Common use of Reports and Financial Statements Clause in Contracts

Reports and Financial Statements. (a) Since December 31, 1995, the Company has timely filed all registration statements, prospectuses, forms, reports and documents and other filings required to be filed by it with the SEC under the rules and regulations of the SEC (collectively, the "Company SEC Reports"). As of their respective dates, such Company SEC reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements included in the Company SEC Reports (including any related notes and schedules) fairly present the financial position of the Company and its consolidated Subsidiaries, as of the dates thereof and the results of their operations and cash flows for the periods or as of the dates then ended (subject, where appropriate, to normal year-end adjustments, which would not reasonably be expected to have a Material Adverse Effect on the Company), in each case, in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reports, statements, prospectuses or other filings with the SEC.

Reports and Financial Statements. (a) Since December 31, 1995, the Company Parent has timely filed all registration statements, prospectuses, forms, reports and documents and other filings required to be filed by it with the SEC under pursuant to the rules and regulations of Exchange Act or the SEC Securities Act since January 1, 1994 (collectively, the "PARENT SEC REPORTS"), and has previously made available to the Company true and complete copies of all such Parent SEC Reports"). As Such Parent SEC Reports, as of their respective dates, such Company SEC reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunderExchange Act, as the case may be, and (ii) did not contain none of such SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements of Parent included in the Company Parent SEC Reports have been prepared in accordance with GAAP consistently applied throughout the periods indicated (including any related notes except as otherwise noted therein or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and schedules) fairly present (subject, in the case of unaudited statements, to normal, recurring year-end adjustments and any other adjustments described therein) the consolidated financial position of the Company Parent and its consolidated Subsidiaries, Subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows of Parent and its consolidated Subsidiaries for the periods or as then ended. Since January 1, 1994, there has been no change in any of the dates then ended significant accounting (subjectincluding tax accounting) policies, where appropriate, to normal year-end adjustments, which would not reasonably be expected to have a Material Adverse Effect on the Company), in each case, in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). The books and records practices or procedures of the Company and Parent or any of its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reports, statements, prospectuses or other filings with the SECconsolidated Subsidiaries.

Reports and Financial Statements. BMC has previously furnished or made available (including through the SEC EDGAX xxxtem) to Boolx xxxe and complete copies of (a) Since December 31all annual reports filed by BMC with the Commission pursuant to the Exchange Act, since September 30, 1995, the Company has timely filed all registration statements, prospectuses, forms, reports and documents (b) BMC's quarterly and other filings required to be reports filed with the Commission since September 30, 1995, (c) all definitive proxy solicitation materials filed by it BMC with the SEC under Commission since September 30, 1995, and (d) any registration statements of BMC declared effective by the rules Commission since September 30, 1995. The consolidated financial statements of BMC and regulations of the SEC (collectivelyits subsidiaries included in BMC's most recent report on Form 10-K and most recent report on Form 10-Q, the "Company SEC Reports"). As of their respective dates, such Company SEC and any other reports (i) complied as to form in all material respects filed with the applicable requirements of the Securities Act, Commission by BMC under the Exchange Act subsequent thereto (the "BMC Reports") were, or (if filed after the date hereof) will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved and fairly present, or will fairly present, the consolidated financial position for BMC and its subsidiaries as of the dates thereof and the rules consolidated results of their operations and regulations promulgated thereunderchanges in financial position for the periods then ended (except with respect to interim period financial statements, for normal year-end adjustments which are not material and for the absence of footnotes). The BMC Reports did not at the time each of the BMC Reports was filed with the Commission (or, if amended or superseded by a subsequent filing, then on the date of such filing), and (iiif filed after the date hereof) did will not 17 contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements Since September 30, 1995, BMC has filed with the Commission all reports required to be filed by BMC under the Exchange Act and unaudited consolidated interim financial statements included in the Company SEC Reports (including any related notes rules and schedules) fairly present the financial position regulations of the Company and its consolidated Subsidiaries, as of the dates thereof and the results of their operations and cash flows for the periods or as of the dates then ended (subject, where appropriate, to normal year-end adjustments, which would not reasonably be expected to have a Material Adverse Effect on the Company), in each case, in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reports, statements, prospectuses or other filings with the SECCommission.

Reports and Financial Statements. The Buyer has previously furnished to the Seller complete and accurate copies, as amended or supplemented, of its: (a) Since December 31Annual Report on Form 10-K for the fiscal year 2000, 1995as filed with the SEC; (b) proxy statements relating to all meetings of its stockholders (whether annual or special) since January 1, the Company has timely filed 2001; and (c) all other reports or registration statements, prospectusesother than Registration Statements on Form S-8, forms, reports and documents and other filings required to be filed by it the Buyer with the SEC under since October 30, 2000 (such annual reports, proxy statements, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred herein as the rules and regulations "BUYER REPORTS"). The Buyer Reports constitute all of the documents filed by the Buyer with the SEC (collectivelysince October 30, the "Company SEC Reports")2000, other than any Registration Statement on Form S-8. As of their respective dates, such Company SEC reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder, and (ii) Buyer Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated audited consolidated financial statements and consolidated unaudited consolidated interim financial statements of the Buyer included in the Company SEC Buyer Reports (including any related notes together, the "BUYER FINANCIAL STATEMENTS"): (i) comply as to form in all material respects with applicable accounting requirements and schedulesthe published rules and regulations of the SEC with respect thereto; (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated by Form 10-Q under the Securities Exchange Act of 1934, as amended, and subject to normal recurring year-end adjustments); (iii) fairly present the consolidated financial position of the Company and its consolidated Subsidiariescondition, as of the dates thereof and the results of their operations and cash flows of the Buyer and each of its Subsidiaries as of the respective dates thereof and for the periods or as of referred to therein; and (iv) are consistent in all material respects with the dates then ended (subject, where appropriate, to normal year-end adjustments, which would not reasonably be expected to have a Material Adverse Effect on the Company), in each case, in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reports, statements, prospectuses or other filings with the SECBuyer.

Reports and Financial Statements. (a) Since December 31, 19951996, the Company has timely filed all registration statements, prospectuses, forms, reports and documents and other filings that the Company was required to be filed by it file with the SEC under the rules and regulations of the SEC Commission (collectively, the "Company SEC Reports"). As of their respective dates, such the Company SEC reports (i) Reports complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the Exchange Act case may be, and the rules and regulations promulgated thereunderof the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, and (ii) the Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, and the financial statements included in the Company SEC Reports have been prepared in accordance with GAAP applied on a consistent basis (including any related except as may be indicated therein or in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q under the Exchange Act) and schedules) fairly present the financial position of the Company and its consolidated Subsidiaries, subsidiaries as of at the dates thereof and the results of their operations and cash flows changes in financial position for the periods or as of the dates then ended (ended, subject, where appropriatein the case of unaudited interim financial statements, to normal year-end adjustments, which would not reasonably be expected to have a Material Adverse Effect on the Company), in each case, in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP audit adjustments and any other applicable legal and accounting requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reports, statements, prospectuses or other filings with the SECadjustments described therein.

