, as of its respective filing date, no the "Company SEC Document filed under Reports"). As of their respective dates, the Exchange Act contained Company SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s audited consolidated financial statements, including statements and unaudited interim financial statements of the notes thereto, Company and MidAmerican Utility included in the Company SEC Documents Reports (collectively, the “"Company Financial Statements”") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis (“"GAAP”") (except as may be indicated therein or in the notes thereto) and fairly present fairly the Company’s consolidated financial position at of the Company and MidAmerican Utility, as the case may be, as of the dates thereof and the results of its their operations and cash flows for the periods specified (then ended, subject, in the case of the unaudited interim financial statements, to normal normal, recurring audit adjustments). Since True, accurate and complete copies of the articles of incorporation and by-laws of the Company and MidAmerican Utility, as in effect on the date of this Agreement, are included (or incorporated by reference) in the most recent Company SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECReports.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has timely filed or furnished all forms, documents and reports required to be filed or made available furnished prior to the Purchaser true and complete copies of all reports or registration statements date hereof by it has filed with the U.S. Securities and Exchange Commission (the “SEC”) under since August 27, 2011 (all such documents and reports filed or furnished by the Securities Act and the Securities Exchange Act Company or any of 1934its Subsidiaries, as amended (the “Exchange Act”), for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “Company SEC Documents”)) and has timely paid all fees due in connection therewith. As of their respective filing datesdates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and, as of its respective filing date, no Company SEC Document filed under the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) as of the time of filing with the SEC, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. None of the Company’s Subsidiaries is, except or at any time since August 27, 2011 has been, required to the extent corrected by a subsequently filed document file any forms, reports or other documents with the SEC prior to SEC. As of the Closing Date. No date of this Agreement, no executive officer of the Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary has failed in any respect to make the statements therein not misleading at certifications required of him or her under Section 302 or 906 of the time such Xxxxxxxx-Xxxxx Act. There are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Documents became effective under the Securities ActDocuments. The Company’s financial statements, including the notes thereto, included in None of the Company SEC Documents (is, to the “Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations knowledge of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”) and present fairly the Company’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods specified (subject, in the case of unaudited statements, to normal audit adjustments). Since the date of the most recent Company SEC Document, the Company has not effected any change in any method subject of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the ongoing SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECreview.

Reports and Financial Statements. The Company Target has previously furnished or made available to the Purchaser Acquiror true and complete copies of all reports or registration statements it has of: (a) Target's Annual Reports on Form 10-K filed with the Securities and Exchange Commission (the “"SEC”") for each of the years ending after the date on which the Target Common Stock began trading publicly (the "Target IPO Date"); (b) Target's Quarterly Reports on Form 10-Q filed with the SEC for the quarters ended March 31, June 30 and September 30, 1998; (c) each definitive proxy statement filed by Target with the SEC since the Target IPO Date; (d) each final prospectus filed by Target with the SEC since the Target IPO Date; and (e) all Current Reports on Form 8-K filed by Target with the SEC since December 31, 1997. Target has timely filed all reports, registration statements and other filings, together with any amendments required to be made with respect thereto, that it has been required to file with the SEC under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All reports, for registration statements and other filings (including all periods subsequent notes, exhibits and schedules thereto and documents incorporated by reference therein) filed by Target with the SEC since the Target IPO Date through the date of this Agreement, together with any amendments thereto, are collectively referred to November 1, 2002, all in as the form so filed (collectively the “Company "Target SEC Documents”). Reports." As of the respective dates of their respective filing dateswith the SEC, the Company Target SEC Documents Reports complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and, as of its respective filing date, no Company SEC Document filed under the Exchange Act contained and the rules and regulations of the SEC thereunder, and did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. Except as set forth on Schedule 4.4, except to (i) each of the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact consolidated financial statements (including any related notes or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s financial statements, including the notes thereto, schedules) included in the Company Target SEC Documents (the “Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been Reports was prepared in accordance with generally accepted accounting principles consistently ("GAAP") applied on a consistent basis (“GAAP”except as may be noted therein or in the notes or schedules thereto) and complied with the rules and regulations of the SEC and (ii) such consolidated financial statements fairly present fairly the Company’s consolidated financial position at of Target and its Subsidiaries as of the dates thereof and the results of its operations and operations, cash flows and changes in stockholders' equity for the periods specified then ended (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustmentsadjustments on a basis consistent with past periods). Since the date of the most recent Company SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECSECTION 4.5.

Reports and Financial Statements. The Company Since December 31, 1993, CoBancorp has furnished or filed all reports, registrations and statements, together with any required amendments thereto, that it was required to file with the Commission, including, but not limited to Forms 10-K, Forms 10-Q, Forms 8-K and proxy statements (collectively, the "CoBancorp Reports"). CoBancorp has previously made available or furnished, or, with respect to CoBancorp Reports filed after the Purchaser date of this Agreement, will promptly furnish, FirstMerit with true and complete copies of all reports or registration statements it has filed with each of the Securities and Exchange Commission (the “SEC”) under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “Company SEC Documents”)CoBancorp Reports. As of their respective filing datesdates (but taking into account any amendments filed prior to the date of this Agreement), and except as stated in the CoBancorp Disclosure Letter, the Company SEC Documents complied CoBancorp Reports complied, or, with respect to CoBancorp Reports filed after the date of this Agreement, will comply, in all material respects with all the requirements rules and regulations promulgated by the Commission, and did not contain, or, with respect to CoBancorp Reports filed after the date of the Securities Act or the Exchange Actthis Agreement, as applicablewill not contain, and, as of its respective filing date, no Company SEC Document filed under the Exchange Act contained any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s audited consolidated financial statements, including the notes thereto, statements and unaudited interim financial statements of CoBancorp included in the Company SEC Documents CoBancorp Reports (the “"CoBancorp Financial Statements”") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis (“GAAP”except as may be indicated therein or in the notes thereto) and fairly present fairly the Company’s consolidated financial position of CoBancorp and the CoBancorp Subsidiaries as at the dates thereof and the consolidated results of its operations and cash flows for the periods specified (then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments). Since , any other adjustments described therein and the date absence of the most recent Company SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECfootnotes.

Reports and Financial Statements. The Company has furnished or All material filings required to be made available to by SCANA and the Purchaser true SCANA Subsidiaries since January 1, 1993 under the Securities Act, the Exchange Act, the 1935 Act, the Power Act, and complete copies of all reports or registration statements it has applicable state public utility laws and regulations have been filed with the Securities and Exchange Commission (SEC, the “SEC”) under FERC or the Securities Act and the Securities Exchange Act of 1934appropriate state public utilities commission, as amended the case may be, including all forms, statements, reports, agreements (the “Exchange Act”)oral or written) and all documents, for all periods subsequent to November 1exhibits, 2002amendments and supplements appertaining thereto, all in the form so filed (collectively the “Company SEC Documents”). As and complied, as of their respective filing dates, the Company SEC Documents complied in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. SCANA has made available to PSNC a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed with the SEC by SCANA pursuant to the requirements of the Securities Act or the Exchange Act, as applicable, and, as of its respective filing date, no Company SEC Document filed under the Exchange Act contained since January 1, 1993 (as such documents have since the time of their filing been amended, the "SCANA SEC Reports"). As of their respective dates, the SCANA SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s audited consolidated financial statements, including the notes thereto, statements and unaudited interim financial statements of SCANA included in the Company SCANA SEC Documents Reports (collectively, the “"SCANA Financial Statements”") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied GAAP (“GAAP”except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present fairly the Company’s consolidated financial position at of SCANA as of the dates thereof and the results of its operations and cash flows for the periods specified (then ended, subject, in the case of the unaudited interim financial statements, to normal normal, recurring audit adjustments). Since True, accurate and complete copies of the certificate of incorporation and by-laws of SCANA, as in effect on the date of hereof, are included (or incorporated by reference) in the most recent Company SCANA SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECReports.

Reports and Financial Statements. The Company (a) Parent and each of its Subsidiaries has timely filed or furnished all forms, documents and reports required to be filed or made available furnished prior to the Purchaser true and complete copies of all reports or registration statements date hereof by it has filed with the Securities SEC since January 28, 2012 (all such documents and Exchange Commission (reports filed or furnished by Parent or any of its Subsidiaries, the “SEC”) under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “Company Parent SEC Documents”)) and has timely paid all fees due in connection therewith. As of their respective filing datesdates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Company Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and, as of its respective filing date, no Company SEC Document filed under the Exchange Act and the Xxxxxxxx-Xxxxx Act as of the time of filing with the SEC, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. None of Parent’s Subsidiaries is, except or at any time since January 28, 2012 has been, required to the extent corrected by a subsequently filed document file any forms, reports or other documents with the SEC prior to SEC. As of the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement date of material fact or omitted to state a material fact required to be stated therein or necessary this Agreement, no executive officer of Parent has failed in any respect to make the statements therein not misleading at certifications required of him or her under Section 302 or 906 of the time such Company SEC Documents became effective under the Securities Xxxxxxxx-Xxxxx Act. The Company’s financial statements, including There are no outstanding or unresolved comments in any comment letters of the notes thereto, included in the Company SEC Documents (the “Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations staff of the SEC with respect theretoreceived by Parent relating to the Parent SEC Documents. Parent has heretofore made available to the Company true, have been prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”) correct and present fairly complete copies of all written correspondence between Parent and the Company’s consolidated financial position at SEC occurring since January 28, 2012. None of the dates thereof and of its operations and cash flows for the periods specified (subject, in the case of unaudited statementsParent SEC Documents are, to normal audit adjustments). Since the date knowledge of the most recent Company SEC DocumentParent, the Company has not effected any change in any method subject of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the ongoing SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECreview.

Reports and Financial Statements. (a) The Company has timely filed or furnished all forms, documents and reports required to be filed or made available to the Purchaser true and complete copies of all reports or registration statements furnished by it has filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for all periods subsequent to November SEC since January 1, 20022015 (all such forms, all in documents and reports filed or furnished by the form so filed (collectively Company since such date, the “Company SEC Documents”). As of their respective filing datesdates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied in all material respects with the applicable requirements of the U.S. Securities Act or the Exchange Actof 1933, as applicableamended, and(the “Securities Act”), as of its respective filing date, no Company SEC Document filed under the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. None of the Company’s Subsidiaries is, except or at any time since January 1, 2015 has been, required to the extent corrected by a subsequently filed document file any forms, reports or other documents with the SEC prior to SEC. As of the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement date hereof, none of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s financial statements, including the notes thereto, included in the Company SEC Documents (is the “Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations subject of ongoing SEC review. As of the date hereof, there are no inquiries or investigations by the SEC with respect theretoor any Governmental Entity or any internal investigations pending or, have been prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”) and present fairly to the knowledge of the Company’s consolidated , threatened, in each case regarding any accounting practices or financial position at statements of the dates thereof and Company or any of its operations and cash flows for the periods specified (subject, in the case of unaudited statements, to normal audit adjustments). Since the date of the most recent Company SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECSubsidiaries.

Reports and Financial Statements. The Company has furnished or (a) All material filings required to be made available to by Parent and the Purchaser true Parent Subsidiaries since January 1, 1995 under the Securities Act, the Exchange Act, the 1935 Act, the Power Act, and complete copies of all reports or registration statements it has applicable state public utility laws and regulations have been filed with the Securities and Exchange Commission (SEC, the “SEC”) under FERC, the Securities Act and NRC, the Securities Exchange Act of 1934FCC, the DOE or the appropriate state public utilities commission, as amended the case may be, including all forms, statements, reports, agreements (the “Exchange Act”)oral or written) and all documents, for all periods subsequent to November 1exhibits, 2002amendments and supplements appertaining thereto, all in the form so filed (collectively the “Company SEC Documents”). As and complied, as of their respective filing dates, the Company SEC Documents complied in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Parent has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed with the SEC by Parent pursuant to the requirements of the Securities Act or the Exchange Act, as applicable, and, as of its respective filing date, no Company SEC Document filed under the Exchange Act contained since October 7, 1999 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s audited consolidated financial statements, including the notes thereto, statements and unaudited interim financial statements of Parent included in the Company Parent SEC Documents Reports (collectively, the “"Parent Financial Statements”") comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles consistently in the United Kingdom applied on a consistent basis during the periods involved (“GAAP”except as may be indicated therein or in the notes thereto and except with respect to unaudited statements) and fairly present fairly (subject, in the Company’s case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to Parent and Parent Subsidiaries taken as a whole)) the consolidated financial position of Parent and its consolidated subsidiaries as at the dates thereof and the consolidated results of its operations and cash flows for the periods specified then ended. True, accurate and complete copies of the memorandum and articles of association of Parent, as in effect on the date hereof, are included (subject, or incorporated by reference) in the case of unaudited statements, to normal audit adjustments). Since the date of the most recent Company Parent SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECReports.

Reports and Financial Statements. The Company Acquiror has previously furnished or made available to the Purchaser Target true and complete copies of all reports or registration statements it has of: (a) Acquiror's Annual Reports on Form 10-K filed with the Securities and Exchange Commission SEC for each of the years ended after the date on which the Acquiror Common Shares began trading publicly on the NYSE (the “SEC”"Acquiror IPO Date"); (b) Acquiror's Quarterly Reports on Form 10-Q filed with the SEC for the quarters ended March 31, June 30 and September 30, 1998; (c) each definitive proxy statement filed by Acquiror with the SEC since the Acquiror IPO Date; (d) each final prospectus filed by Acquiror with the SEC since the Acquiror IPO Date; and (e) all Current Reports on Form 8-K filed by Acquiror with the SEC since December 31, 1997. Acquiror has timely filed all reports, registration statements and other filings, together with any amendments required to be made with respect thereto, that it has been required to file with the SEC under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All reports, for registration statements and other filings (including all periods subsequent notes, exhibits and schedules thereto and documents incorporated by reference therein) filed by Acquiror with the SEC since the Acquiror IPO Date through the date of this Agreement, together with any amendments thereto, are collectively referred to November 1, 2002, all in as the form so filed (collectively the “Company "Acquiror SEC Documents”). Reports." As of the respective dates of their respective filing dateswith the SEC, the Company Acquiror SEC Documents Reports complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and, as of its respective filing date, no Company SEC Document filed under the Exchange Act contained and the rules and regulations of the SEC thereunder, and did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except to . Each of the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact consolidated financial statements (including any related notes or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s financial statements, including the notes thereto, schedules) included in the Company Acquiror SEC Documents (the “Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been Reports was prepared in accordance with generally accepted accounting principles consistently ("GAAP") applied on a consistent basis (“GAAP”except as may be noted therein or in the notes or schedules thereto) and complied with the rules and regulations of the SEC. Such consolidated financial statements fairly present fairly the Company’s consolidated financial position at of Acquiror and its Subsidiaries as of the dates thereof and the results of its operations and operations, cash flows and changes in shareholders' equity for the periods specified then ended (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustmentsadjustments on a basis consistent with past periods). Since the date of the most recent Company SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECSECTION 5.5.