Reports and Financial Statements. (a) Since December 31, 1995, the The Company has timely filed with the SEC all registration statements, prospectuses, forms, reports and documents reports, schedules, statements and other filings documents required to be filed by it with the SEC since December 31, 1999 under the rules and regulations Securities Act or the Exchange Act (such documents, as supplemented or amended since the time of the SEC (collectivelyfiling, the "Company SEC Reports"). As of their respective dates, such the Company SEC reports Reports, including without limitation, any financial statements or schedules included or incorporated by reference therein, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) (i) complied as to form in all material respects with the applicable requirements of the Securities Act, Act and the Exchange Act and (including requirements as to the rules and regulations promulgated thereunderfiling of exhibits), and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (iii) with respect to Company SEC Reports filed after July 30, 2002, at the time filed complied in all material respects with the applicable requirements of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), including, withoux xxxxxxxxxx, that, to the extent xxxxxxxx, xxxh periodic report was accompanied by the certifications required by Section 906 and Section 302 of the Sarbanes-Oxley Act and included the disclosure required by Item 307 of Rxxxxxxxxx X-X promulgated by the SEC ("Regulation S-K"). The audited consolidated financial statements and unaudited consolidated interim financial statements included or incorporated by reference in the Company SEC Reports (including any related notes and schedules) fairly present present, in all material respects, the financial position of the Company and its consolidated Subsidiaries, Subsidiaries as of the dates thereof and the results of their operations and their cash flows and other information included therein for the periods or as of the dates then ended (subject, where appropriate, to normal year-end adjustments, which would not reasonably be expected to have a Material Adverse Effect on the Company)set forth therein, in each case, case in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). The books thereto and records subject, in the case of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reports, interim financial statements, prospectuses where appropriate, to normal year-end adjustments that would not, individually or other filings with in the SECaggregate, be material in amount or effect).

Reports and Financial Statements. Key has previously furnished to the Shareholders true and complete copies of (ai) Since December 31Key=s annual report filed with the Securities and Exchange Commission (the ACommission@) pursuant to the Securities and Exchange Act of 1934, 1995as amended (the AExchange Act@), the Company has timely filed all registration statementsfor Key=s fiscal year ended June 30, prospectuses, forms, reports and documents 1996; (ii) Key=s quarterly and other filings required to be reports filed by it with the SEC under Commission since June 30, 1996; (iii) all definitive proxy solicitation materials filed with the rules Commission since June 30, 1996; (iv) any registration statements (other than those relating to employee benefit plans) declared effective by the Commission since June 30, 1996; and regulations (v) Key=s Private Offering Memorandum dated June 28, 1996, relating to the Convertible Debentures. All of the SEC foregoing items are listed on Schedule 3.4 hereto (collectively, the "Company XXxx SEC Reports"Documents@). As The consolidated financial statements of Key and its consolidated subsidiaries included in Key=s most recent report on Form 10-K and most recent report on Form 10-Q were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved and fairly present the consolidated financial position of Key and its consolidated subsidiaries as of the dates thereof and the consolidated results of their respective dates, such Company SEC reports (i) complied as to form operations and changes in all material respects with financial position for the applicable requirements of the Securities Act, the Exchange Act periods then ended; and the rules and regulations promulgated thereunder, and (ii) Key SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were madewere, made not misleading. The audited consolidated financial Since June 30, 1994, Key has filed with the Commission all material reports, registration statements and unaudited consolidated interim financial statements included in other material filings required to be filed with the Company SEC Reports (including any related notes Commission under the rules and schedules) fairly present the financial position regulations of the Company and its consolidated Subsidiaries, as of the dates thereof and the results of their operations and cash flows for the periods or as of the dates then ended (subject, where appropriate, to normal year-end adjustments, which would not reasonably be expected to have a Material Adverse Effect on the Company), in each case, in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reports, statements, prospectuses or other filings with the SECCommission.

Reports and Financial Statements. (a) Since December 31, 1995, the Company Alrenco -------------------------------- has timely filed all registration statements, prospectuses, forms, reports and documents and other filings required to be filed by it with the SEC under Securities and Exchange Commission (the rules and regulations of "SEC") pursuant to the SEC --- Exchange Act since January 1, 1996 (collectively, the "Company Alrenco ------- SEC Reports"). As of their respective dates, such Company the Alrenco SEC reports (i) ----------- Reports complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the Exchange Act case may be, and the rules and regulations of the SEC promulgated thereunderthereunder applicable to such Alrenco SEC Reports. None of such Alrenco SEC Reports, and (ii) did not contain as of their respective dates, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Each of the audited consolidated financial balance sheets of Alrenco and the related audited statements of operations, stockholders equity and cash flows and unaudited consolidated interim financial statements included in the Company Alrenco SEC Reports (including any related notes and schedules) fairly present the financial position of the Company and its consolidated Subsidiariescomplied as to form, as of their respective dates of filing with the dates thereof SEC in all material respects, with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly presented the consolidated financial position and the results of their operations and cash flows for the periods or changes in financial position of Alrenco and its consolidated subsidiaries as of the respective dates then ended (subjector for the respective periods set forth therein, where appropriate, to normal year-end adjustments, which would not reasonably be expected to have a Material Adverse Effect on the Company), all in each case, in accordance conformity with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (involved, except ---- as otherwise disclosed in the notes thereto). The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reports, statements, prospectuses or other filings with the SECnoted therein.

Reports and Financial Statements. (a) Since December 31, 1995, the Company SkyTerra has timely filed all registration statements, prospectuses, forms, reports and documents and other filings SkyTerra SEC Reports required to be filed by it with the SEC under pursuant to the rules and regulations of Exchange Act or the SEC (collectivelySecurities Act since January 1, the "Company 2008. Such SkyTerra SEC Reports"). As , as of their respective datesdates (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such Company SEC reports (i) filing), complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunderExchange Act, as the case may be, and none of such SkyTerra SEC Reports, as of their respective dates (ii) did not contain or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements of SkyTerra included in the Company such SkyTerra SEC Reports have been prepared in accordance with GAAP consistently applied throughout the periods indicated (including any related notes except as otherwise noted therein or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and schedules) fairly present (subject, in the case of unaudited statements, to normal, recurring year-end adjustments and any other adjustments described therein), in all material respects, the consolidated financial position of the Company SkyTerra and its consolidated Subsidiaries, Subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows of SkyTerra and its consolidated subsidiaries for the periods or then ended. Except as of the dates then ended (subject, where appropriate, to normal year-end adjustments, which would not reasonably be expected to have a Material Adverse Effect on the Company), in each case, in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). The books and records SkyTerra SEC Reports, there has been no change in any of the Company and its Subsidiaries have beensignificant accounting (including Tax accounting) policies or procedures of SkyTerra since September 30, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reports, statements, prospectuses or other filings with the SEC2008.

Reports and Financial Statements. (a) Since December 31, 1995, the The Company has timely filed all registration forms, reports, statements, prospectuses, forms, reports and documents certifications and other filings documents (including all exhibits, amendments and supplements thereto) required to be filed by it with the SEC under the rules since January 1, 2004 (all such forms, reports, statements, certificates and regulations of other documents filed with or furnished to the SEC (since January 1, 2004, with any amendments thereto, but excluding the preliminary proxy statement relating to the transactions contemplated by the Original Merger Agreement, collectively, the "Company SEC Reports"). As , each of their respective dateswhich, such Company SEC reports (i) including any financial statements or schedules included therein, as finally amended prior to the Original Date, has complied as to form in all material respects with the applicable requirements of the Securities Act, the Act and Exchange Act and as of the rules and regulations promulgated thereunderdate filed with the SEC. None of the Company's Subsidiaries is required to file periodic reports with the SEC. None of the Company SEC Reports contained, and (ii) did not contain when filed with the SEC and, if amended prior to the Original Date, as of the date of such amendment, any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements As of the Original Date and unaudited consolidated interim financial statements included the date hereof, there were no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. To the Knowledge of the Company, none of the Company SEC Reports (including any related notes and schedules) fairly present is the financial position subject of the Company and its consolidated Subsidiariesongoing SEC review, as of the dates thereof and the results of their operations and cash flows for the periods outstanding SEC comment or as of the dates then ended (subject, where appropriate, to normal year-end adjustments, which would not reasonably be expected to have a Material Adverse Effect on the Company), in each case, in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reports, statements, prospectuses or other filings with the SECoutstanding SEC investigation.

Reports and Financial Statements. (a) Since December 31, 1995, the Company Parent has timely filed all registration statements, prospectuses, forms, reports and documents and other filings required to be filed by it Parent with the SEC under pursuant to the rules and regulations of Exchange Act or the SEC Securities Act since December 31, 1997 (collectively, the "Company Parent SEC Reports"), and has previously made available to the Company true and complete copies of all such Parent SEC Reports. As Such Parent SEC Reports, as of their respective dates, such Company SEC reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunderExchange Act, as the case may be, and (ii) did not contain none of such SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements of Parent included in the Company Parent SEC Reports have been prepared in accordance with GAAP consistently applied throughout the periods indicated (including any related notes except as otherwise noted therein or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and schedules) fairly present (subject, in the case of unaudited statements, to normal, recurring year-end adjustments and any other adjustments described therein) the consolidated financial position of the Company Parent and its consolidated Subsidiaries, Subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows of Parent and its consolidated Subsidiaries for the periods or as then ended. Since December 31, 1998, there has been no change in any of the dates then ended significant accounting (subjectincluding tax accounting) policies, where appropriate, to normal year-end adjustments, which would not reasonably be expected to have a Material Adverse Effect on the Company), in each case, in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). The books and records practices or procedures of the Company and Parent or any of its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reports, statements, prospectuses or other filings with the SECconsolidated Subsidiaries.

Reports and Financial Statements. (a) Since December 31, 1995, the Company The Buyer has timely filed all registration statementsreports, prospectusesschedules, forms, reports and documents statements and other filings documents (including exhibits and other information incorporated herein) with the SEC required to be filed by it the Buyer since January 1, 2003 (such documents together with any documents filed during such period by the Buyer with the SEC under the rules and regulations of the SEC (collectivelyon a voluntary basis on Current Reports on Form 8-K, the "Company “Buyer SEC Reports"”). As of their respective dates, such Company the Buyer SEC reports Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder, Securities Exchange Act and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that the foregoing clause (ii) shall not apply to the financial statements included in the Buyer SEC Reports (which are covered by the following sentence). The audited consolidated financial statements and unaudited consolidated interim financial statements included in the Company Buyer SEC Reports (including any related notes and schedules) fairly present in all material respects the financial position of the Company Buyer and its consolidated Subsidiaries, Subsidiaries as of the dates thereof and the results of their operations and their cash flows for the periods or as of the dates then ended (subject, where appropriate, to normal year-end adjustments, which would not reasonably be expected to have a Material Adverse Effect on the Company), in each case, case in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes theretothereto and except that the unaudited financial statements therein do not contain all of the footnote disclosures required by GAAP). The books and records of Since June 30, 2005, the Company and its Subsidiaries have been, and are being, maintained in Buyer has timely filed all material respects in accordance with GAAP reports, registration statements and any other applicable legal and accounting requirements and reflect only actual transactions. None of the Company's Subsidiaries is filings required to file any reports, statements, prospectuses or other filings be filed by it with the SEC under the rules and regulations of the SEC.

Reports and Financial Statements. (a) Since December 31, 1995, the Company has timely filed all registration statements, prospectuses, forms, reports and documents and other filings required to be filed by it with the SEC under the rules and regulations of the SEC (collectively, the "Company SEC Reports"). As of their respective dates, such Company SEC reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements included in the Company SEC Reports (including any related notes and schedules) fairly present the financial position of the Company and its consolidated Subsidiaries, as of the dates thereof and the results of their operations and cash flows for the periods or as of the dates then ended (subject, where appropriate, to normal year-end adjustments, which would not reasonably be expected to have a Material Adverse Effect on the Company), in each case, in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reports, statements, prospectuses or other filings with the SEC.. 3.5

Reports and Financial Statements. (a) Since December 31, 1995, the Company Target has timely filed all reports, registration statements, prospectuses, forms, reports and documents statements and other filings filings, together with any amendments required to be filed by made with respect thereto, that it has been required to file with the SEC under the rules Securities Act and regulations the Exchange Act since January 1, 1997. All reports, registration statements and other filings (including all notes, exhibits and schedules thereto and documents incorporated by reference therein) filed by Target with the Securities and Exchange Commission (the "SEC") since January 1, 1997 through the date of this Agreement, together with any amendments thereto, are collectively referred to as the "Target SEC Reports." As of the SEC (collectivelyrespective dates of their filing with the SEC, the "Company Target SEC Reports"). As of their respective dates, such Company SEC reports (i) Reports complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated of the SEC thereunder, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The audited Each of the consolidated financial statements and unaudited consolidated interim financial statements included in the Company SEC Reports (including any related notes and or schedules) included in the Target SEC Reports was prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be noted therein or in the notes or schedules thereto) and complied with the rules and regulations of the SEC, and such consolidated financial statements fairly present the consolidated financial position of the Company Target and its consolidated Subsidiaries, Subsidiaries as of the dates thereof and the results of their operations and operations, cash flows and changes in stockholders' equity for the periods or as of the dates then ended (subject, where appropriatein the case of the unaudited interim financial statements, to normal year-end adjustments, which would not reasonably be expected to have audit adjustments on a Material Adverse Effect on the Company), in each case, in accordance basis consistent with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes theretoperiods). The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reports, statements, prospectuses or other filings with the SEC.