Reports and Financial Statements. (a) The Company has timely filed or furnished all forms, documents and reports required to be filed or made available to the Purchaser true and complete copies of all reports or registration statements furnished by it has filed with the Securities and Exchange Commission SEC (the “SEC”) including under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for all periods subsequent to November ) since January 1, 20022014 (all such documents and reports filed or furnished by the Company or any of its Subsidiaries, all in the form so filed (collectively the “Company SEC Documents”)) and has timely paid all fees due in connection therewith. As of their respective filing datesdates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and, as of its respective filing date, no Company SEC Document filed under the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. None of the Company’s Subsidiaries is, except or at any time since January 1, 2014 has been, required to the extent corrected by a subsequently filed document file any forms, reports or other documents with the SEC prior to the Closing DateSEC. No executive officer of the Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary has failed in any respect to make the statements therein not misleading at certifications required of him or her under Section 302 or 906 of the time such Xxxxxxxx-Xxxxx Act. As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Documents became effective under Documents. As of the Securities Act. The Company’s financial statementsdate of this Agreement, including the notes thereto, included in none of the Company SEC Documents (is, to the “Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations knowledge of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”) and present fairly the Company’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods specified (subject, in the case of unaudited statements, to normal audit adjustments). Since the date of the most recent Company SEC Document, the Company has not effected any change in any method subject of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the ongoing SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECreview.

Reports and Financial Statements. (a) The Company has filed or furnished all forms, documents and reports required to be filed or made available furnished prior to the Purchaser true and complete copies of all reports or registration statements date hereof by it has filed with the Securities and Exchange Commission (the “SEC”) under since December 31, 2005 (such documents and reports, together with any reports filed by the Securities Act and Company with the Securities Exchange Act of 1934SEC on a voluntary basis on Form 8-K, as amended (the “Exchange Act”), for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “Company SEC Documents”). As of their respective filing dates, or, if amended, as of the date of the last such amendment, the Company SEC Documents complied complied, and all documents and reports required to be filed or furnished after the date hereof and prior to the Effective Date by the Company (together with any reports filed by the Company with the SEC on a voluntary basis on Form 8-K, the “New Company SEC Documents”) with the SEC will be filed on a timely basis and will comply, in all material respects with the requirements of the Securities Act or of 1933 and the Exchange Act, as applicablethe case may be, andand the applicable rules and regulations promulgated thereunder, as and none of its respective filing date, no the Company SEC Document filed under Documents contained, and none of the Exchange Act contained New Company SEC Documents will contain, any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. As of the date of this Agreement, except there are no outstanding or unresolved comments received by the Company from the SEC staff with respect to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under Documents. To the Securities Act contained an untrue statement knowledge of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s financial statements, including the notes thereto, included in none of the Company SEC Documents (is the “Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations subject of the ongoing SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”) and present fairly the Company’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods specified (subject, in the case of unaudited statements, to normal audit adjustments). Since the date of the most recent Company SEC Document, the Company has not effected any change in any method of accounting review or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECinvestigation.

Reports and Financial Statements. The Company has furnished or made available to the Purchaser Investors, via its XXXXX filings with the SEC, true and complete copies of the Company's (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2003, December 31, 2002, December 31, 2001, and December 31, 2000, as amended, as filed with the SEC, (ii) proxy statements, as amended, related to all meetings of its stockholders (whether annual or special) held since March 27, 2000, and (iii) all other reports filed with or registration statements it has filed declared effective by the SEC since March 27, 2000, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Securities and Exchange Commission SEC since that date (the “SEC”documents referred to in clauses (i) under through (iii), together with all accompanying exhibits and all information incorporated therein by reference, being referred to herein collectively as the Securities Act "Company SEC Reports"). The Company has timely made all filings and furnishings with the Securities SEC required of the Company pursuant to the Exchange Act during the 12 months preceding the date of 1934, as amended (the “Exchange Act”), for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “Company SEC Documents”)this Agreement. As of their respective filing dates, the Company SEC Documents Reports were duly filed or furnished with the SEC and complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act, as applicablethe case may be, andand the rules and regulations promulgated by the SEC and NASDAQ Stock Market thereunder applicable to such Company SEC Reports. Except to the extent that information contained in any Company SEC Report filed or furnished with the SEC and made publicly available prior to the date of this Agreement (a "Filed Company SEC Report") has been revised or superseded by a later Filed Company SEC Report, as of its their respective filing datedates, no none of the Filed Company SEC Document filed under the Exchange Act Reports 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 statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s audited consolidated financial statements, including the notes thereto, statements included in the Filed Company SEC Documents (the “Financial Statements”) Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act or the Exchange Act and with the published rules and regulations of the SEC with respect thereto, . The financial statements (including the schedules and notes thereto) included in the Company's SEC Reports (i) have been prepared in accordance with generally accepted accounting principles consistently ("GAAP") applied on a consistent basis throughout the periods indicated, except as disclosed therein, and (“GAAP”ii) and present fairly fairly, in all material respects, the Company’s consolidated financial position of the Company as at the dates thereof and the results of its operations and cash flows flow for the periods specified (subjectthen ended, except that the unaudited financial statements may not be in accordance with GAAP because of the case absence of unaudited statements, footnotes normally contained therein and are subject to normal year-end audit adjustments). Since the date of the most recent Company SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SEC.

Reports and Financial Statements. The Since December 31, 2004, the Company has and the Company Subsidiaries and Company Joint Ventures have filed or furnished, as applicable, on a timely basis (taking into account all applicable grace periods) all forms, statements, certifications, reports and documents required to be filed or furnished or made available to the Purchaser true and complete copies of all reports or registration statements it has filed with the Securities and Exchange Commission (the “SEC”) by them under the Securities Act and the Securities Exchange Act of 19341933, as amended (the “Exchange Securities Act”), for all periods subsequent the Exchange Act, the Public Utility Holding Company Act of 1935, as amended and in effect prior to November 1its repeal effective February 8, 20022006, all in the form so filed Energy Policy Act of 2005, the FPA, the Communications Act of 1934 as amended by the Telecommunications Act of 1996, the Atomic Energy Act, and applicable state public utility Laws (collectively collectively, the “Company SEC DocumentsReports”). The Company Reports have complied, as of their respective dates, or if not yet filed or furnished, will comply, with all applicable requirements of the appropriate statutes and the rules and regulations thereunder, except for such failures which, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. As of their respective filing dates, (or, if amended prior to the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, anddate hereof, as of its respective filing datethe date of such amendment), no each form, certification, report, schedule, registration statement, definitive proxy statement or other document filed with or furnished to the SEC after December 31, 2004 by the Company (the “Company SEC Document Reports”), did not, or if not yet filed under the Exchange Act contained or furnished, will not, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except to . Each of the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading Reports, at the time such Company SEC Documents became effective under of its filing or being furnished, complied in all material respects, or if not yet filed or furnished, will comply in all material respects, with the applicable requirements of the Securities Act. The Company’s financial statements, including the notes thereto, included in Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”) and any rules and regulations promulgated thereunder applicable to the Company SEC Documents (the “Financial Statements”) comply as to form Reports. The Company is in compliance in all material respects with the applicable accounting requirements listing and with the published corporate governance rules and regulations of the New York Stock Exchange and the Chicago Stock Exchange. Each of the audited consolidated financial statements and unaudited interim financial statements of the Company included in or incorporated by reference into the Company SEC with respect theretoReports (including the related notes and schedules) (collectively, have been the “Company Financial Statements”) has been, and in the case of Company SEC Reports filed after the date hereof will be, prepared in accordance with United States generally accepted accounting principles consistently applied (“GAAP”) and present fairly the Company’s consolidated financial position at the dates thereof and of its operations and cash flows for ), consistently applied during the periods specified involved (except as may be indicated therein or in the notes thereto and subject, in the case of unaudited statements, to normal year-end audit adjustments). Since ) and fairly presents, or, in the case of Company SEC Reports after the date hereof, will fairly present, the consolidated financial position of the most recent Company SEC Document, and the Company has not effected any change Subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended, subject, in any method the case of accounting or accounting practicethe unaudited interim financial statements, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8to normal year-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECend audit adjustments.

Reports and Financial Statements. The Company Buyer has furnished delivered or otherwise made available to Seller complete and accurate copies, as amended or supplemented, of (a) its Post-Effective Amendment No. 5 to its Registration Statement on Form S-1, dated January 24, 2005; (b) Annual Report on Form 10-K for the Purchaser true and complete copies of all reports or registration statements it has fiscal year ended September 30, 2004, as filed with the Securities and Exchange Commission (the “SEC”), and (c) all other reports, registrations statements or other filings made by the Buyer under the Exchange Act or the Securities Act and with the Securities Exchange Act of 1934SEC since September 30, as amended 2004 (the “Exchange Act”), for all periods subsequent reports and filings listed in (a)-(c) above are hereinafter referred to November 1, 2002, all in the form so filed (collectively as the “Company Buyer SEC DocumentsReports”). As The Buyer SEC Reports include all of their respective filing datesthe documents required to be filed by the Buyer under Section 15(d) of the Exchange Act with the SEC since September 30, the Company 2004. The Buyer SEC Documents Reports complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and, as of its respective filing date, no Company SEC Document filed under the Exchange Act contained and the rules and regulations thereunder when filed. As of their respective dates, the Buyer SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s audited financial statements, including statements and unaudited financial statements of the notes thereto, Buyer included in the Company Buyer SEC Documents Reports (the “Financial Statements”i) comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto when filed, have been (ii) were prepared in all material respects in accordance with generally accepted accounting principles consistently GAAP, applied on a consistent basis throughout the periods covered thereby except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act, (“GAAP”iii) and fairly present fairly in all material respects the Company’s consolidated financial position at the dates thereof and condition, results of its operations and cash flows of the Buyer as of the respective dates thereof and for the periods specified referred to therein, and (subject, iv) are consistent in all material respects with the case of unaudited statements, to normal audit adjustments). Since the date books and records of the most recent Company SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECBuyer.

Reports and Financial Statements. The Company has furnished or made available to the Purchaser true and complete copies of all reports or registration statements it has filed with the Securities SEC all material forms, statements, reports and Exchange Commission documents (the “SEC”including all post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the Securities Exchange Act respective rules and regulations thereunder, all of 1934which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. The Company has previously delivered to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the year ended July 31, 1999, and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1997, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by the Company with the SEC since January 1, 1997 (other than registration statements filed on Form S-8) (the “Exchange Act”documents referred to in clauses (a), for all periods subsequent (b) and (c) filed prior to November 1, 2002, all in the form so filed (date hereof are collectively referred to as the “"COMPANY SEC REPORTS"). The Company SEC Documents”)Reports are identified on the Company Disclosure Schedule. As of their respective filing datesdates (and, in the case of any registration statement, the date on which it was declared effective), the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and, as of its respective filing date, no Company SEC Document filed under the Exchange Act contained Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s audited consolidated financial statements, including statements and unaudited interim consolidated financial statements of the notes thereto, Company included in the Company SEC Documents Reports (collectively, the “Financial Statements”"COMPANY FINANCIAL STATEMENTS") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles consistently applied on a consistent basis (“GAAP”except as may be indicated therein or in the notes thereto) and present fairly present, in all material respects, the Company’s consolidated financial position at of the Company and its subsidiaries as of the dates thereof and the results of its their operations and their cash flows for the periods specified (then ended, subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments). Since the date of the most recent Company SEC Document, the Company has not effected adjustments and any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECadjustments described therein.

Reports and Financial Statements. The Company has furnished or made available to the Purchaser Investor via the SEC’s XXXXX filing system true and complete copies of the Company’s (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2006, December 31, 2005, and December 31, 2004, as filed with the SEC, (ii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 2004, and (iii) all other reports filed with or registration statements it has filed declared effective by the SEC since January 1, 2004, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Securities and Exchange Commission SEC since that date (the “SEC”documents referred to in clauses (i) under the Securities Act and the Securities Exchange Act of 1934, as amended through (the “Exchange Act”iii), for together with all periods subsequent accompanying exhibits and all information incorporated therein by reference, being referred to November 1, 2002, all in the form so filed (herein collectively as the “Company SEC DocumentsReports”). The Company has timely made all filings and furnishings with the SEC required of the Company pursuant to the Exchange Act during the 12 months preceding the date of this Agreement. As of their respective filing dates, the Company SEC Documents Reports were duly filed or furnished with the SEC and complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act, as applicablethe case may be, andand the rules and regulations promulgated by the SEC and the NASDAQ Stock Market thereunder applicable to such Company SEC Reports. Except to the extent that information contained in any Company SEC Report filed or furnished with the SEC and made publicly available prior to the date of this Agreement (a “Filed Company SEC Report”) has been revised or superseded by a later Filed Company SEC Report, as of its their respective filing datedates, no none of the Filed Company SEC Document filed under the Exchange Act Reports 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 statements made therein, in the light of the circumstances in under which they were made, not misleading. Each of the audited consolidated financial statements and unaudited interim financial statements (including, except to in each case, the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s financial statements, including the schedules and notes thereto, ) included in the Filed Company SEC Documents (the “Financial Statements”) Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act or the Exchange Act and with the published rules and regulations of the SEC with respect thereto, . The financial statements (including the schedules and notes thereto) included in the Company’s SEC Reports (i) have been prepared in accordance with generally accepted accounting principles consistently applied of the United States (“GAAP”) applied on a consistent basis throughout the periods indicated, except as disclosed therein, and (ii) present fairly fairly, in all material respects, the Company’s consolidated financial position of the Company as at the dates thereof and the results of its operations and cash flows flow for the periods specified (subject, in the case of unaudited statements, to normal audit adjustments). Since the date of the most recent Company SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECthen ended.

Reports and Financial Statements. The Company (a) Except as set forth on Schedule 3.5(a) of the SkyTerra Disclosure Schedule, SkyTerra has furnished or made available to the Purchaser true and complete copies of timely filed all reports or registration statements it has required to be filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act and SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or the Securities Act since January 1, 2004 (collectively, the “SkyTerra SEC Reports”), for and has previously made available to Blocker Corporation true and complete copies of all periods subsequent to November 1such SkyTerra SEC Reports. Such SkyTerra SEC Reports, 2002, all in the form so filed (collectively the “Company SEC Documents”). As as of their respective dates (or if amended or superseded by a filing datesprior to the date of this Agreement, then on the Company SEC Documents date of such filing), complied in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as applicablethe case may be, andand none of such SkyTerra SEC Reports, as of its their respective dates (or if amended or superseded by a filing dateprior to the date of this Agreement, no Company SEC Document filed under then on the Exchange Act date of such filing), 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 statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s consolidated financial statements, including the notes thereto, statements of SkyTerra included in the Company SkyTerra SEC Documents (the “Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, Reports have been prepared in accordance with generally accepted accounting principles GAAP consistently applied throughout the periods indicated (“GAAP”except as otherwise noted therein or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present fairly the Company’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods specified (subject, in the case of unaudited statements, to normal audit adjustmentsnormal, recurring year-end adjustments and any other adjustments described therein). Since the date of the most recent Company SEC Document, in all material respects, the Company consolidated financial position of SkyTerra and its consolidated Subsidiaries as at the dates thereof and the consolidated results of operations and cash flows of SkyTerra and its consolidated subsidiaries for the periods then ended. Except as disclosed in SkyTerra SEC Reports there has not effected any been no change in any method of the significant accounting (including Tax accounting) policies or accounting practiceprocedures of SkyTerra since December 31, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SEC2005.