Reports and Financial Statements. (a) Since December 31January 1, 19951996, the Company except where failure to have done so did not and would not have a Material Adverse Effect on Republic, Republic has timely filed all registration reports, registrations and statements, prospectusestogether with any required amendments thereto, forms, reports and documents and other filings that it was required to be filed by it file with the SEC under the rules SEC, including, but not limited to Forms 10-K, Forms 10-Q, Forms 8-K and regulations of the SEC proxy statements (collectively, the "Company SEC Republic Reports"). Republic has previously furnished or made available to the Acquired Entities and the Principals copies of all Republic Reports filed with the SEC since January 1, 1996. As of their respective datesdates (but taking into account any amendments filed prior to the date of this Agreement), such Company SEC reports (i) the Republic Reports complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and all the rules and regulations promulgated thereunder, by the SEC and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements of Republic included in the Company Republic Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Reports with respect thereto, have been prepared in accordance with GAAP consistently applied during the periods presented (including any related notes except, as noted therein, or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and schedules) fairly present (subject, in the case of the unaudited statements, to normal audit adjustments) the financial position of the Company Republic and its consolidated Subsidiaries, subsidiaries as of the dates date thereof and the results of their operations and their cash flows for the periods or as of the dates then ended (subject, where appropriate, to normal year-end adjustments, which would not reasonably be expected to have a Material Adverse Effect on the Company), in each case, in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reports, statements, prospectuses or other filings with the SECended.

Reports and Financial Statements. (a) Since December 31, 1995, the Company Parent has timely filed all registration statements, prospectuses, forms, reports and documents and other filings required to be filed by it with the SEC under the rules and regulations of the SEC (collectively, the "Company Parent SEC Reports"). As of their respective dates, such Company Parent SEC reports Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act Act, and the rules and regulations promulgated thereunder, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements included in the Company Parent SEC Reports (including any related notes and schedules) fairly present the financial position of the Company Parent and its consolidated Subsidiaries, Subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods or as of the dates then ended (subject, where appropriate, to normal year-end adjustments, which would not reasonably be expected to have a Material Adverse Effect on the CompanyParent), in each case, in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). The books and records of the Company Parent and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reports, statements, prospectuses or other filings with the SEC.

Reports and Financial Statements. (a) Since December January 1, 2001, Integra and each of Integra’s subsidiaries have filed all reports, registrations and statements, together with any required amendments thereto, that they were required to file with the Commission under Section 12(b), 12(g), 13(a) or 14(a) of the Exchange Act, including, but not limited to Forms 10-K, Forms 10-Q, Forms 8-K and proxy statements (the “Integra Reports”). Integra has previously furnished or will promptly furnish Prairie with true and complete copies of each of Integra’s annual reports on Form 10-K for the years 2001 through 2005 and its quarterly reports on Form 10-Q for the quarters ended March 31, 19952006 and June 30, the Company has timely filed all registration statements, prospectuses, forms, reports and documents and other filings required to be filed by it with the SEC under the rules and regulations of the SEC (collectively, the "Company SEC Reports")2006. As of their respective dates, such Company SEC reports (i) the Integra Reports complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act Commission and the rules and regulations promulgated thereunder, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances circumstance under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements of Integra included in the Company SEC Integra Reports have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (including any related except as may be indicated therein or in the notes thereto) and schedules) fairly present the consolidated financial position of the Company Integra and its consolidated Subsidiaries, Integra’s subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods or as then ended, subject, in the case of the dates then ended (subject, where appropriateunaudited interim financial statements, to normal year-end adjustmentsand audit adjustments and any other adjustments described therein. There exist no material liabilities of Integra and its consolidated subsidiaries, which would not reasonably contingent or otherwise of a type required to be expected to have a Material Adverse Effect on the Company), in each case, disclosed in accordance with past practice generally accepted accounting practices, except as disclosed in the Integra Reports. The reserves, the allowance for possible loan and lease losses and the carrying value for real estate owned which are shown in Integra’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 are, to Integra’s Knowledge, adequate in all respects under the requirements of generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except on a consistent basis and safe and sound banking practices to provide for possible losses on items for which reserves were made, loans and leases outstanding and real estate owned as otherwise disclosed in the notes thereto). The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reports, statements, prospectuses or other filings with the SECrespective dates.

Reports and Financial Statements. (ai) Since December 31, 1995, the Company has timely Global and Global Crossing Holdings Ltd. ("GLOBAL HOLDINGS") have filed all registration statementsrequired reports, prospectusesschedules, forms, reports and documents statements and other filings documents required to be filed by it with the SEC under the rules and regulations of the SEC since January 1, 1998 (collectively, including all exhibits thereto, the "Company GLOBAL SEC ReportsREPORTS"). As No Subsid iary of Global other than Global Holdings is required to file any form, report or other document with the SEC. None of the Global SEC Reports, as of their respective datesdates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such Company SEC reports (i) complied as to form in all material respects with the applicable requirements of the Securities Actfiling), the Exchange Act and the rules and regulations promulgated thereunder, and (ii) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated Each of the financial statements and unaudited consolidated interim financial statements (including the related notes) included in the Company Global SEC Reports (including any related notes and schedules) fairly present presents fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries, as of the dates thereof and the results of their operations and cash flows for the periods or of Global and its Subsidiaries as of the respective dates then ended (subjector for the respective periods set forth therein, where appropriate, to normal year-end adjustments, which would not reasonably be expected to have a Material Adverse Effect on the Company), all in each case, in accordance conformity with past practice and generally accepted accounting principles in the United States ("GAAP") GAAP consistently applied during the periods involved (except as otherwise disclosed noted therein, and subject, in the notes thereto). The books and records case of the Company unaudited interim financial statements, to normal and its Subsidiaries recurring year-end adjustments that have been, not been and are beingnot expected to be material in amount. All of such Global SEC Reports, maintained as of their respective dates, complied as to form in all material respects in accordance with GAAP and any other the applicable legal and accounting requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reports, statements, prospectuses or other filings with Securities Act and the SECExchange Act and the rules and regulations promulgated thereunder.

Reports and Financial Statements. (a) Since December 31, 1995, the Company Purchaser has timely filed all registration statements, prospectuses, forms, reports and documents and other filings required to be filed by it with the SEC under Securities and Exchange Commission (SEC) pursuant to the rules and regulations Securities Exchange Act of 1934 ("Exchange Act") or the SEC Securities Act (collectively, the "Company Purchaser SEC Reports"), and has previously made available to each of the Shareholders true and complete copies of all such SEC Reports. As Such Purchaser SEC Reports, as of their respective dates, such Company SEC reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunderExchange Act, as the case may be, and (ii) did not contain none of such Purchaser SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading. The Each of the audited consolidated financial statements and unaudited consolidated interim financial statements included in the Company SEC Reports of Purchaser (including any related notes and schedules) included (or incorporated by reference) in its Annual Report on Form 10-K for the fiscal year ended January 31, 2000, and the unaudited consolidted financial statements of Purchaser (including any related notes and schedules) included (or incorporated by reference) in any Form 10-Qs filed by Purchaser subsequent to the filing of such Form 10-K, (a) have been prepared in accordance with generally accepted accounting principles (GAAP) applied on a consistent basis (except as may be indicated in the notes thereto) subject, in the case of the unaudited consolidated financial statements, to year-end closing adjustments not material in amount and the lack of full footnote presentations and except that the presentation and disclosures in such statements conform with the applicble rules of the Exchange Act, but include all adjustments necessary to conform to GAAP requirements with respect to interim financial statements, and (b) fairly present present, in all material respects, the consolidated financial position of the Company Purchaser and its consolidated Subsidiaries, subsidiaries as of the dates thereof and the consolidated results of their operations and their cash flows for the periods or as of the dates then ended (subject, where appropriate, to normal year-end adjustments, which would not reasonably be expected to have a Material Adverse Effect on the Company), in each case, in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reports, statements, prospectuses or other filings with the SECended.

Reports and Financial Statements. (a) Since December 31January 1, 19951994, the Company AHS has timely filed all registration statements, prospectuses, forms, reports and documents and other filings required to be filed by it with the SEC under Securities and Exchange Commission (the rules "SEC") pursuant to the Exchange Act, including, without limitation, an Annual Report on Form 10-K for the year ended December 31, 1994 (collectively and regulations of as amended through the SEC (collectivelyClosing Date, the "Company AHS SEC REPORTS"), and has previously furnished or made available to GE Medical true and complete copies of all of the AHS SEC Reports"). As None of the AHS SEC Reports, as of their respective dates, such Company SEC reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder, and (ii) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements Each of the balance sheets (including the related notes) included in the Company AHS SEC Reports (including any related notes and schedules) fairly present presents in all material respects the consolidated financial position of the Company AHS and its consolidated Subsidiaries, subsidiaries as of the respective dates thereof thereof, and the other related statements (including the related notes) included therein fairly present in all material respects the results of their operations and cash flows of AHS and its subsidiaries for the respective periods or as of the respective dates then ended set forth therein, all in conformity with generally accepted accounting principles ("GAAP"), except as otherwise noted therein and subject, where appropriatein the case of the unaudited interim financial statements, to normal year-end adjustments, which would not reasonably be expected to have a Material Adverse Effect on the Company), in each case, in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP adjustments and any other applicable legal adjustments described therein and accounting requirements and reflect only actual transactions. None the absence of the Company's Subsidiaries is required to file any reports, statements, prospectuses or other filings with the SECnotes thereto.

Reports and Financial Statements. (a) Since December 31, 1995, the Company The Buyer has timely filed all registration statementsreports, prospectusesschedules, forms, reports and documents statement and other filings documents (including exhibits and other information incorporated herein) with the SEC required to be filed by it the Buyer since January 1, 1999 (such documents together with any documents filed during such period by the Buyer with the SEC under the rules and regulations of the SEC (collectivelyon a voluntary basis on Current Reports on Form 8-K, the "Company BUYER SEC ReportsREPORTS"). As of their respective dates, such Company the Buyer SEC reports Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder, Securities Exchange Act and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that the foregoing clause (ii) shall not apply to the financial statements included in the Buyer SEC Reports (which are covered by the following sentence). The audited consolidated financial statements and unaudited consolidated interim financial statements included in the Company Buyer SEC Reports (including any related notes and schedules) fairly present in all material respects the financial position of the Company Buyer and its consolidated Subsidiaries, Subsidiaries as of the dates thereof and the results of their operations and their cash flows for the periods or as of the dates then ended (subject, where appropriate, to normal year-end adjustments, which would not reasonably be expected to have a Material Adverse Effect on the Company), in each case, case in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes theretothereto and except that the unaudited financial statements therein do not contain all of the footnote disclosures required by GAAP). The books and records of Since January 1, 1999, the Company and its Subsidiaries have been, and are being, maintained in Buyer has timely filed all material respects in accordance with GAAP reports, registration statements and any other applicable legal and accounting requirements and reflect only actual transactions. None of the Company's Subsidiaries is filings required to file any reports, statements, prospectuses or other filings be filed by it with the SEC under the rules and regulations of the SEC.

Reports and Financial Statements. (a) Since December 31, 1995, the Company CCI has timely filed all reports (including proxy statements) and registration statements, prospectuses, forms, reports and documents and other filings statements required to be filed by it with the SEC under the rules and regulations of the SEC since January 1, 1996 (collectively, the "Company CCI SEC Reports"). As CCI has previously furnished or made available to PSD true and complete copies of all CCI SEC Reports filed prior to the date hereof. None of the CCI SEC Reports, as of their respective dates, such Company SEC reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder, and (ii) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements Each of the balance sheets (including the related notes) included in the Company CCI SEC Reports (including any related notes and schedules) fairly present presents fairly, in all material respects, the consolidated financial position of the Company CCI and its consolidated Subsidiaries, Subsidiaries as of the respective dates thereof thereof, and the other related statements (including the related notes) included in the CCI SEC Reports present fairly, in all material respects, the results of their operations and cash flows the changes in financial positions of CCI and its Subsidiaries for the respective periods or as of the respective dates then ended (set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, where appropriatein the case of the unaudited interim financial statements, to normal year-end adjustments, which would not reasonably none of which, to CCI's knowledge, will be expected to have a Material Adverse Effect on the Company), in each case, in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto)material. The books and records All of the Company and its Subsidiaries have beenCCI SEC Reports, and are beingas of their respective dates, maintained complied in all material respects in accordance with GAAP and any other applicable legal and accounting the requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reportsExchange Act, statements, prospectuses or other filings with the SECSecurities Act and the applicable rules and regulations thereunder.

Reports and Financial Statements. (a) Since December 31January 1, 19951999, the Company has timely and each Company Subsidiary have filed all registration reports, registrations and statements, prospectusestogether with any required amendments thereto, forms, reports and documents and other filings that they were required to be filed by it file with the SEC Securities and Exchange Commission (the “Commission”) under the rules and regulations Section 12(b), 12(g), 13(a) or 14(a) of the SEC Exchange Act, including, but not limited to Forms 10-K, Forms 10-Q and proxy statements (collectively, the "Company SEC Reports"). Company has previously furnished or will promptly furnish National City with true and complete copies of each of Company's annual reports on Form 10-K for the years 1999 through 2003. As of their respective dates, such the Company SEC reports (i) Reports complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder, thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances circumstance under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements of Company included in the Company SEC Reports have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (including any related except as may be indicated therein or in the notes thereto) and schedules) fairly present the consolidated financial position of the Company and its consolidated Subsidiaries, Company Subsidiaries as of at the dates thereof and the results of their operations and cash flows for the periods or as then ended subject, in the case of the dates then ended (subject, where appropriateunaudited interim financial statements, to normal year-end adjustmentsand audit adjustments and any other adjustments described therein. There exist no material liabilities of Company and its consolidated Subsidiaries, which would not reasonably contingent or otherwise of a type required to be expected to have a Material Adverse Effect on the Company), in each case, disclosed in accordance with past practice and generally accepted accounting practices, except as disclosed in the Company Reports. Company's reserve for possible loan losses as shown in its Quarterly Report on Form 10-Q for the quarter ending March 31, 2004 was adequate, within the meaning of generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). The books and records of the Company safe and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reports, statements, prospectuses or other filings with the SECsound banking practices.