Reports and Financial Statements. The Company has furnished or made available to the Purchaser true and complete copies of timely filed all reports or registration statements it has required to be filed with the Securities and Exchange Commission (the “"SEC”") under pursuant to the Exchange Act or the Securities Act since January 1, 1995 (collectively, the "Company SEC Reports"), and the Securities Exchange Act has previously made available to Parent true and complete copies of 1934all such Company SEC Reports. Such Company SEC Reports, as amended (the “Exchange Act”), for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “Company SEC Documents”). As of their respective filing dates, the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as applicablethe case may be, and, as and none of its respective filing date, no such Company SEC Document filed under the Exchange Act Reports 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 statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s consolidated financial statements, including statements of the notes thereto, Company included in the Company SEC Documents (the “Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, Reports have been prepared in accordance with United States generally accepted accounting principles ("GAAP") consistently applied throughout the periods indicated (“GAAP”except as otherwise noted therein) and fairly present fairly the Company’s consolidated financial position of the Company and its consolidated Subsidiaries as at the dates thereof and the consolidated results of its operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates, and for the periods specified (subjectrespective periods, presented therein, except that in the case of the unaudited statementsconsolidated financial statements included in any Form 10-Q, to normal audit adjustments). Since the date presentation and disclosures conform with the applicable rules of the most recent Company SEC DocumentExchange Act, the Company but include all adjustments necessary to conform to GAAP requirements with respect to interim financial statements. Except as set forth on Schedule 4.6, since January 1, 1996, there has not effected any been no change in any method of the significant accounting (including tax accounting) policies, practices or accounting practice, except for any such change required because procedures of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration or any of its consolidated Subsidiaries. References in this Agreement to the Company's consolidated financial statements and other filings required by shall be deemed to include the SECCompany's financial statements with respect to any period or as of any date during which or which the Company did not have any consolidated Subsidiaries.

Reports and Financial Statements. The Company Parent has furnished or previously made available to the Purchaser Company true and complete copies of all reports or registration statements it has Parent's Annual Reports on Form 10-K filed with the Securities SEC for each of the years ended December 31, 1997 through 1999, Parent's Quarterly Report on Form 10-Q filed with the SEC for the quarter ended June 30, 2000, each definitive proxy statement filed by Parent with the SEC since December 31, 1997, each final prospectus filed by Parent with the SEC since December 31, 1997 and Exchange Commission (all Current Reports on Form 8-K filed by Parent with the “SEC”) under the Securities Act and the Securities Exchange Act of 1934SEC since December 31, as amended (the “Exchange Act”), for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “Company SEC Documents”)1999. As of their respective filing dates, the Company such reports, proxy statements and prospectuses (collectively, "Parent SEC Documents Reports") (a) complied as to form in all material respects respect with the applicable requirements of the Securities Act or Act, the Exchange Act, as applicable, and, as of its respective filing date, no Company SEC Document filed under and the Exchange Act contained rules and regulations promulgated thereunder and (b) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except . Except to the extent corrected by that information in any Parent SEC Report has been revised or superseded in a subsequently later filed document with Parent SEC Report, none of the Parent SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an Reports contains any untrue statement of a material fact or omitted omits to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading at the time such Company SEC Documents became effective under the Securities Actmisleading. The Company’s audited consolidated financial statements, including the notes thereto, statements and unaudited consolidated interim financial statements included in the Company Parent SEC Documents Reports (the “Financial Statements”including any related notes and schedules) comply complied as to form form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles past practice and GAAP consistently applied during the periods involved (“GAAP”except as otherwise disclosed in the notes thereto) and present fairly presented the Company’s consolidated financial position at of Parent and its consolidated Subsidiaries as of the dates thereof and the results of its their operations and their cash flows for the periods specified or as of the dates then ended (subject, in the case of unaudited statementswhere appropriate, to normal audit year-end adjustments). Since the date of the most recent Company SEC DocumentDecember 31, the Company has not effected any change in any method of accounting or accounting practice1997, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company Parent has timely filed all material reports, registration statements reports and other filings required to be filed by it with the SEC under the rules and regulations of the SEC.

Reports and Financial Statements. The Company has furnished or made available Since March 31, 1996, to the Purchaser extent Network has been required to make filings under the Securities Act, the Exchange Act or applicable state laws and regulations, Network has filed with the SEC or the applicable state regulatory authority, as the case may be, all forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and applicable state laws and regulations, and the respective rules and regulations thereunder, all of which complied in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Network has previously delivered to IXC true and complete copies of its (a) Annual Report on Form 10-K for the fiscal year ended March 31, 1997, as filed with the SEC, which includes the audited consolidated financial statements of Network and the Subsidiaries for the fiscal year then ended (the "Network Financial Statements"), (b) interim report on Form 10-Q for the quarters ended June 30, and September 30, 1997, which includes unaudited consolidated financial statements of Network and the Subsidiaries for the fiscal quarters then ended (the "Network Recent Financial Statements"), (c) proxy and information statements relating to all meetings (whether annual or special) of its shareholders (the "Shareholders"), and actions by written consent in lieu of a Shareholders' meeting, from March 31, 1997 until the date hereof, and (d) all other reports or registration statements it has filed by Network with the Securities and Exchange Commission SEC since June 30, 1997 (collectively, the “SEC”) under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “Company "Network SEC Documents”Reports"). As of their respective filing dates, the Company Network SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and, as of its respective filing date, no Company SEC Document filed under the Exchange Act contained Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s audited consolidated financial statements, including statements and unaudited interim financial statements of Network and the notes thereto, Subsidiaries included in the Company Network SEC Documents (Reports and the “Network Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, Statements have been prepared in accordance with United States generally accepted accounting principles consistently applied (“"GAAP”") (except as may be indicated therein or in the notes thereto) and fairly present fairly in all material respects the Company’s consolidated financial position at of Network and the Subsidiaries as of the dates thereof and the results of its their operations and cash flows changes in financial position for the periods specified (then ended, subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments)adjustments and the absence of explanatory notes. Since The Network Financial Statements contain and reflect adequate reserves for (a) all known liabilities or obligations of any nature, whether absolute, contingent or otherwise, in accordance with GAAP and (b) all reasonably anticipated losses and costs in excess of expected revenue relating to such loss. The unaudited consolidated interim financial statements of Network, and the date Subsidiaries included in the Network SEC Reports, have been similarly prepared and contain and reflect adequate reserves for (a) all known liabilities or obligations of the most recent Company SEC Documentany nature, the Company has not effected any change whether absolute, contingent or otherwise, in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K accordance with GAAP and (an “8-K”b) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECreasonably anticipated losses.

Reports and Financial Statements. The filings required to be made by the Company has furnished or made available to the Purchaser true and complete copies of all reports or registration statements it has filed with the Securities and Exchange Commission (the “SEC”) its subsidiaries since September 30, 1996 under the Securities Act and of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), for the 1935 Act, the Federal Power Act, as amended (the "Power Act") and applicable state public utility laws and regulations have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC") or the appropriate state public utilities commission, as the case may be, including all periods subsequent forms, statements, reports, exhibits and amendments appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. The Company has made available to November 1Parent a true and complete copy of each report, 2002schedule, all in registration statement and definitive proxy statement filed by the form so filed Company with the SEC since September 30, 1996 (collectively as such documents have since the “time of their filing been amended, the "Company SEC Documents”Reports"). As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and, as of its respective filing date, no Company SEC Document filed under the Exchange Act contained Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s audited consolidated financial statements, including statements and unaudited interim financial statements of the notes thereto, Company included in the Company SEC Documents Reports (collectively, the “"Company Financial Statements”") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis (“"GAAP”") (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present fairly the Company’s consolidated financial position at of the Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods specified (subjectthen ended. True and complete copies of the articles of organization and by-laws of the Company, as in the case of unaudited statements, to normal audit adjustments). Since effect on the date of the most recent Company SEC Documenthereof, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not have been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECmade available to Parent.

Reports and Financial Statements. The (a) From January 1, 2020 through the date of this Agreement, the Company has filed or furnished or made available to the Purchaser true all forms, documents and complete copies of all reports or registration statements it has filed with the Securities and Exchange Commission (SEC required to be filed or furnished by it with the “SEC”) SEC under the Securities Act and or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “Company SEC Documents”). As of their respective dates (or, if amended or superseded by a filing datesprior to the date of this Agreement, as of the date of such filing (and, in the case of registration statements and proxy statements, on the date of effectiveness and the dates of the relevant meetings, respectively)), the Company SEC Documents (excluding, in each case information supplied by Parent or any of its affiliates in writing for inclusion therein) complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as applicable, and, as of its respective filing date, no Company SEC Document filed under the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents (excluding, in each case information supplied by Parent or any of its affiliates in writing for inclusion therein) contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. As of the date hereof, except to the extent corrected by a subsequently filed document with knowledge of the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement Company, none of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s financial statements, including the notes thereto, included in the Company SEC Documents (is the “Financial Statements”) comply as subject of ongoing SEC review or outstanding or unresolved comments. The Company has, prior to form in all material respects with applicable accounting requirements and the date hereof, delivered, or otherwise made available through filings with the published rules SEC, to Parent with accurate and regulations complete copies of all comment letters received by the Company since January 1, 2020 relating to the Company SEC Documents, together with all written responses of the SEC with respect Company thereto. The Company Subsidiary is, have been prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”) and present fairly the Company’s consolidated financial position or at the dates thereof and of its operations and cash flows for the periods specified (subject, in the case of unaudited statements, to normal audit adjustments). Since the date of the most recent Company SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event time since November January 1, 20042020 has been, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) required to file any forms, reports or other documents with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SEC.

Reports and Financial Statements. The Company has furnished or made available to the Purchaser true and complete copies of all reports or registration statements it (a) PDN has filed or furnished all forms, documents and reports required to be filed or furnished since January 1, 2013 with the Securities and Exchange Commission SEC (the “SEC”) under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “Company PDN SEC Documents”). As of their respective filing dates, or, if amended, as of the Company date of the last such amendment (excluding any amendments made after the date of this Agreement), the PDN SEC Documents complied in all material respects with the requirements of the Securities Act or and the Exchange Act, as applicablethe case may be, andand the applicable rules and regulations promulgated thereunder, as and none of its respective filing date, no Company the PDN SEC Document filed under the Exchange Act Documents contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. To the knowledge of PDN, except none of the PDN SEC Documents is the subject of any outstanding SEC comments or outstanding SEC investigation. No Subsidiary of PDN is required to the extent corrected by a subsequently filed document file any form or report with the SEC. PDN has made available to NAPW all material correspondence (if such correspondence has occurred since January 1, 2013) between the SEC on the one hand, and PDN and any of its Subsidiaries, on the other hand received by PDN prior to the Closing Datedate of this Agreement. No Company SEC Document filed The certifications and statements required by (A) Rule 13a-14 under the Securities Exchange Act contained an untrue statement and (B) 18 U.S.C. §1350 (Section 906 of material fact or omitted the Xxxxxxxx-­Xxxxx Act) relating to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s financial statements, including the notes thereto, included in the Company PDN SEC Documents (collectively, the “Financial StatementsCertifications”) are accurate and complete and comply as to form and content with all applicable Law. As used in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”) and present fairly the Company’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods specified (subject, in the case of unaudited statements, to normal audit adjustments). Since the date of the most recent Company SEC Documentthis Section 4.4, the Company has not effected term “file” and variations thereof shall be broadly construed to include any change manner in any method of accounting which a document or accounting practiceinformation is furnished, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by supplied or otherwise made available to the SEC.

Reports and Financial Statements. The (a) To the Company’s knowledge, the Company has filed or furnished all forms, documents and reports (including exhibits) required to be filed or made available furnished prior to the Purchaser true and complete copies date of all reports or registration statements this Agreement by it has filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act and the Securities Exchange Act of 1934since December 31, as amended 2004 (the “Exchange Act”), for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “Company SEC Documents”). As To the Company’s knowledge, as of their respective filing dates, or, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or and the Exchange Act, as applicablethe case may be, andand the applicable rules and regulations promulgated thereunder, as and none of its respective filing date, no the Company SEC Document filed under the Exchange Act Documents contained any untrue statement of a material fact or omitted to state a or incorporate by reference any material fact required to be stated or incorporated by reference therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. To the Company’s knowledge, except no Subsidiary of the Company is required to the extent corrected by a subsequently filed document file any form or report with the SEC SEC. The Company has made available to Parent correct and complete copies of all material correspondence between the SEC, on the one hand, and the Company and any of the Company’s Subsidiaries, on the other hand, occurring since December 31, 2004 and prior to the Closing Datedate hereof. No To the Company’s knowledge (except for any comments, as part of the SEC’s on-going compensation disclosure review project, that the Company has not yet received and has not yet been notified of), as of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Document filed under Documents. To the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s financial statementsknowledge (except for any comments, including as part of the notes theretoSEC’s on-going compensation disclosure review project, included in that the Company has not yet received and has not yet been notified of), as of the date hereof, none of the Company SEC Documents (is the “Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations subject of the ongoing SEC with respect theretoreview, have been prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”) and present fairly the Company’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods specified (subject, in the case of unaudited statements, to normal audit adjustments). Since the date of the most recent Company outstanding SEC Document, the Company has not effected any change in any method of accounting comment or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the outstanding SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECinvestigation.