Reports and Financial Statements. Since November 21, 1986, Enterprises has filed with the Securities and Exchange Commission (a"SEC") Since December 31all material forms, 1995, the Company has timely filed all registration statements, prospectuses, forms, reports and documents (including all exhibits, amendments and other filings supplements thereto) required to be filed by it under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Trust Indenture Act of 1939, as amended, and the respective rules and regulations thereunder, all of which complied in all material respects with all applicable requirements of the SEC under appropriate acts and the rules and regulations thereunder. Enterprises has previously delivered to CCBG copies of (1) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1995, December 31, 1996 and December 31, 1997 (the "Enterprises 10-K"), together with a copy of the SEC annual reports to stockholders for each such year, and (2) its Proxy Statement for the annual meeting of stockholders held April 17, 1998 (collectively, the "Company Enterprises SEC Reports"). As of their respective dates, such Company the Enterprises SEC reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder, and (ii) Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Each of the audited consolidated financial statements and unaudited interim consolidated interim financial statements included in the Company SEC Reports (statements, including any related notes and schedules, of Enterprises included in or incorporated by reference in such reports (the "Enterprises Financial Statements") have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the financial position of the Company Enterprises and its consolidated Subsidiaries, subsidiaries as of the dates thereof and the results of their operations and cash flows changes in financial position for the periods or as then ended, subject, in the case of the dates then ended (subject, where appropriateunaudited interim financial statements, to normal year-end adjustments, which would not reasonably be expected to have a Material Adverse Effect on the Company), in each case, in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP audit adjustments and any other applicable legal and accounting requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reports, statements, prospectuses or other filings with the SECadjustments described therein.

Reports and Financial Statements. Parent has filed all -------------------------------- reports required to be filed with the Securities and Exchange Commission (athe "SEC") Since December pursuant to the Exchange Act since March 31, 1995, the Company has timely filed 1996 (such reports together with all registration statements, prospectuses, forms, reports prospectuses and documents and other filings required to be information statements filed by it with the SEC under the rules and regulations of the SEC (collectivelyCompany since March 31, 1996 being hereinafter collectively referred to as the "Company Parent SEC Reports"), and has previously furnished the Company with true and complete copies of all such Parent SEC Reports. As None of such Parent SEC Reports, as of their respective dates, such Company SEC reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder, and (ii) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements As of their respective dates, all such Parent SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act. Each of the balance sheets (including the related notes) included in the Company Parent SEC Reports fairly presents the consolidated financial position of Parent and its subsidiaries as of the respective dates thereof, and the other related statements (including any the related notes and schedulesnotes) included therein fairly present the results of operations and the changes in financial position of the Company Parent and its consolidated Subsidiaries, as of the dates thereof and the results of their operations and cash flows subsidiaries for the respective periods or as of the respective dates then ended set forth therein (subject, where appropriate, to normal year-end adjustments, which would not reasonably be expected to have a Material Adverse Effect on the Company), all in each case, in accordance conformity with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reports, statements, prospectuses or other filings with the SECnoted therein.

Reports and Financial Statements. (a) Since December 31, 1995, the Company Parent has timely filed all registration statements, prospectuses, forms, reports and documents and other filings required to be filed by it with the SEC under the rules and regulations of the SEC (collectively, the "Company Parent SEC Reports"). As of their respective dates, such Company Parent SEC reports Reports (i) complied as to form in all material respects respect with the applicable requirements of the Securities Act, the Exchange Act Act, and the rules and regulations promulgated thereunder, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements included in the Company Parent SEC Reports (including any related notes and schedules) fairly present the financial position of the Company Parent and its consolidated Subsidiaries, Subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods or as of the dates then ended (subject, where appropriate, to normal year-end adjustments, which would not reasonably be expected to have a Material Adverse Effect on the CompanyParent), in each case, in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). The books and records of the Company Parent and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reports, statements, prospectuses or other filings with the SEC.4.5

Reports and Financial Statements. (a) Since NPI has previously furnished or otherwise made available (by electronic filing or otherwise) to the Company true and complete copies of: (i) Annual Reports on Form 10-K filed with the SEC for each of the years ended December 31, 1995, the Company has timely 1999 and 2000; (ii) each Quarterly Report on Form 10-Q filed all registration statements, prospectuses, forms, reports and documents and other filings required to be filed by it with the SEC under for the rules and regulations of three fiscal quarters occurring since the Annual Report on Form 10-K for the year ended December 31, 1999; (iii) each definitive proxy statement filed with the SEC since December 31, 1999; (collectivelyiv) each final prospectus filed with the SEC since December 31, 1999, except any final prospectus on Form S-8; and (v) all Current Reports on Form 8-K filed with the "Company SEC Reports")since January 1, 2000. As of their respective dates, such Company reports, proxy statements and prospectuses filed with the SEC reports by NPI (collectively with, and giving effect to, all amendments, supplements and exhibits thereto, the "SEC Reports") (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunderExchange Act, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of NPI's Subsidiaries is required to file any forms, reports or other documents with the SEC. The audited consolidated financial statements and unaudited consolidated interim financial statements included in the Company SEC Reports (including any related notes and schedules) fairly present in all material respects the financial position of the Company NPI and its consolidated Subsidiaries, Subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods or as of the dates then ended (subject, where appropriatein the case of the unaudited interim financial statements, to normal year-end recurring adjustments, which would not reasonably be expected to have a Material Adverse Effect on the Company), in each case, case in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). The books Since January 1, 2000, NPI has timely filed all reports, registration statements and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. None of the Company's Subsidiaries is filings required to file any reports, statements, prospectuses or other filings be filed by it with the SEC under the rules and regulations of the SEC.

Reports and Financial Statements. (a) Since December 31, 1995, the Company Parent has timely filed all registration statementsrequired reports, prospectusesschedules, forms, reports and documents statements and other filings documents required to be filed by it with the SEC under the rules and regulations of the SEC since January 1, 1997 (collectively, including all exhibits thereto, the "Company PARENT SEC ReportsREPORTS"). As No Subsidiary of Parent is required to file any form, report or other document with the SEC. None of the Parent SEC Reports filed prior to the date of this Agreement (as of their respective datesdates or, such Company SEC reports (i) complied if amended or superseded by a filing prior to the date of this Agreement, then instead, as to form in all material respects with the applicable requirements of the Securities Actdate of such filing), the Exchange Act and the rules and regulations promulgated thereunder, and (ii) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated Each of the financial statements and unaudited consolidated interim financial statements (including the related notes) included in the Company Parent SEC Reports (including any related notes and schedules) fairly present presents fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries, as of the dates thereof and the results of their operations and cash flows for the periods or of Parent and its Subsidiaries as of the respective dates then ended or for the respective periods set forth therein, all in conformity with (subject, where appropriate, to normal year-end adjustments, which would not reasonably be expected to have a Material Adverse Effect on the Company), and prepared in each case, all material respects in accordance with past practice and generally accepted accounting principles in the United States ("GAAP"with) U.S. GAAP consistently applied during the periods involved (except as otherwise disclosed noted therein, and subject, in the notes thereto). The books and records case of the Company unaudited interim financial statements, to normal and its Subsidiaries have beenrecurring year-end adjustments which are not expected to be material. All of such Parent SEC Reports, as of their respective dates (and are beingas of the date of any amendment to the respective Parent SEC Report), maintained complied as to form in all material respects in accordance with GAAP and any other the applicable legal and accounting requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reports, statements, prospectuses or other filings with Securities Act and the SECExchange Act.

Reports and Financial Statements. (a) Since December 31, 1995, the Company Media Metrix has timely filed with the SEC all registration statements, prospectuses, forms, reports and documents reports, schedules, statements and other filings documents required to be filed by it with the SEC since May 6, 1999 under the rules and regulations Securities Act or the Exchange Act (such documents, as supplemented or amended since the time of the SEC (collectivelyfiling, the "Company Media Metrix SEC Reports"). As of their respective dates, such Company the Media Metrix SEC reports Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) (i) complied as to form in all material respects with the applicable requirements of the Securities Act, Act and the Exchange Act and (including requirements as to the rules and regulations promulgated thereunderfiling of Exhibits), and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements included or incorporated by reference in the Company Media Metrix SEC Reports (including any related notes and schedules) fairly present present, in all material respects, the financial position of the Company Media Metrix and its consolidated Subsidiaries, Subsidiaries as of the dates thereof and the results of their operations and their cash flows and other information included therein for the periods or as of the dates then ended (subject, where appropriate, to normal year-end adjustments, which would not reasonably be expected to have a Material Adverse Effect on the Company)set forth therein, in each case, case in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). The books ) and records subject, in the case of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reports, interim financial statements, prospectuses to normal year-end adjustments that would not, individually or other filings with in the SECaggregate, be material in amount or effect.

Reports and Financial Statements. (a) Since December 31, 1995, the Company Parent has timely filed all registration statements, prospectuses, forms, reports and documents and other filings required to be filed by it with the SEC under pursuant to the rules and regulations of Exchange Act or the SEC Securities Act since September 30, 1998 (collectively, the "PARENT SEC REPORTS"), and has previously made available to the Company true and complete copies of all such Parent SEC Reports"). As Such Parent SEC Reports, as of their respective dates, such Company SEC reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunderExchange Act, as the case may be, and (ii) did not contain none of such SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements of Parent included in the Company Parent SEC Reports have been prepared in accordance with GAAP consistently applied throughout the periods indicated (including any related notes except as otherwise noted therein or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and schedules) fairly present (subject, in the case of unaudited statements, to normal, recurring year-end adjustments and any other adjustments described therein) the consolidated financial position of the Company Parent and its consolidated Subsidiaries, Subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows of Parent and its consolidated Subsidiaries for the periods or then ended. Except as of the dates then ended (subject, where appropriate, to normal year-end adjustments, which would not reasonably be expected to have a Material Adverse Effect on the Company), in each case, in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). The books and records Parent SEC Reports, since September 30, 2002, there has been no change in any of the Company and significant accounting (including tax accounting) policies or procedures of Parent or any of its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reports, statements, prospectuses or other filings with the SECconsolidated Subsidiaries.

Reports and Financial Statements. (ai) Since December 31Frontier and Frontier Telephone of Rochester, 1995Inc., the Company has timely a New York corporation ("FRONTIER SUB"), have filed all registration statementsrequired reports, prospectusesschedules, forms, reports and documents statements and other filings documents required to be filed by it with the SEC under Securities and Exchange Commission (the rules "SEC") since January 1, 1998 including Frontier's Current Report on Form 8-K, dated January 26, 1999, containing Frontier's audited financial statements for the year ended December 31, 1998 and regulations its proxy statement with respect to the proposed 1999 annual meeting of the SEC shareholders of Frontier (collectively, including all exhibits thereto, the "Company FRONTIER SEC ReportsREPORTS"). As Other than Frontier Sub, no Subsidiary of Frontier is required to file any form, report or other document with the SEC. None of the Frontier SEC Reports, as of their respective datesdates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such Company SEC reports (i) complied as to form in all material respects with the applicable requirements of the Securities Actfiling), the Exchange Act and the rules and regulations promulgated thereunder, and (ii) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated Each of the financial statements and unaudited consolidated interim financial statements (including the related notes) included in the Company Frontier SEC Reports (including any related notes and schedules) fairly present presents fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries, as of the dates thereof and the results of their operations and cash flows for the periods or of Frontier and its Subsidiaries as of the respective dates then ended (subjector for the respective periods set forth therein, where appropriate, to normal year-end adjustments, which would not reasonably be expected to have a Material Adverse Effect on the Company), all in each case, in accordance conformity with past practice and United States generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed noted therein, and subject, in the notes thereto). The books and records case of the Company unaudited interim financial statements, to normal and its Subsidiaries recurring year-end adjustments that have been, not been and are beingnot expected to be material in amount. All of such Frontier SEC Reports, maintained as of their respective dates, complied as to form in all material respects in accordance with GAAP and any other the applicable legal and accounting requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reports, statements, prospectuses or other filings with Securities Act and the SECExchange Act and the rules and regulations promulgated thereunder.

Reports and Financial Statements. (a) Since December 31, 1995, the Company Parent has timely filed all -------------------------------- reports (including proxy statements) and registration statements, prospectuses, forms, reports and documents and other filings statements required to be filed by it with the SEC under the rules and regulations of the SEC since January 1, 1996 (collectively, the "Company Parent SEC ---------- Reports"). As Parent has previously furnished or made available to the Company true and complete copies of all Parent SEC Reports filed prior to the date hereof. None of the Parent SEC Reports, as of their respective dates, such Company SEC reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder, and (ii) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements Each of the balance sheets (including the related notes) included in the Company Parent SEC Reports (including any related notes and schedules) fairly present presents fairly, in all material respects, the consolidated financial position of the Company Parent and its consolidated Subsidiaries, Subsidiaries as of the respective dates thereof thereof, and the other related statements (including the related notes) included in the Parent SEC Reports present fairly, in all material respects, the results of their operations and cash flows the changes in financial position of Parent and its Subsidiaries for the respective periods or as of the respective dates then ended (set forth therein, all in conformity with generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted therein and subject, where appropriatein the case of the unaudited interim financial statements, to normal year-end adjustments, which would not reasonably be expected to have a Material Adverse Effect on the Company), in each case, in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). The books and records All of the Company and its Subsidiaries have beenParent SEC Reports, and are beingas of their respective dates, maintained complied as to form in all material respects in accordance with GAAP and any other applicable legal and accounting the requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reportsExchange Act, statements, prospectuses or other filings with the SECSecurities Act and the applicable rules and regulations thereunder.