Reports and Financial Statements. The filings required to be made by the Company has furnished or made available to the Purchaser true and complete copies of all reports or registration statements it has filed with the Securities its Subsidiaries and Exchange Commission (the “SEC”) Joint Ventures since January 1, 1996 under the Securities Act and of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), for the 1935 Act and applicable state public utility laws and regulations have been filed with the Securities and Exchange Commission (the "SEC") or the appropriate state public utilities commission, as the case may be, including all periods subsequent forms, statements, financial statements, reports, agreements (oral or written) and all documents, exhibits, schedules, amendments and supplements appertaining thereto, were duly made and complied (or, with respect to November such documents to be filed after the date of this Agreement, will be duly made and will comply), as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since January 1, 20021997 (as such documents, all in including those filed after the form so filed (collectively date of this Agreement, have since the “time of their filing been amended, the "Company SEC Documents”Reports"). As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act Reports did (or the Exchange Act, as applicable, and, as of its respective filing date, no Company SEC Document filed under the Exchange Act contained will) not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s audited consolidated financial statements, including statements and unaudited interim financial statements of the notes thereto, Company included in the Company SEC Documents Reports (collectively, the “"Company Financial Statements”") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been (or will be) prepared in accordance with U.S. generally accepted accounting principles consistently applied on a consistent basis (“"GAAP”") (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (or will fairly present) the Company’s consolidated financial position at of the Company and its Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods specified (subjectthen ended. True, in accurate and complete copies of the case articles of unaudited statementsincorporation and by-laws of the Company, each of its Subsidiaries and each of its Joint Ventures have been made available to normal audit adjustments)Parent. Since The Company SEC Reports delivered to Parent prior to the date of the most recent Company SEC Document, this Agreement accurately disclose all material regulation of the Company has not effected and each of its Subsidiaries and Joint Ventures that relates to the utility business of any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECeach of its Subsidiaries and Joint Ventures.

Reports and Financial Statements. The Company has (a) Parent and Services, in its capacity as predecessor registrant, have timely filed or furnished all forms, statements, documents, schedules and reports, together with any amendments required to be made with respect thereto and exhibits or made available other information incorporated therein required to be filed or furnished by them prior to the Purchaser true and complete copies of all reports or registration statements it has date hereof, with the SEC since December 31, 2013 (such documents, together with any documents filed with the Securities SEC during such period by Parent and/or Services on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4 and Exchange Commission (the Joint Proxy Statement, collectively, the “SEC”) under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “Company Parent SEC Documents”). As of their respective filing dates, or, if amended, as of the Company date of the last such amendment, the Parent SEC Documents complied in all material respects respects, and all documents required to be filed or furnished by Parent with the SEC after the date hereof and prior to the Effective Time (the “Subsequent Parent SEC Documents”) will comply in all material respects, with the requirements of the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicablethe case may be, andsubject to the last sentence of Section 4.12 with respect to the Form S-4 and the Joint Proxy Statement, as and none of its respective filing datethe Parent SEC Documents contained, no Company and the Subsequent Parent SEC Document filed under the Exchange Act contained Documents will not contain, any untrue statement of a material fact or omitted omitted, or will omit, to state a any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, or are to be made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact There are no outstanding or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s financial statements, including the notes thereto, included unresolved comments in the Company SEC Documents (the “Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of comment letters received from the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”) and present fairly to the Company’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods specified (subject, in the case of unaudited statementsParent SEC Documents and, to normal audit adjustments). Since the date knowledge of Parent, none of the most recent Company Parent SEC DocumentDocuments is the subject of ongoing SEC review. None of the Subsidiaries of Parent is, the Company or has not effected at any change in any method of accounting time since December 31, 2013 been, required to file or accounting practice, except for any such change is required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) to file reports with the SEC for which an 8-K has not been so filed. Since November 1pursuant to the Exchange Act, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECthan Services.

Reports and Financial Statements. The Company (a) Bemis and each Bemis Subsidiary has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents required to be filed or furnished by it with or made available to the Purchaser true and complete copies of all reports SEC pursuant to the Exchange Act or registration statements it has filed with the Securities and Exchange Commission Act since January 1, 2016 (the “SECApplicable Date”) under (the Securities Act forms, statements, certifications, reports and documents filed with or furnished to the Securities Exchange Act SEC since the Applicable Date and those filed with or furnished to the SEC subsequent to the date of 1934this Agreement, together with any exhibits and schedules thereto and any information incorporated by reference therein, in each case as amended (since the “Exchange Act”)date of their filing and prior to the date hereof, for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “Company SEC DocumentsBemis Filings”). As Each of their respective the Bemis Filings, at the time of its filing datesor being furnished complied or, if not yet filed or furnished, will at the Company SEC Documents complied time of being filed or furnished comply, in each case, in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicableand any rules and regulations promulgated thereunder applicable to the Bemis Filings, andand the applicable requirements of the NYSE. As of their respective dates (or, if amended prior to the date of this Agreement, as of its respective filing datethe date of such amendment), no Company the Bemis Filings did not, and each Bemis Filing filed with or furnished to the SEC Document filed under subsequent to the Exchange Act contained date of this Agreement will not, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement As of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s financial statements, including the notes thereto, included in the Company SEC Documents (the “Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”) and present fairly the Company’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods specified (subject, in the case of unaudited statements, to normal audit adjustments). Since the date of this Agreement, to Xxxxx’x knowledge, none of the most recent Company Bemis Filings is the subject of ongoing SEC Documentreview, inquiry, investigation or challenge or the Company has not effected subject of any change in any method of accounting outstanding or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the unresolved SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECcomments.

Reports and Financial Statements. The filings required to be made by the Company has furnished or made available to the Purchaser true and complete copies of all reports or registration statements it has filed with the Securities and Exchange Commission (the “SEC”) its subsidiaries since January 1, 1995 under the Securities Act and of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), for the Public Utility Holding Company Act of 1935, as amended (the "1935 Act"), the Federal Power Act, as amended (the "Power Act") and applicable state public utility laws and regulations have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC") or the appropriate state public utilities commission, as the case may be, including all periods subsequent forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. The Company has delivered or made available to November Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since January 1, 20021995 (as such documents have since the time of their filing been amended, all in the form so filed (collectively the “"Company SEC Documents”Reports"). As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and, as of its respective filing date, no Company SEC Document filed under the Exchange Act contained Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s audited consolidated financial statements, including statements and unaudited interim financial statements of the notes thereto, Company included in the Company SEC Documents Reports (collectively, the “"Company Financial Statements”") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis (“"GAAP”") (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present fairly the Company’s consolidated financial position at of the Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods specified (subjectthen ended. True, accurate and complete copies of the articles of incorporation and by-laws of the Company, as in the case of unaudited statements, to normal audit adjustments). Since effect on the date of the most recent Company SEC Documenthereof, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not have been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECmade available to Parent.

Reports and Financial Statements. The Company (a) Except as set forth on Schedule 3.5(a) of the Motient Disclosure Schedule, Motient has furnished or made available to the Purchaser true and complete copies of timely filed all reports or registration statements it has required to be filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act and SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or the Securities Act since January 1, 2004 (collectively, the “Motient SEC Reports”), for and has previously made available to BCE true and complete copies of all periods subsequent to November 1such Motient SEC Reports. Such Motient SEC Reports, 2002, all in the form so filed (collectively the “Company SEC Documents”). As as of their respective dates (or if amended or superseded by a filing datesprior to the date of this Agreement, then on the Company SEC Documents date of such filing), complied in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as applicablethe case may be, andand none of such Motient SEC Reports, as of its their respective dates (or if amended or superseded by a filing dateprior to the date of this Agreement, no Company SEC Document filed under then on the Exchange Act date of such filing), 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 statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s consolidated financial statements, including the notes thereto, statements of Motient included in the Company Motient SEC Documents (the “Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, Reports have been prepared in accordance with generally accepted accounting principles GAAP consistently applied throughout the periods indicated (“GAAP”except as otherwise noted therein or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present fairly the Company’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods specified (subject, in the case of unaudited statements, to normal audit adjustmentsnormal, recurring year-end adjustments and any other adjustments described therein). Since the date of the most recent Company SEC Document, in all material respects, the Company consolidated financial position of Motient and its consolidated subsidiaries as at the dates thereof and the consolidated results of operations and cash flows of Motient and its consolidated subsidiaries for the periods then ended. Except as disclosed in the Motient SEC Reports there has not effected any been no change in any method of the significant accounting (including Tax accounting) policies or accounting practiceprocedures of Motient since December 31, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SEC2005.

Reports and Financial Statements. The Company has furnished or made available to the Purchaser true and complete copies of all reports or registration statements it has filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for all periods subsequent to November 1December 31, 20022001, all in the form so filed (collectively the “Company SEC Documents”). As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and, as of its respective filing date, no Company SEC Document filed under the Exchange Act 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 statements made therein, in the light of the circumstances in which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing DateSEC. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s financial statements, including the notes thereto, included in the Company SEC Documents (the “Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”) and present fairly the Company’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods specified (subject, in the case of unaudited statements, to normal audit adjustments). Since the date of the most recent Company SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 115, 2004, 2004 has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1September 30, 2003, 2002 the Company has timely filed all material reports, registration statements and other filings required by the SEC.

Reports and Financial Statements. The Company Buyer has previously furnished or made available to the Purchaser true Company complete and complete copies accurate copies, as amended or supplemented, of all reports or registration statements it has its Registration Statement on Form S-1 (the "IPO Registration Statement"), as filed with the Securities and Exchange Commission (the “"SEC”) under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”"), and all written comments provided by the staff of the SEC to the Buyer with respect to the IPO Registration Statement and all responses to such comments filed by the Buyer with the SEC (other than responses that the Buyer determines should be kept confidential for bona fide business purposes, provided that the Buyer shall in any event provide all periods subsequent responses that relate to November 1, 2002, all in the form so filed (collectively Company or the “Company SEC Documents”transactions contemplated by this Agreement). As of their respective filing dates, the Company SEC Documents The IPO Registration Statement complied in all material respects with the requirements of the Securities Act or of 1933, as amended (the Exchange "Securities Act") and the rules and regulations thereunder when filed and, upon effectiveness thereof in accordance with the Securities Act, as applicablethe Buyer currently intends to offer shares of Buyer Common Stock to the public pursuant thereto. As of the date of this Agreement, andCredit Suisse First Boston Corporation has advised the Buyer that it supports the Buyer's current intention to go forward with the IPO. As of the date of this Agreement, as subject to the last three sentences of its respective filing datethis Section 3.5, no Company SEC Document filed under the Exchange Act contained IPO Registration Statement does not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s audited financial statements, including statements and unaudited interim financial statements of the notes thereto, Buyer included in the Company SEC Documents IPO Registration Statement, subject to the last three sentences of this Section 3.5, (the “Financial Statements”i) comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto when filed, have been (ii) were prepared in accordance with generally accepted accounting principles consistently GAAP applied on a consistent basis throughout the periods covered thereby (“GAAP”except as may be indicated therein or in the notes thereto, (iii) and fairly present fairly the Company’s consolidated financial position at the dates thereof and condition, results of its operations and cash flows of the Buyer as of the respective dates thereof and for the periods specified referred to therein, and (subjectiv) are consistent with the books and records of the Buyer. The Company acknowledges that the IPO Registration Statement has not been declared effective and is the subject of ongoing review by the staff of the SEC, and that additional modifications to the IPO Registration Statement and the financial statements included therein may be necessary in response to comments issued by the case SEC staff. Among other things, the SEC staff has issued comments regarding potential compensation expenses attributable to "cheap stock" issued by the Buyer, regarding the period over which certain intangible assets of unaudited statements, the Buyer should be amortized and regarding potential variable accounting with respect to normal audit adjustments)certain stock options issued by the Buyer. Since The Company agrees that any modification to the IPO Registration Statement made by the Buyer after the date of the most recent Company SEC Document, the Company has not effected any change this Agreement in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with response to comments from the SEC for which an 8-K has staff, including any modifications to existing disclosure or financial data or any addition of new disclosure, shall not been so filed. Since November 1, 2003, give rise to a breach of the Company has timely filed all material reports, registration statements representations and other filings required by the SECwarranties made in this Section 3.5.

Reports and Financial Statements. (a) The Company has and its Subsidiaries have filed or furnished all forms, documents, statements and reports required to be filed or made available furnished prior to the Purchaser true and complete copies of all reports or registration statements it has filed date hereof by them with the Securities and Exchange Commission (the “SEC”) under the Securities Act and the Securities Exchange Act of 1934since January 1, as amended 2006 (the “Exchange Act”)forms, for all periods documents, statements and reports filed with or furnished to the SEC since January 1, 2006 and those filed or furnished with the SEC subsequent to November 1the date of this Agreement, 2002if any, all in the form so filed (collectively including any amendments thereto, the “Company SEC Documents”). As of their respective filing dates, or, if amended, as of the date of the last such amendment prior to the date hereof, the Company SEC Documents complied complied, and each of the Company SEC Documents filed or furnished subsequent to the date of this Agreement will comply, in all material respects with the requirements of the Securities Act or of 1933 (the “Securities Act”) and the Exchange Act, as the case may be, and complied or will comply, as applicable, andin all material respects with the then-applicable accounting standards. None of the Company SEC Documents so filed or furnished or that will be filed or furnished subsequent to the date of this Agreement contained or will contain, as of its respective filing datethe case may be, no Company SEC Document filed under the Exchange Act contained any untrue statement of a material fact or omitted or will omit, as the case may be, to state a any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except . None of the Company’s Subsidiaries is required to the extent corrected by a subsequently filed document file periodic reports with the SEC prior pursuant to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Exchange Act. The Company’s financial statementsAs of the date hereof, including there are no outstanding or unresolved comments from the notes thereto, included in SEC staff with respect to any of the Company SEC Documents (the “Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”) and present fairly the Company’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods specified (subject, in the case of unaudited statements, to normal audit adjustments). Since the date of the most recent Company SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECDocuments.

Reports and Financial Statements. The Company Purchaser has previously furnished or made available to the Purchaser true and complete Vendors copies of all reports or registration statements it has filed with its (i) Annual Report on Form 10-K for the Securities Fiscal Year ended June 30 1997, (ii) Quarterly Report on Form 10-Q for the Fiscal Quarter Ended September 30 1997 (iii) Quarterly Report on Form 10-Q for the Fiscal Quarter Ended December 31 1997 (iv) Current Report on Form 8-K dated 10/3/97 (reporting Q1 earnings); (v) Current Report on Form 8-K dated 28 January 1998 (reporting Q2 earnings); (vi) 1997 Annual Report to Stockholders; (vii) Proxy Statement dated October 8 1997 and Exchange Commission (viii) Prospectus dated 27 January 1998 (collectively, the “SEC”) under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “Company "SEC Documents”Reports"). As of their respective filing dates, the Company The SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and, as of its respective filing date, no Company SEC Document Reports did not when each was filed under the Exchange Act contained contain any untrue statement statements of a material fact or omitted to state a material fact required to be stated therein or omit to state a material fact necessary in order to make the statements made contained therein, in the light of the circumstances in which they were made, not misleading. The SEC Reports complied as to form, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s financial statementsform, including the notes theretodocument or report was filed, included in the Company SEC Documents (the “Financial Statements”) comply as to form in all material respects with the applicable accounting requirements of the US federal securities laws and with the published rules and regulations promulgated thereunder. Since July 1, 1997, the Purchaser has filed all forms, reports and documents with the US Securities and Exchange Commission required to be filed by it pursuant to the US federal securities laws and the rules and regulations promulgated thereunder, each of which complied as to form, at the time such form, document or report was filed, in all material respects with the applicable requirements of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”) US federal securities laws and present fairly the Company’s consolidated financial position at the dates thereof rules and of its operations and cash flows for the periods specified (subject, in the case of unaudited statements, to normal audit adjustments)regulations promulgated thereunder. Since the date of the most recent Company SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K 27th January 1998 there has not been so filedany material adverse change in the business, results, operations, financial condition or prospects of Purchaser. Since November 18. FINDER'S FEES There is no investment banker, 2003broker, finder or other intermediary which has been retained by or is authorised to act on behalf of the Company has timely filed all material reportsPurchaser, registration statements and other filings required who might be entitled to any fee or commission from the Vendors upon consummation of the transactions contemplated by the SECthis Agreement. 9.

Reports and Financial Statements. The Company has furnished or made available to the Purchaser Investor with true and complete copies of the Company's (i) Annual Reports on Form 10-KSB for the fiscal years ended December 31, 1998, December 31, 1999 and December 31, 2000, as amended, as filed with the SEC, (ii) Quarterly Report on Form 10-QSB for the quarter ended March 31, 2001, as filed with the SEC, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 1999, and (iv) all other reports filed with or registration statements it has filed declared effective by the SEC since January 1, 1999, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Securities and Exchange Commission SEC since that date (clauses (i) through (iv) being referred to herein collectively as the “SEC”) "Company SEC Reports"). The Company has timely made all filings required under the Securities Act and the Securities Exchange Act during the 12 months preceding the date of 1934, as amended (the “Exchange Act”), for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “Company SEC Documents”)this Agreement. As of their respective filing dates, the Company SEC Documents Reports were duly filed and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicablethe case may be, and, as and the rules and regulations of its respective filing date, no the SEC thereunder applicable to such Company SEC Document filed under Reports. As of their respective dates, the Exchange Act contained Company SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s audited consolidated financial statements, including statements and unaudited interim financial statements of the notes thereto, Company included in the Company SEC Documents (the “Financial Statements”) Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the SEC with respect thereto, . The financial statements included in the Company SEC Reports (i) have been prepared in accordance with generally accepted accounting principles consistently ("GAAP") applied on a consistent basis (“GAAP”except as may be indicated therein or in the notes thereto), (ii) and present fairly fairly, in all material respects, the Company’s consolidated financial position of the Company and its Subsidiaries as at the dates thereof and the results of its their operations and cash flows flow for the periods specified (then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments). Since adjustments and any other adjustments described therein and the date fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects in accordance with the books of account and records of the most recent Company SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECas indicated therein.

Reports and Financial Statements. The Company has furnished or made available to the Purchaser Investors, via its XXXXX filings with the SEC, true and complete copies of all reports or registration statements it has the Company's (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2003, December 31, 2002 and December 31, 2001, as amended, as filed with the Securities and Exchange Commission SEC, (the “SEC”ii) under the Securities Act and the Securities Exchange Act of 1934proxy statements, as amended amended, related to all meetings of its stockholders (the “Exchange Act”), for all periods subsequent to November whether annual or special) held since January 1, 2002, and (iii) all other reports filed with or registration statements declared effective by the SEC since January 1, 2002, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the SEC since that date (the documents referred to in clauses (i) through (iii), together with all accompanying exhibits and all information incorporated therein by reference, being referred to herein collectively as the form so filed (collectively the “"Company SEC Documents”Reports"). The Company has timely made all filings and furnishings with the SEC pursuant to the Exchange Act during the 12 months preceding the date of this Agreement. As of their respective filing dates, the Company SEC Documents Reports were duly filed or furnished with the SEC and complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act, as applicablethe case may be, andand the rules and regulations promulgated by the SEC and NASDAQ Stock Market thereunder applicable to such Company SEC Reports. Except to the extent that information contained in any Company SEC Report filed or furnished with the SEC and made publicly available prior to the date of this Agreement (a "Filed Company SEC Report") has been revised or superseded by a later Filed Company SEC Report, as of its their respective filing datedates, no none of the Filed Company SEC Document filed under the Exchange Act Reports 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 statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s audited consolidated financial statements, including the notes thereto, statements included in the Filed Company SEC Documents (the “Financial Statements”) Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act or the Exchange Act and with the published rules and regulations of the SEC with respect thereto, . The financial statements (including the schedules and notes thereto) included in the Company's SEC Reports (i) have been prepared in accordance with generally accepted accounting principles consistently ("GAAP") applied on a consistent basis and (“GAAP”ii) and present fairly fairly, in all material respects the Company’s consolidated financial position of the Company and its Subsidiary as at the dates thereof and the results of its their operations and cash flows flow for the periods specified (subjectthen ended, except that the unaudited financial statements may not be in accordance with GAAP because of the case absence of unaudited statements, footnotes normally contained therein and are subject to normal year-end audit adjustments). Since the date of the most recent Company SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SEC.

Reports and Financial Statements. The Company Inprise has furnished or made available to Corel prior to the Purchaser execution of this Agreement a true and complete copies copy of each form, report, schedule, registration statement, definitive proxy statement and other document (together with all reports amendments thereof and supplements thereto) filed by Inprise or registration statements it has filed any of its Subsidiaries with the Securities SEC since January 1, 1997 (as such documents have since the time of their filing been amended or supplemented, the "Inprise Reports"), which are all the documents (other than preliminary material) that Inprise and Exchange Commission (its Subsidiaries were required to file with the “SEC”) under SEC since such date. Except as disclosed in Section 3.05 of the Securities Act and the Securities Exchange Act of 1934Inprise Disclosure Letter, as amended (the “Exchange Act”), for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “Company SEC Documents”). As of their respective filing dates, the Company SEC Documents Inprise Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicablethe case may be, and, as of its respective filing date, no Company SEC Document filed under the Exchange Act contained and (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s audited consolidated financial statementsstatements and unaudited interim consolidated financial statements (including, including in each case, the notes notes, if any, thereto, ) included in the Company SEC Documents Inprise Reports (the “"Inprise Financial Statements”") comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles consistently in the United States ("U.S. GAAP") applied on a consistent basis during the periods involved (“GAAP”except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present fairly the Company’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods specified (subject, in the case of the unaudited interim financial statements, to normal normal, recurring year-end audit adjustmentsadjustments and to the absence of complete notes (which are not expected to be, individually or in the aggregate, materially adverse to Inprise and its Subsidiaries taken as a whole)) the consolidated financial position of Inprise and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. Since the date Except as set forth in Section 3.05 of the most recent Company SEC DocumentInprise Disclosure Letter, each Subsidiary of Inprise is treated as a consolidated subsidiary of Inprise in the Company has not effected any change in any method of accounting or accounting practice, except Inprise Financial Statements for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECperiods covered thereby.

Reports and Financial Statements. The Company Palatin has previously furnished or made available to the Purchaser MBI with true and complete copies of all reports or registration statements it documents required to be filed with the Commission for the period beginning July 1, 1996 and ending on the date hereof. Palatin has filed with the Securities and Exchange Commission all documents it is required by the Commission to file as of the date hereof (together with all exhibits thereto, the “SEC”) under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “Company "Palatin SEC Documents”Reports"). As of their respective filing dates, the Company Palatin SEC Documents Reports complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicablethe case may be, andand the rules and regulations of the Commission thereunder applicable to such Palatin SEC Reports. As of their respective dates, as of its respective filing date, no Company the Palatin SEC Document filed under the Exchange Act contained Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s audited consolidated financial statements, including the notes thereto, statements and unaudited interim financial statements of Palatin included in the Company Palatin SEC Documents (the “Financial Statements”) Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the SEC Commission with respect thereto, . The financial statements included in the Palatin SEC Reports (i) have been prepared in accordance with generally accepted accounting principles consistently GAAP applied on a consistent basis (“GAAP”except as may be indicated therein or in the notes thereto), (ii) and present fairly fairly, in all material respects, the Company’s consolidated financial position of Palatin and its subsidiaries as at the dates thereof and the results of its their operations and cash flows flow for the periods specified (then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments). Since adjustments and any other adjustments described therein and the date of the most recent Company SEC Document, the Company has not effected any change fact that certain information and notes have been condensed or omitted in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) accordance with the SEC for which an 8-K has not been so filed. Since November 1Exchange Act and the rules promulgated thereunder, 2003, the Company has timely filed and (iii) are in all material reports, registration statements respects in accordance with the books of account and other filings required by the SECrecords of Palatin and its subsidiaries.

Reports and Financial Statements. The Company has furnished or filings required to be made available to the Purchaser true by DRI and complete copies of all reports or registration statements it has filed with the Securities and Exchange Commission (the “SEC”) its subsidiaries since January 1, 1996 under the Securities Act and of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), for all periods subsequent to November 1, 2002, all in the form so filed Federal Power Act (collectively the “Company SEC Documents”"Power Act"). As of their respective filing dates, the Company SEC Documents Atomic Energy Act of 1954, as amended (the "Atomic Energy Act"), the 1935 Act and applicable state laws and regulations have been filed with the SEC, the Federal Energy Regulatory Commission (the "FERC"), the Nuclear Regulatory Commission (the "NRC") or the applicable state regulatory authorities, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and complied in all material respects with the all applicable requirements of the appropriate act and the rules and regulations thereunder. DRI has made available to CNG a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by DRI with the SEC under the Securities Act or the Exchange Act, as applicable, and, as of its respective filing date, no Company SEC Document filed under and the Exchange Act contained since January 1, 1996 and through the date hereof (as such documents have since the time of their filing been amended, the "DRI SEC Reports"). The DRI SEC Reports, including without limitation any financial statements or schedules included therein, at the time filed, and any forms, reports or other documents filed by DRI with the SEC after the date hereof, did not and will not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s audited consolidated financial statements, including the notes thereto, statements and unaudited interim financial statements of DRI included in the Company DRI SEC Documents Reports (collectively, the “"DRI Financial Statements”") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared prepared, and will be prepared, in accordance with generally accepted accounting principles consistently applied GAAP (“GAAP”except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q under the Exchange Act) and fairly present fairly the Company’s consolidated financial position at of DRI as of the respective dates thereof and or the consolidated results of its operations and cash flows for the respective periods specified (then ended, as the case may be, subject, in the case of the unaudited interim financial statements, to normal normal, recurring audit adjustments). Since the date of the most recent Company SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SEC.

Reports and Financial Statements. The Company has furnished or made available to the Purchaser true (i) Each of Oryx and complete copies of all reports or registration statements it Sun Energy Partners, L.P. ("Oryx Partnership") has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission SEC since January 1, 1997 (collectively, including all exhibits thereto, the “"Oryx SEC Reports"). Since such date, no other Subsidiary of Oryx has been required to file or has filed any form, report, registration statement, prospectus or other document with the SEC”) under . None of the Securities Act and the Securities Exchange Act of 1934Oryx SEC Reports, as amended (the “Exchange Act”), for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “Company SEC Documents”). As of their respective dates (and, if amended or superseded by a filing datesprior to the date of this Agreement or the Closing Date, the Company SEC Documents complied in all material respects with the requirements then as of the Securities Act date of such filing), contained or the Exchange Act, as applicable, and, as of its respective filing date, no Company SEC Document filed under the Exchange Act contained will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. Each of the financial statements (including the related notes) included in the Oryx SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Oryx or Oryx Partnership, as the case may be, and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP consistently applied during the periods involved except to as otherwise noted therein, and subject, in the extent corrected by a subsequently filed document with case of the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s unaudited interim financial statements, including to normal and recurring year-end adjustments that have not been and are not expected to be material in amount. All of such Oryx SEC Reports, as of their respective dates (and as of the notes theretodate of any amendment to the respective Oryx SEC Report), included in the Company SEC Documents (the “Financial Statements”) comply complied as to form in all material respects with the applicable accounting requirements of the Securities Act and with the published Exchange Act and the rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”) and present fairly the Company’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods specified (subject, in the case of unaudited statements, to normal audit adjustments). Since the date of the most recent Company SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECpromulgated thereunder.

Reports and Financial Statements. (a) The Company has filed or furnished all forms, documents and reports required to be filed or made available furnished prior to the Purchaser true and complete copies of all reports or registration statements date hereof by it has filed with the Securities and Exchange Commission SEC on a timely basis since April 2, 2010 (the “SEC”) under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for all periods subsequent to November 1, 2002, all in the form together with any documents so filed (collectively or furnished during such period on a voluntary basis, in each case as may have been amended since their filing, the “Company SEC Documents”). As Each of their respective filing dates, the Company SEC Documents, including all Company SEC Documents filed after the date hereof, as of its date, or, if amended, as finally amended prior to the date of this Agreement, complied as to form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicablethe case may be, andand the applicable rules and regulations promulgated thereunder. As of the date filed with the SEC, as none of its respective filing date, no the Company SEC Document Documents, including all Company SEC Documents filed under after the Exchange Act date hereof, contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed under pursuant to the Securities Act contained an Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading at misleading. As of the time such Company SEC Documents became effective under the Securities Act. The Company’s financial statementsdate hereof, including the notes thereto, included in the Company SEC Documents (the “Financial Statements”) comply as to form in all there are no material respects with applicable accounting requirements and with the published rules and regulations of outstanding or unresolved comments received from the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”) and present fairly the Company’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods specified (subject, in the case of unaudited statements, to normal audit adjustments). Since the date any of the most recent Company SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECDocuments.

Reports and Financial Statements. (a) The Company has furnished delivered or made available upon request to the Purchaser true Purchasers prior to the execution of this Agreement a copy of the Company's Annual Report on Form 10-K for the year ended July 31, 2001, as amended on Form 10-K/A filed on April 4, 2002, the Company's Quarterly Reports on Form 10-Q that have been filed for all quarters ended since July 31, 2001, as amended on Form 10-Q/A filed on April 5, 2002, the definitive proxy statement for the Company's 2001 annual meeting of stockholders and complete copies all Current Reports on Form 8-K filed since July 31, 2001, as such documents have since the time of their filing been amended or supplemented (together with all reports or registration statements it has reports, documents and information hereafter filed with the Securities SEC, including all information incorporated therein by reference, collectively, the "SEC Reports"). The SEC Reports (a) complied and Exchange Commission (will comply as to form in all material respects with the “SEC”) under requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), for all periods subsequent to November 1, 2002, all in the form so filed and (collectively the “Company SEC Documents”). As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and, as of its respective filing date, no Company SEC Document filed under the Exchange Act contained b) did not contain and will not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s audited consolidated financial statementsstatements and unaudited interim consolidated financial statements (including, including in each case, the notes notes, if any, thereto, ) included in the Company SEC Documents (the “Financial Statements”) Reports complied and will comply as to form in all material respects with applicable accounting requirements and with the published SEC's rules and regulations of the SEC with respect thereto), have been were prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved (“GAAP”except as may be indicated therein or in the notes thereto) and fairly present fairly the Company’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods specified (subject, in the case of the unaudited interim financial statements, to normal normal, recurring year-end audit adjustments). Since adjustments not material and to the date absence of footnotes) the financial position and stockholders' equity of the most recent Company SEC Document, as of the Company has not effected any change in any method of accounting or accounting practice, except respective dates thereof and the consolidated cash flows for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECrespective periods then ended.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has timely filed or furnished all forms, documents and reports required to be filed or made available to the Purchaser true and complete copies of all reports or registration statements furnished by it has filed with the Securities and Exchange Commission SEC (the “SEC”) including under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (all such documents and reports filed or furnished by the Company or any of its Subsidiaries, for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “Company SEC Documents”)) since April 1, 2014. As of their respective filing datesdates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents filed since April 1, 2014 complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and, as of its respective filing date, no Company SEC Document filed under the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents filed since April 1, 2014 contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. None of the Company’s Subsidiaries is, except or at any time since April 1, 2014 has been, required to the extent corrected by a subsequently filed document file any forms, reports or other documents with the SEC prior to SEC. Since April 1, 2014, no executive officer of the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary has failed in any respect to make the statements therein not misleading at certifications required of him or her under Section 302 or 906 of the time such Company SEC Documents became effective under the Securities Xxxxxxxx-Xxxxx Act. The Company’s financial statementsAs of the date of this Agreement, including (i) there are no outstanding or unresolved comments in any comment letters of the notes thereto, included in staff of the SEC received by the Company relating to the Company SEC Documents and (the “Financial Statements”ii) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations none of the Company SEC with respect theretoDocuments is, have been prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”) and present fairly to the knowledge of the Company’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods specified (subject, in the case of unaudited statements, to normal audit adjustments). Since the date of the most recent Company SEC Document, the Company has not effected any change in any method subject of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the ongoing SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECreview.

Reports and Financial Statements. The Company has furnished or made available to the Purchaser true and complete copies of all reports or registration statements it Target has filed all forms, reports, schedules, registration statements, proxy statements and other documents (including any document required to be filed as an exhibit thereto) required to be filed by the Target with the Securities and Exchange Commission (the “SEC”) under on a timely basis, and has made available to the Securities Act Company such forms, reports and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for all periods subsequent to November 1, 2002, all documents in the form so filed with the SEC. All such required forms, reports, schedules, registration statements, proxy statements and other documents (collectively including those that the Target may file subsequent to the date hereof) are referred to herein as the “Company SEC Documents”). Reports.” As of their respective filing dates, the Company SEC Documents complied Reports (including, without limitation, any financial statements or schedules included or incorporated by reference therein) (i) were prepared in all material respects accordance with the requirements of the Securities Act or the Exchange Act, as applicablethe case may be, andand the rules and regulations of the SEC thereunder applicable to such SEC Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, as then on the date of its respective filing date, no Company SEC Document filed under the Exchange Act contained such filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. Except as disclosed in the Target Disclosure Letter, except to the extent corrected by a subsequently filed document with the SEC Reports filed by the Target and publicly available prior to the Closing Date. No Company SEC Document filed under date of this Agreement, as of the Securities Act contained an untrue statement of material fact or omitted date hereof, there has not been any Material Adverse Effect with respect to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective Target that would require disclosure under the Securities Act. The Company’s financial statements, including the notes thereto, included in the Company SEC Documents (the “Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”) and present fairly the Company’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods specified (subject, in the case of unaudited statements, to normal audit adjustments). Since the date of the most recent Company SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SEC.

Reports and Financial Statements. The Company has (a) Amcor and the Amcor Subsidiaries have filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents required to be filed or furnished by it with or made available to ASIC since the Applicable Date (the forms, certifications, statements, reports and documents filed with or furnished ASIC since the Applicable Date and those filed with or furnished to ASIC subsequent to the Purchaser true date of this Agreement, together with any exhibits and complete copies schedules thereto and any information incorporated by reference therein, in each case as amended since the date of all reports or registration statements it has filed with their filing and prior to the Securities and Exchange Commission (date hereof, collectively, the “SEC”) under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “Company SEC Amcor ASIC Documents”). As Each of their respective the Amcor ASIC Documents, at the time of its filing datesor being furnished complied or, if not yet filed or furnished, will at the Company SEC Documents complied time of being filed or furnished comply, in each case, in all material respects with the applicable requirements of the Securities Australian Act or and the Exchange Actapplicable requirements of ASIC and ASX. As of their respective dates (or, as applicable, andif amended prior to the date of this Agreement, as of its respective filing datethe date of such amendment), no Company SEC Document the Amcor ASIC Documents did not, and each Amcor ASIC Documents filed under with or furnished to ASIC subsequent to the Exchange Act contained date of this Agreement will not, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s financial statements, including the notes thereto, included in the Company SEC Documents (the “Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations None of the SEC with respect theretoAmcor ASIC Documents is the subject of ongoing ASIC review, have been prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”) and present fairly inquiry, investigation or challenge or the Company’s consolidated financial position at the dates thereof and subject of its operations and cash flows for the periods specified (subject, in the case of unaudited statements, to normal audit adjustments). Since the date of the most recent Company SEC Document, the Company has not effected any change in any method of accounting outstanding or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECunresolved comments.

Reports and Financial Statements. The Company has furnished or filings required to be made available to by KCPL and the Purchaser true and complete copies of all reports or registration statements it has filed with the Securities and Exchange Commission (the “SEC”) KCPL Subsidiaries since January 1, 1992 under the Securities Act and of 1933, as amended (the "Securities Act"); the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"); the 1935 Act; the Federal Power Act (the "Power Act"); the Atomic Energy Act of 1954, as amended (the "Atomic Energy Act") and applicable state public utility laws and regulations have been filed with the Securities and Exchange Commission (the "SEC"), for the Federal Energy Regulatory Commission (the "FERC"), the Nuclear Regulatory Commission ("NRC") or the appropriate state public utilities commission, as the case may be, including all periods subsequent to November 1forms, 2002statements, reports, agreements (oral or written) and all in the form so filed (collectively the “Company SEC Documents”). As documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective filing dates, the Company SEC Documents complied in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder, except for such filings the failure of which to have been made or to so comply would not result in a KCPL Material Adverse Effect. "KCPL SEC Reports" shall mean each report, schedule, registration statement and definitive proxy statement filed with the SEC by KCPL pursuant to the requirements of the Securities Act or the Exchange Act, as applicable, and, as of its respective filing date, no Company SEC Document filed under the Exchange Act contained since January 1, 1992 (as such documents have since the time of their filing been amended). As of their respective dates, the KCPL SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s audited consolidated financial statements, including the notes thereto, statements and unaudited interim financial statements of KCPL included in the Company KCPL SEC Documents Reports (collectively, the “"KCPL Financial Statements”") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis (“"GAAP”") (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present fairly the Company’s consolidated financial position at of KCPL as of the dates thereof and the results of its operations and cash flows for the periods specified (then ended, subject, in the case of the unaudited interim financial statements, to normal normal, recurring audit adjustments). Since True, accurate and complete copies of the Restated Articles of Consolidation and by-laws of KCPL, as in effect on the date of hereof, are included (or incorporated by reference) in the most recent Company KCPL SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECReports.

Reports and Financial Statements. The Company has furnished or previously made available to Parent (including through the Purchaser SEC's XXXXX system) true and complete copies of all reports or registration statements it has of: (a) the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission SEC for the year ended December 31, 1999; (b) the “SEC”Company's Quarterly Report on Form 10-Q filed with the SEC for the quarter ended June 30, 2000; (c) under the Securities Act and definitive proxy statement filed by the Securities Exchange Act of 1934, as amended (Company with the “Exchange Act”), for all periods subsequent to November SEC on or about May 1, 20022000; (d) the final prospectus filed by the Company with the SEC with respect to its initial public offering; and (e) all Current Reports on Form 8-K filed by the Company with the SEC since December 31, all in the form so filed (collectively the “Company SEC Documents”)1999. As of their respective dates (or if amended or superseded by a filing datesprior to the date of this Agreement, then on the date of such filing), such reports, proxy statements and prospectuses (individually a "Company SEC Report" and collectively, the "Company SEC Documents Reports") (i) complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as applicable, and, as of its respective filing date, no Company SEC Document filed under the Exchange Act contained and the rules and regulations promulgated thereunder and (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s audited consolidated financial statements, including the notes thereto, statements and unaudited consolidated interim financial statements included in the Company SEC Documents Reports (the “Financial Statements”including any related notes and schedules) comply complied as to form form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved (“except as otherwise disclosed in the notes thereto, and except that unaudited statements do not contain footnotes in substance or form required by GAAP”, as is permitted by Form 10-Q of the Exchange Act) and present fairly presented the Company’s consolidated financial position at of the Company and its consolidated Subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods specified or as of the dates then ended (subject, in the case of unaudited statementswhere appropriate, to normal audit year-end adjustments). Since the date of the most recent Company SEC Document, effectiveness of the Company has not effected any change in any method of accounting or accounting practice, except final prospectus for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003Company's initial public offering, the Company has timely filed all material reports, registration statements reports and other filings required to be filed by it with the SEC under the rules and regulations of the SEC.

Reports and Financial Statements. The Company (a) Except as set forth on Schedule 3.5(a) of the SkyTerra Disclosure Schedule, SkyTerra has furnished or made available to the Purchaser true and complete copies of timely filed all reports or registration statements it has required to be filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act and SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or the Securities Act since January 1, 2004 (collectively, the “SkyTerra SEC Reports”), for and has previously made available to Motient true and complete copies of all periods subsequent to November 1such SkyTerra SEC Reports. Such SkyTerra SEC Reports, 2002, all in the form so filed (collectively the “Company SEC Documents”). As as of their respective dates (or if amended or superseded by a filing datesprior to the date of this Agreement, then on the Company SEC Documents date of such filing), complied in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as applicablethe case may be, andand none of such SkyTerra SEC Reports, as of its their respective dates (or if amended or superseded by a filing dateprior to the date of this Agreement, no Company SEC Document filed under then on the Exchange Act date of such filing), 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 statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s consolidated financial statements, including the notes thereto, statements of SkyTerra included in the Company SkyTerra SEC Documents (the “Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, Reports have been prepared in accordance with generally accepted accounting principles GAAP consistently applied throughout the periods indicated (“GAAP”except as otherwise noted therein or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present fairly the Company’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods specified (subject, in the case of unaudited statements, to normal audit adjustmentsnormal, recurring year-end adjustments and any other adjustments described therein). Since the date of the most recent Company SEC Document, in all material respects, the Company consolidated financial position of SkyTerra and its consolidated Subsidiaries as at the dates thereof and the consolidated results of operations and cash flows of SkyTerra and its consolidated subsidiaries for the periods then ended. Except as disclosed in SkyTerra SEC Reports there has not effected any been no change in any method of the significant accounting (including Tax accounting) policies or accounting practiceprocedures of SkyTerra since December 31, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SEC2005.

Reports and Financial Statements. The Company has furnished or made available (i) Each of Time Warner and TWE have filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents required to the Purchaser true and complete copies be filed by each of all reports or registration statements it has filed them with the Securities and Exchange Commission SEC since December 31, 1996 (collectively, including all exhibits thereto, the “"Time Warner SEC Reports"). Except as set forth in Section 4.2(d)(i) of the Time Warner Disclosure Schedule, no Subsidiary of Time Warner is required to file any form, report, registration statement, prospectus or other document with the SEC”) under . None of the Securities Act and the Securities Exchange Act of 1934Time Warner SEC Reports, as amended (the “Exchange Act”), for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “Company SEC Documents”). As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, dates (and, as if amended or superseded by a filing prior to the date of its respective filing datethis Agreement, no Company SEC Document filed under then on the Exchange Act date of such filing), contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. Each of the financial statements (including the related notes) included in the Time Warner SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Time Warner or TWE, as the case may be, and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP consistently applied during the periods involved except to as otherwise noted therein, and subject, in the extent corrected by a subsequently filed document with case of the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s unaudited interim financial statements, including to the absence of notes theretoand normal year-end adjustments that have not been and are not expected to be material in amount. All of such Time Warner SEC Reports, included in as of their respective dates (and as of the Company date of any amendment to the respective Time Warner SEC Documents (the “Financial Statements”) comply Report), complied as to form in all material respects with the applicable accounting requirements of the Securities Act and with the published Exchange Act and the rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”) and present fairly the Company’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods specified (subject, in the case of unaudited statements, to normal audit adjustments). Since the date of the most recent Company SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECpromulgated thereunder.

Reports and Financial Statements. The Company has previously furnished or made available to the Purchaser Acquisition with true and complete copies of (i) its Registration Statement on Form 10-SB, as filed with the Commission, (ii) its Quarterly Report on Form 10-QSB for the quarter ended June 30, 1997, as filed with the Commission and (iii) all other reports or registration statements it has filed by the Company with the Securities and Exchange Commission that the Company was required to file with the Commission (the “SEC”documents listed in clauses (i) under through (iii) being referred to herein collectively as the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “"Company SEC Documents”Reports"). As of their respective filing dates, the Company SEC Documents Reports complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicablethe case may be, and, as and the rules and regulations of its respective filing date, no the Commission thereunder applicable to such Company SEC Document filed under Reports. As of their respective dates, the Exchange Act contained Company SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s audited consolidated financial statements, including statements and unaudited interim financial statements of the notes thereto, Company included in the Company SEC Documents (the “Financial Statements”) Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, and the financial statements included in the Company SEC Reports have been prepared in accordance with generally accepted accounting principles consistently ("GAAP") applied on a consistent basis (“GAAP”except as may be indicated therein or in the notes thereto) and fairly present fairly in all material respects the Company’s consolidated financial position of the Company at the dates thereof and the results of its operations and cash flows changes in financial position for the periods specified (then ended, subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments). Since the date of the most recent Company SEC Document, the Company has not effected adjustments and any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECadjustments described therein.

Reports and Financial Statements. The Company has furnished or made available filed all forms, reports, registration statements, and documents required to the Purchaser true and complete copies of all reports or registration statements be filed by it has filed with the Securities and Exchange Commission ("SEC") since January 1, 1995 (such forms, reports, registration statements, and documents, together with any amendments thereto, are referred to as the “SEC”"Company SEC Filings"). As of their respective dates, the Company SEC Filings (i) under complied as to form in all material respects with the applicable requirements of the Securities Act of 1933 and the rules and regulations thereunder (the "1933 Act") and the Securities Exchange Act of 19341934 and the rules and regulations thereunder (the "1934 Act"), as amended the case may be, and (the “Exchange Act”), for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “Company SEC Documents”). As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and, as of its respective filing date, no Company SEC Document filed under the Exchange Act contained ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s audited financial statements, including the notes thereto, statements and unaudited interim financial statements included or incorporated by reference in the Company SEC Documents Filings, including but not limited to the Company's audited financial statements at and for the year ended December 31, 1997 (the “Financial Statements”"Company 1997 Financials"), (i) comply were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as to form may be indicated therein or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), (ii) complied as of their respective dates in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared and (iii) fairly present in accordance with generally accepted accounting principles consistently applied (“GAAP”) and present fairly all material respects the Company’s consolidated financial position at of the Company as of the dates thereof and of its operations the income, cash flows, and cash flows changes in shareholders' equity for the periods specified involved (subject, in the case of unaudited statements, to normal audit adjustmentsand recurring year-end adjustments which were not and are not expected, individually or in the aggregate, to have a Company Material Adverse Effect). Since The statements of earnings included in the date of audited or unaudited interim financial statements in the most recent Company SEC Document, Filings do not contain any items of special or nonrecurring income or any other income not earned in the Company has not effected any change ordinary course of business required to be disclosed separately in any method of accounting or accounting practiceaccordance with GAAP, except for any such change required because as expressly specified in the applicable statement of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECoperations or notes thereto.

Reports and Financial Statements. The Company previously -------------------------------- has furnished delivered or made available to Purchaser a copy of each of the Purchaser true and complete copies of all reports or registration statements it has continuous disclosure documents filed by the Company with the Securities and Exchange Commission SEC since August 1, 1999 (the “SEC”) under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “"Company SEC Documents”Reports"). As of their respective filing datesExcept insofar as the transactions contemplated hereby are not reflected therein, (a) the Company SEC Documents complied Reports comply in all material respects with the requirements applicable US securities laws and rules and regulations thereunder, and (b) the financial statements contained therein (i) were prepared in accordance with GAAP, (ii) are true and complete and fairly present the Company's consolidated financial condition and the consolidated results of its operations as of their respective dates and for the periods then ended, and (iii) contain and reflect all necessary adjustments and accruals for a fair presentation of the Securities Act Company's consolidated financial condition as of their respective dates. No representation or warranty made by the Exchange ActCompany herein, as applicableor in any document delivered pursuant hereto, andcontains any misstatement of any material fact or omits to state anything necessary to make any material statement herein or therein not misleading. The Company SEC Reports, as of its the respective filing datedates thereof, no Company SEC Document filed under the Exchange Act contained do not contain any untrue statement misstatement of a material fact or omitted omit to state a material fact required to be stated therein or anything necessary to make any material statement therein not misleading. Each of the audited consolidated financial statements made thereinand unaudited interim financial statements (including, in each case, the light of the circumstances in which they were madenotes, not misleadingif any, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s financial statements, including the notes thereto, ) included in the Company SEC Documents Reports (collectively, the “"Company Financial Statements”") comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles consistently applied on a consistent basis during the periods involved (“GAAP”except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present fairly (subject, in the Company’s case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to the Company and its subsidiaries, taken as a whole)) the consolidated financial position at of the Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods specified (subject, in the case then ended. There are no liabilities as of unaudited statements, to normal audit adjustments). Since the date of the most recent Company SEC Document, this Agreement of the Company has not effected or any change in of its subsidiaries of any method of accounting or accounting practice, except for any such change kind whatsoever that are required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report to be disclosed on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reportsFinancial Statements, registration statements whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances known to the Company or any of its subsidiaries which could reasonably be expected to result in such a liability, other filings required by the SEC.than:

Reports and Financial Statements. Shikaze Ralston and KPMG Peat Marwick LLP, which have rendered reports with respect to the financial statements included in the 1997 Form 10-KSB, are "independent public accountants" within the meaning of the Securities Act and the regulations promulgated thereunder. The Company has furnished or made available to the Purchaser Investor with true and complete copies of all reports or registration statements it has filed with the Securities Company's Quarterly Report on Form 10-QSB for the quarter ended April 30, 1997, the Company's Registration Statement on Form SB-2 (Registration No. 333-23137) as amended by Amendment Nos. 1 and Exchange Commission (2 thereto, the “SEC”) under the Securities Act 1997 Form 10-KSB, and the Securities Exchange Act of 1934Company's definitive Management Information Circular and Proxy Statement dated October 29, as amended 1997 (collectively, the “Exchange Act”), for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “"Company SEC Documents”Reports"). As of their respective filing dates, the Company SEC Documents Reports were duly filed and complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as applicable, and, as and the rules and regulations of its respective filing date, no the Securities and Exchange Commission (the "Commission") thereunder applicable to such Company SEC Document filed under Reports. As of their respective dates, the Exchange Act contained Company SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s audited consolidated financial statements, including statements and unaudited interim financial statements of the notes thereto, Company included in the Company SEC Documents (the “Financial Statements”) Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act or the Exchange Act, as applicable, and with the published rules and regulations of the SEC Commission with respect thereto, . The financial statements included in the Company SEC Reports (i) have been prepared in accordance with United States generally accepted accounting principles consistently ("GAAP") applied on a consistent basis (“GAAP”except as may be indicated therein or in the notes thereto), (ii) and present fairly fairly, in all material respects, the Company’s consolidated financial position of the Company and its Subsidiaries as at the dates thereof and the results of its their operations and cash flows for the periods specified (then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments). Since adjustments and any other adjustments described therein and the date fact that certain information and notes have been condensed or omitted in accordance with the Securities Act or the Exchange Act and the rules promulgated thereunder, and (iii) are, in all material respects, in accordance with the books of account and records of the most recent Company SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECas indicated therein.

Reports and Financial Statements. The Company has furnished or made available to the Purchaser true and complete copies of all reports or registration statements it (a) Since December 18, 1996, Seller has filed all forms, reports and documents with the Securities and Exchange Commission (the “SEC”"Commission") under required to be filed by it pursuant to the Securities Act federal securities laws and the Securities Exchange Act of 1934Commission rules and regulations thereunder, as amended (and all forms, reports and documents filed with the “Exchange Act”), for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “Company SEC Documents”). As of their respective filing dates, the Company SEC Documents Commission by Seller have complied in all material respects with the all applicable requirements of the Securities Act federal securities laws and the Commission rules and regulations promulgated thereunder. Seller has, prior to the date of this Agreement, made available for review to Buyer true and complete copies of all forms, reports, registration statements and other filings filed by Seller with the Commission since December 18, 1996 (such forms, reports, registration statements and other filings, together with any exhibits, any amendments thereto and information incorporated by reference therein, are sometimes collectively referred to as the "Commission Filings"). Except to the extent amended or superseded by a subsequent filing with the Exchange Act, as applicable, andCommission made prior to the date hereof, as of its their respective filing datedates, no Company SEC Document filed under the Exchange Act contained Commission Filings did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. The audited consolidated balance sheets (and related audited consolidated statements of operations, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue audited consolidated statement of material fact or omitted to state a material fact required to be stated therein or necessary to make shareholders' equity and audited consolidated statement of cash flows) for each of the statements therein not misleading at years in the time two-year period ended December 31, 1998 and the unaudited consolidated balance sheet (and related consolidated statement of operations, consolidated statement of shareholders' equity and consolidated statement of cash flows) as of September 30, 1999 (such Company SEC Documents became effective under the Securities Act. The Company’s financial statements, including collectively, the notes thereto"Financial Statements"), included in the Company SEC Documents (the “Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretoCommission Filings, have been were prepared in accordance with generally accepted accounting principles consistently ("GAAP") (as in effect from time to time) applied on a consistent basis in all material respects, (“GAAP”except as may be indicated therein or in the notes or schedules thereto) and present fairly present, in all material respects, the Company’s consolidated financial position at of Echelon and its consolidated subsidiaries as of the dates thereof and the results of its their operations and changes in cash flows for the periods specified then ended (subject, in the case of unaudited statements, to the absence of notes and normal audit year-end adjustments). Since the date of the most recent Company SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SEC.

Reports and Financial Statements. The Company Corel has furnished or made available to Inprise prior to the Purchaser execution of this Agreement a true and complete copies copy of each form, report, schedule, registration statement, definitive proxy statement and other document (together with all reports amendments thereof and supplements thereto) filed by Corel or registration statements it has filed any of its Subsidiaries with Canadian securities regulatory authorities and the SEC, the TSE and Nasdaq since January 1, 1997 (as such documents have since the time of their filing been amended or supplemented, the "Corel Reports"), which are all the documents (other than preliminary material) that Corel and its Subsidiaries were required to file with the Securities and Exchange Commission (the “SEC”) under the Securities Act , Canadian securities regulatory authorities and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “Company SEC Documents”)TSE since such date. As of their respective filing dates, the Company SEC Documents Corel Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange ActAct or Canadian securities laws and the TSE, as applicable, and, as of its respective filing date, no Company SEC Document filed under the Exchange Act contained and (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s audited consolidated financial statementsstatements and unaudited interim consolidated financial statements (including, including in each case, the notes notes, if any, thereto, ) included in the Company SEC Documents Corel Reports (the “"Corel Financial Statements”") comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Canadian securities regulatory authorities with respect thereto, have been were prepared in accordance with generally accepted accounting principles consistently in Canada ("Canadian GAAP") applied on a consistent basis during the periods involved (“GAAP”except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Canadian securities laws) and fairly present fairly the Company’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods specified (subject, in the case of the unaudited interim financial statements, to normal normal, recurring year-end audit adjustmentsadjustments and to the absence of complete notes (which are not expected to be, individually or in the aggregate, materially adverse to Corel and its Subsidiaries taken as a whole)) the consolidated financial position of Corel and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. Since the date Except as set forth in Section 4.05 of the most recent Company SEC DocumentCorel Disclosure Letter, each Subsidiary of Corel is treated as a consolidated subsidiary of Corel in the Company has not effected any change in any method of accounting or accounting practice, except Corel Financial Statements for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECperiods covered thereby.

Reports and Financial Statements. The Company Since January 1, 2003, Buyer has furnished or made available to the Purchaser true and complete copies of filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with (i) the SEC, including, but not limited to, Form 10-K, Forms 10-Q and proxy statements, and (ii) other regulatory authorities and (iii) applicable state securities or registration statements it has filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “Company SEC Documents”)banking authorities. As of their respective filing dates, each of such reports and documents, including the Company SEC Documents Buyer financial statements included therein, exhibits, and schedules thereto, complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and, as applicable laws. As of its respective filing date, no Company SEC Document filed under the Exchange Act contained each such report and document did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, therein in the light of the circumstances in under which they were made, not misleading. Since January 1, 2003, except for normal examinations conducted by the regulatory authorities in the regular course of the business of the Buyer and its subsidiaries, no regulatory authority has instituted any proceeding or, to the extent corrected by a subsequently filed document knowledge of Buyer, investigations into the business or operations of Buyer or its subsidiaries. Buyer financial statements included in such reports (excluding call reports), as of the dates thereof and for the periods covered thereby: (i) are or if dated after the date of this Agreement, will be, in accordance with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s financial statements, including the notes thereto, included in the Company SEC Documents (the “Financial Statements”) comply as to form in all material respects with applicable accounting requirements books and with the published rules and regulations records of the SEC with respect theretoBuyer, which are or will be, as the case may be, complete and correct and which have been prepared or will have been, as the case may be, maintained in accordance with good business practices, and (ii) present, or will present, fairly the consolidated financial position of the Buyer as of the dates indicated and the consolidated results of operation, changes in stockholders equity and cash flows of Buyer, on a consolidated basis, for the periods indicated in accordance with generally accepted accounting principles consistently applied (“GAAP”) and present fairly subject to exceptions as to consistency specified therein or as may be indicated in the Company’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods specified (subjectnotes thereto, or in the case of unaudited interim financial statements, to normal audit adjustmentsyear-end adjustments that are not material). Since the date of the most recent Company SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SEC.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has timely filed or furnished all forms, documents and reports required to be filed or made available to the Purchaser true and complete copies of all reports or registration statements furnished by it has filed with the Securities and Exchange Commission SEC (the “SEC”) including under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (all such documents and reports filed or furnished by the Company or any of its Subsidiaries, for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “Company SEC Documents”)) since July 1, 2013. As of their respective filing datesdates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents filed since July 1, 2013 complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and, as of its respective filing date, no Company SEC Document filed under the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents filed since July 1, 2013 contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. None of the Company’s Subsidiaries is, except or at any time since July 1, 2013 has been, required to the extent corrected by a subsequently filed document file any forms, reports or other documents with the SEC prior to SEC. Since July 1, 2013, no executive officer of the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary has failed in any respect to make the statements therein not misleading at certifications required of him or her under Section 302 or 906 of the time such Company SEC Documents became effective under the Securities Xxxxxxxx-Xxxxx Act. The Company’s financial statementsAs of the date of this Agreement, including (i) there are no outstanding or unresolved comments in any comment letters of the notes thereto, included in staff of the SEC received by the Company relating to the Company SEC Documents and (the “Financial Statements”ii) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations none of the Company SEC with respect theretoDocuments is, have been prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”) and present fairly to the knowledge of the Company’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods specified (subject, in the case of unaudited statements, to normal audit adjustments). Since the date of the most recent Company SEC Document, the Company has not effected any change in any method subject of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the ongoing SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECreview.

Reports and Financial Statements. The Company LCCI has furnished or made available to the Purchaser true and complete copies of timely filed all reports or registration statements it has required to be filed with the United States Securities and Exchange Commission (the “SEC”) under the Securities Act and pursuant to the Securities Exchange Act of 1934, as amended (including the rules and regulations thereunder, the “Exchange Act”), for all periods subsequent to November 1or the Securities Act of 1933, 2002as amended (including the rules and regulations thereunder, all in the form so filed (collectively the “Company Securities Act”), since December 31, 2001 (collectively, the “LCCI SEC DocumentsReports”). As The LCCI SEC Reports, as of their respective filing dates, or, in case of any LCCI SEC Reports that have been amended, as of the Company SEC Documents date of any such amendment, complied in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as applicablethe case may be, andand none of the LCCI SEC Reports, as of its their respective filing datedates, no Company or, in case of any LCCI SEC Document filed under Reports that have been amended, as of the Exchange Act date of any such amendment, 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 statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s consolidated financial statements, including the notes thereto, statements of LCCI included in the Company LCCI SEC Documents (the “Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, Reports have been prepared in accordance with United States generally accepted accounting principles consistently applied throughout the periods indicated (“GAAP”except as otherwise noted therein or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present fairly the Company’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods specified (subject, in the case of unaudited statements, to normal audit adjustments)recurring year-end adjustments and any other adjustments described therein) the consolidated financial position of LCCI and its consolidated subsidiaries as at the dates thereof and the consolidated results of operations and cash flows of LCCI and its consolidated subsidiaries for the periods then ended. Since Except as disclosed in the date of the most recent Company LCCI SEC DocumentReports, the Company since December 31, 2005 there has not effected any been no change in any method of the significant accounting (including tax accounting) policies or accounting practice, except for procedures of LCCI or any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECits consolidated subsidiaries.

Reports and Financial Statements. The (a) Except as set forth in Schedule 2.6(a), the Company has furnished or made available to the Purchaser true filed all required forms, reports and complete copies of all reports or registration statements it has filed documents with the Securities and Exchange Commission (the “"SEC”") under required to be filed by it pursuant to the federal securities laws and the rules and regulations promulgated thereunder (collectively, the "SEC Documents"), all of which have complied as of their respective filing dates in all material respects with all applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “Company SEC Documents”). As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicableand the rules and regulations promulgated thereunder. None of such forms, and, as of its respective filing date, no Company SEC Document reports or documents at the time filed under the Exchange Act 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 made therein, in the light of the circumstances in under which they were made, not misleading, except provided, that, if any such form, report or document has been amended by a later-filed SEC Document filed and publicly available prior to the date hereof, then the representation contained in this sentence shall not apply to such form, report or document, but shall apply to such later-filed SEC Document at the time filed. Except to the extent corrected that information contained in any SEC Document has been revised or superseded by a subsequently later-filed document with SEC Document, none of the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an Documents contains any untrue statement of a material fact or omitted omits to state a any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading at the time such Company SEC Documents became effective under the Securities Actmisleading. The Company’s financial statements, including statements of the notes thereto, Company included in the Company SEC Documents (the “Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (“GAAP”except as may be indicated in the notes thereto) and fairly present fairly the Company’s consolidated financial position at of the Company and its Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods specified then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Since , provided, that, if any such financial statements have been restated in a later-filed SEC Document filed and publicly available prior to the date of hereof, then the most recent Company representation contained in this sentence shall not apply to such financial statements, but shall apply to such restated financial statements in such later-filed SEC Document, Document at the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAPtime filed. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) All SEC Documents filed with the SEC for which an 8-K has not been so filed. Since November 1, 2003, by the Company has timely filed all material reportson or after December 31, registration statements and other filings required by the SEC1998 are listed on Schedule 2.6(a).

Reports and Financial Statements. The Company has furnished or made available filed all forms, reports, registration statements, and documents required to the Purchaser true and complete copies of all reports or registration statements be filed by it has filed with the Securities and Exchange Commission ("SEC") since January 1, 1995 (such forms, reports, registration statements, and documents, together with any amendments thereto, are referred to as the “SEC”"Company SEC Filings"). As of their respective dates, the Company SEC Filings (i) under complied as to form in all material respects with the applicable requirements of the Securities Act of 1933 and the rules and regulations thereunder (the "1933 Act") and the Securities Exchange Act of 19341934 and the rules and regulations thereunder (the "1934 Act"), as amended the case may be, and (the “Exchange Act”), for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “Company SEC Documents”). As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and, as of its respective filing date, no Company SEC Document filed under the Exchange Act contained ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s audited financial statements, including the notes thereto, statements and unaudited interim financial statements included or incorporated by reference in the Company SEC Documents Filings, including but not limited to the Company's audited financial statements at and for the year ended December 31, 1997 (the “Financial Statements”"Company 1997 Financials"), (i) comply were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), subject, in the case of unaudited interim financial statements, to form the absence of notes and to year-end adjustments, (ii) complied as of their respective dates in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied and (“GAAP”iii) and present fairly presented the Company’s consolidated financial position at of the Company as of the dates thereof and of its operations the income, cash flows, and cash flows changes in shareholders' equity for the periods specified (subject, involved. The statements of earnings included in the case audited or unaudited interim financial statements in the Company SEC Filings do not contain any items of unaudited statementsspecial or nonrecurring income or any other income not earned in the ordinary course of business, except as expressly specified in the applicable statement of operations or notes thereto. Prior to normal audit adjustments). Since the date of the most recent Company SEC Documenthereof, the Company has not effected any change in any method delivered to Parent complete and accurate copies of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event all Company SEC Filings since November January 1, 2004, 1995. The Company has occurred that requires also delivered to Parent complete and accurate copies of all statements on Schedule 13D and Schedule 13G known to the filing of a Current Report on Form 8-K (an “8-K”) Company to have been filed with the SEC for which an 8-K has not been so filedsince January 1, 1997, with respect to capital stock of the Company. Since November January 1, 20031997, the Company has filed in a timely manner all reports required to be filed all material reportsby it pursuant to Sections 13, registration statements and other filings required by 14, or 15(d) of the SEC0000 Xxx.

Reports and Financial Statements. The Company has furnished or made available to the Purchaser true and complete copies of all reports or registration statements it (i) Anthem has filed or furnished all registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed or furnished by it with the Securities SEC since January 1, 2013 (collectively, as they have been amended since the time of their filing and Exchange Commission (including all exhibits thereto and all other information incorporated therein, the “SEC”) under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “Company Anthem SEC DocumentsReports”). As No material Subsidiary of Anthem is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Anthem SEC Reports, as of their respective dates (and, if amended or superseded by a filing dates, prior to the Company SEC Documents complied in all material respects with the requirements date of the Securities Act this Agreement or the Exchange ActClosing Date, as applicablethen on the date of such filing), and, as of its respective filing date, no Company SEC Document filed under the Exchange Act 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 statements made therein, in the light of the circumstances in under which they were made, not misleading. Each of the financial statements (including the related notes) included in the Anthem SEC Reports (A) presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Anthem and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved except to as otherwise noted therein, and subject, in the extent corrected by a subsequently filed document with case of the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Anthem’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Anthem SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the notes theretodate of any amendment to the respective Anthem SEC Report), included in the Company SEC Documents (the “Financial Statements”) comply complied as to form in all material respects with applicable accounting the requirements and with the published rules and regulations of the SEC with respect theretoSecurities Act, have been prepared in accordance with generally accepted accounting principles consistently applied the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “GAAPXxxxxxxx-Xxxxx Act”) and present fairly the Company’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods specified (subject), in as the case of unaudited statementsmay be, applicable to normal audit adjustments). Since the date of the most recent Company such Anthem SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECReport.

Reports and Financial Statements. The Except as set forth in Schedule 4.06, the Company has furnished or made available to the Purchaser true and complete copies of timely filed all reports or registration statements it has required to be filed with the Securities and Exchange Commission (the “"SEC”") under pursuant to the Exchange Act or the Securities Act since January 1, 1995 (collectively, the "Company SEC Reports"), and the Securities Exchange Act has previously made available to Parent true and complete copies of 1934all such Company SEC Reports. Such Company SEC Reports, as amended (the “Exchange Act”), for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “Company SEC Documents”). As of their respective filing dates, dates except to the extent that such Company SEC Documents Reports were subsequently amended or restated, complied in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as applicablethe case may be, and, as and none of its respective filing date, no such Company SEC Document filed under the Exchange Act Reports 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 statements made therein, in the light of the circumstances in under which they were made, not misleading, except . Except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time that such Company SEC Documents became effective under Reports were subsequently amended or restated, the Securities Act. The Company’s financial statements, including statements of the notes thereto, Company included in the Company SEC Documents (the “Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, Reports have been prepared in accordance with United States generally accepted accounting principles ("GAAP") consistently applied throughout the periods indicated (“GAAP”except as otherwise noted therein or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present fairly the Company’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods specified (subject, in the case of unaudited statements, statements to normal audit adjustments)recurring year-end adjustments and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as at the dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries for the periods then ended. Since the date of the most recent Company SEC DocumentDecember 31, the Company 1996, there has not effected any been no change in any method of the significant accounting (including tax accounting) policies, practices or accounting practice, except for any such change required because procedures of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECor any of its consolidated Subsidiaries.

Reports and Financial Statements. The Since January 1, 2005, the filings required to be made by the Company has furnished or made available to the Purchaser true and complete copies of all reports or registration statements it has filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “Company SEC Documents”). As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of Subsidiaries under the Securities Act or the Exchange Act have been timely filed with the SEC, including within any additional period provided pursuant to Rule 12b-25 under the Exchange Act. Each report, schedule, form, registration statement, definitive proxy statement and other document filed by the Company with the SEC since January 1, 2005 (as applicablesuch documents have since the time of their filing been amended, andthe “Company SEC Reports”), as of its respective filing date, no Company SEC Document filed under the Exchange Act contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleadingmisleading and complied in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. The audited consolidated financial statements and unaudited interim financial statements of the Company included in the Company SEC Reports (collectively, except the “Company Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the extent corrected by a subsequently filed document with published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis (“GAAP”) (except as may be indicated therein or in the notes thereto and except with respect to interim financial statements as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of the Company and the Company Subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods then ended in conformity with GAAP, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. Except as disclosed in the Company SEC Reports filed prior to the date hereof, since January 1, 2005, the Company has at all times been in material compliance with the rules and regulations of the NYSE. At no time has the Company Partnership or any other Company Subsidiary been subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended. Each form, report and document containing financial statements that has been filed with or submitted to the SEC since July 31, 2002 and that was required under the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) to be accompanied by the officer certifications required under such Act was accompanied by the certification required to be filed or submitted by the Company’s chief executive officer and chief financial officer pursuant to the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification complied with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations promulgated thereunder. The Proxy Statement, including the documents incorporated by reference therein, did not as of their respective dates, and will not as of the Closing Date. No Company SEC Document filed under the Securities Act contained an , contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s financial statements, including the notes thereto, included in the Company SEC Documents (the “Financial Statements”) and complied and will comply as to form in all material respects with all applicable accounting requirements of the Exchange Act and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”) and present fairly the Company’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods specified (subject, in the case of unaudited statements, to normal audit adjustments). Since the date of the most recent Company SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECthereunder.

Reports and Financial Statements. The Company has furnished or made available filed all forms, reports, registration statements, and documents required to the Purchaser true and complete copies of all reports or registration statements be filed by it has filed with the Securities and Exchange Commission ("SEC") since October 11, 1996 (such forms, reports, registration statements, and documents, together with any amendments thereto, are referred to as the “SEC”"Company SEC Filings"). As of their respective dates, the Company SEC Filings (i) under complied as to form in all material respects with the applicable requirements of the Securities Act of 1933 and the rules and regulations thereunder (the "1933 Act") and the Securities Exchange Act of 19341934 and the rules and regulations thereunder (the "1934 Act"), as amended the case may be, and (the “Exchange Act”), for all periods subsequent to November 1, 2002, all in the form so filed (collectively the “Company SEC Documents”). As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and, as of its respective filing date, no Company SEC Document filed under the Exchange Act contained ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s audited financial statements, including the notes thereto, statements and unaudited interim financial statements included or incorporated by reference in the Company SEC Documents Filings, including but not limited to the Company's audited financial statements at and for the year ended December 31, 1998 (the “Financial Statements”"Company 1998 Financials"), (i) comply were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as to form may be indicated therein or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), (ii) complied as of their respective dates in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared and (iii) fairly present in accordance with generally accepted accounting principles consistently applied (“GAAP”) and present fairly all material respects the Company’s consolidated financial position at of the Company as of the dates thereof and of its operations the income, cash flows, and cash flows changes in stockholders' equity for the periods specified involved (subject, in the case of unaudited statements, to normal audit adjustmentsand recurring year-end adjustments that were not and are not, individually or in the aggregate, expected to have a Company Material Adverse Effect). Since The statements of earnings included in the date of audited or unaudited interim financial statements in the most recent Company SEC Document, Filings do not contain any items of special or nonrecurring income or any other income not earned in the Company has not effected any change ordinary course of business required to be disclosed separately in any method of accounting or accounting practiceaccordance with GAAP, except for any such change required because as expressly specified in the applicable statement of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECoperations or notes thereto.

Reports and Financial Statements. The Company has furnished or made available to the Purchaser Investor via the SEC’s XXXXX filing system true and complete copies of the Company’s (i) Annual Reports on Form 10-K for the fiscal year ended December 31, 2012 as filed with the SEC, (ii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 2013, and (iii) all other reports filed with or registration statements it has filed declared effective by the SEC since January 1, 2013, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Securities and Exchange Commission SEC since that date (the “SEC”documents referred to in clauses (i) under the Securities Act and the Securities Exchange Act of 1934, as amended through (the “Exchange Act”iii), for together with all periods subsequent accompanying exhibits and all information incorporated therein by reference, being referred to November 1, 2002, all in the form so filed (herein collectively as the “Company SEC DocumentsReports”). As of their respective filing dates, the Company SEC Documents Reports were duly filed or furnished with the SEC and complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act, as applicablethe case may be, andand the rules and regulations promulgated by the SEC and the NASDAQ Stock Market thereunder applicable to such Company SEC Reports. Except to the extent that information contained in any Company SEC Report filed or furnished with the SEC and made publicly available prior to the date of this Agreement (a “Filed Company SEC Report”) has been revised or superseded by a later Filed Company SEC Report, as of its their respective filing datedates, no none of the Filed Company SEC Document filed under the Exchange Act Reports 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 statements made therein, in the light of the circumstances in under which they were made, not misleading. Each of the audited consolidated financial statements and unaudited interim financial statements (including, except to in each case, the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s financial statements, including the schedules and notes thereto, ) included in the Filed Company SEC Documents (the “Financial Statements”) Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act or the Exchange Act and with the published rules and regulations of the SEC with respect thereto, . The financial statements (including the schedules and notes thereto) included in the Company’s SEC Reports (i) have been prepared in accordance with generally accepted accounting principles consistently applied of the United States (“GAAP”) applied on a consistent basis throughout the periods indicated, except as disclosed therein, and (ii) present fairly fairly, in all material respects, the Company’s consolidated financial position of the Company as at the dates thereof and the results of its operations and cash flows flow for the periods specified (subject, in the case of unaudited statements, to normal audit adjustments). Since the date of the most recent Company SEC Document, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECthen ended.

Reports and Financial Statements. The filings required to be made by the Company has furnished or made available to the Purchaser true and complete copies of all reports or registration statements it has filed with the Securities and Exchange Commission (the “SEC”) its subsidiaries since January 1, 1996 under the Securities Act and of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), for the 1935 Act and applicable state public utility laws and regulations have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC") or the appropriate state public utilities commission, as the case may be, including all periods subsequent forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. The Company has made available to November Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company or its predecessor with the SEC since January 1, 20021996 (as such documents have since the time of their filing been amended, all in the form so filed (collectively the “"Company SEC Documents”Reports"). As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and, as of its respective filing date, no Company SEC Document filed under the Exchange Act contained Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents became effective under the Securities Act. The Company’s audited consolidated financial statements, including statements and unaudited interim financial statements of the notes thereto, Company included in the Company SEC Documents Reports (collectively, the “"Company Financial Statements”") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis (“"GAAP”") (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present fairly the Company’s consolidated financial position at of the Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods specified (subjectthen ended. True, accurate and complete copies of the declaration of trust and by-laws of the Company, as in the case of unaudited statements, to normal audit adjustments). Since effect on the date of the most recent Company SEC Documenthereof, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not have been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SECmade available to Parent.