Reports and Financial Statements. (a) Since December 31, 1995, the Company Coram has timely filed all registration statements, prospectuses, forms, reports and documents and other filings required to be filed by it with the SEC under the rules Securities and regulations of the SEC Exchange Commission (collectively, the "Company SEC ReportsSEC"). As of their respective dates, such Company SEC reports (i) complied as pursuant to form and in all material respects accordance with the applicable requirements of the Securities Act, the Exchange Act and of 1934, as amended (together with the rules and regulations promulgated thereunder, the "Exchange Act") and the applicable rules of the NYSE, since January 1, 1995 (ii) did not contain collectively, as heretofore amended, the "Coram SEC Reports"), and has previously furnished to IHS true and complete copies of all such Coram SEC Reports. Except for certain information provided to Coram by Caremark International, Inc., Caremark, Inc. and/or related parties for inclusion in the Coram SEC Reports, none of such reports, as of their respective dates, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading. The audited Each of the balance sheets (including the related notes) included in the Coram SEC Reports fairly presents the consolidated financial position of Coram and the Coram Subsidiaries as of the respective dates thereof, and the other related consolidated financial statements and unaudited consolidated interim financial statements included in the Company SEC Reports (including any the related notes and schedulesnotes) included therein fairly present the results of operations and the changes in consolidated financial position of the Company and its consolidated Subsidiaries, as of the dates thereof Coram and the results of their operations and cash flows Coram Subsidiaries for the respective periods or as of the respective dates then ended (subjectset forth therein, where appropriate, to normal year-end adjustments, which would not reasonably be expected to have a Material Adverse Effect on the Company), all in each case, in accordance conformity with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved ("GAAP") except as otherwise disclosed in the notes thereto). The books and records of the Company and its Subsidiaries have beennoted therein and, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. None of the Company's Subsidiaries is required respect to file any reports, quarterly financial statements, prospectuses or other filings with the SECexcept for normal year-end audit adjustments.

Reports and Financial Statements. (ai) Since December 31, 1995, the Company Each of GlobespanVirata and its Subsidiaries has timely filed all registration statements, prospectuses, reports, schedules, forms, reports and documents statements and other filings documents required to be filed by it with the SEC under the rules and regulations of the SEC since January 1, 2002 (collectively, including all exhibits thereto, the "Company GlobespanVirata SEC Reports"). As No Subsidiary of GlobespanVirata is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the GlobespanVirata SEC Reports, as of their respective datesdates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such Company SEC reports (i) complied as to form in all material respects with the applicable requirements of the Securities Actfiling), the Exchange Act and the rules and regulations promulgated thereunder, and (ii) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated Each of the financial statements and unaudited consolidated interim financial statements (including the related notes) included in the Company GlobespanVirata SEC Reports (including any related notes and schedules) fairly present presents, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries, as of the dates thereof and the results of their operations and cash flows for the periods or of GlobespanVirata and its consolidated Subsidiaries as of the respective dates then ended (subjector for the respective periods set forth therein, where appropriate, to normal year-end adjustments, which would not reasonably be expected to have a Material Adverse Effect on the Company), all in each case, in accordance conformity with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed noted therein, and subject, in the notes thereto)case of unaudited interim financial statements, to normal and recurring year-end adjustments that have not been and are not expected to be material in amount. The books All GlobespanVirata SEC Reports, as of their respective dates (and records as of the Company and its Subsidiaries have beendate of any amendment to the respective GlobespanVirata SEC Report), and are being, maintained complied as to form in all material respects in accordance with GAAP and any other the applicable legal and accounting requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reports, statements, prospectuses or other filings with Securities Act and the SECExchange Act and the rules and regulations promulgated thereunder.

Reports and Financial Statements. (a) Since December 31, 1995, the Company Parent has timely filed all registration statements, prospectuses, forms, reports and documents and other filings required to be filed by it with the SEC under pursuant to the rules and regulations of Exchange Act or the SEC Securities Act since September 30, 1998 (collectively, the "Company Parent SEC Reports"), and has previously made available to the Company true and complete copies of all such Parent SEC Reports. As Such Parent SEC Reports, as of their respective dates, such Company SEC reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunderExchange Act, as the case may be, and (ii) did not contain none of such SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements of Parent included in the Company Parent SEC Reports have been prepared in accordance with GAAP consistently applied throughout the periods indicated (including any related notes except as otherwise noted therein or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and schedules) fairly present (subject, in the case of unaudited statements, to normal, recurring year-end adjustments and any other adjustments described therein) the consolidated financial position of the Company Parent and its consolidated Subsidiaries, Subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows of Parent and its consolidated Subsidiaries for the periods or then ended. Except as of the dates then ended (subject, where appropriate, to normal year-end adjustments, which would not reasonably be expected to have a Material Adverse Effect on the Company), in each case, in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). The books and records Parent SEC Reports, since September 30, 2002, there has been no change in any of the Company and significant accounting (including tax accounting) policies or procedures of Parent or any of its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reports, statements, prospectuses or other filings with the SECconsolidated Subsidiaries.

Reports and Financial Statements. (a) Since December 31, 1995, the Company Rent-Way has timely filed all registration statements, prospectuses, forms, reports and documents and other filings required to be filed by it with the SEC under Securities and Exchange Commission (the rules and regulations of "SEC") pursuant to the SEC Exchange Act since October 1, 1997 (collectively, the "Company Rent-Way SEC Reports"). As of their respective dates, such Company the Rent-Way SEC reports (i) Reports complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the Exchange Act case may be, and the rules and regulations of the SEC promulgated thereunderthereunder applicable to such Rent-Way SEC Reports. None of 6 8 such Rent-Way SEC Reports, and (ii) did not contain as of their respective dates, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Each of the audited consolidated financial balance sheets of Rent-Way and the related audited statements of operations, stockholders equity and cash flows and unaudited consolidated interim financial statements included in the Company Rent-Way SEC Reports (including any related notes and schedules) fairly present the financial position of the Company and its consolidated Subsidiariescomplied as to form, as of their respective dates of filing with the dates thereof SEC, in all material respects, with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly presented the consolidated financial position and the results of their operations and cash flows for the periods or changes in financial position of Rent-Way and its consolidated subsidiaries as of the respective dates then ended (subjector for the respective periods set forth therein, where appropriate, to normal year-end adjustments, which would not reasonably be expected to have a Material Adverse Effect on the Company), all in each case, in accordance conformity with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (involved, except as otherwise disclosed in the notes thereto)noted therein. The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reports, statements, prospectuses or other filings with the SEC.Section 4.7

Reports and Financial Statements. (a) Since December 31, 1995, the Company has timely filed all registration statements, prospectuses, forms, reports and documents and other filings required to be filed by it with the SEC under the rules and regulations of the SEC (collectively, the "Company SEC Reports"). As of their respective dates, such Company all reports, proxy statements, registration statements and prospectuses filed with the SEC reports by SWAT since January 1, 2006 (collectively with, and giving effect to, all amendments, supplements and exhibits thereto, the “SEC Reports”) (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunderExchange Act, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of SWAT’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The audited consolidated financial statements and unaudited consolidated interim financial statements included in the Company SEC Reports (including any related notes and schedules) fairly present in all material respects the financial position of the Company SWAT and its consolidated Subsidiaries, Subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods or as of the dates then ended (subject, where appropriatein the case of the unaudited interim financial statements, to normal year-end recurring adjustments, which would not reasonably be expected to have a Material Adverse Effect on the Company), in each case, case in accordance with past practice and generally accepted accounting principles in the United States ("“GAAP"”) consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). The books Since January 1, 2006, SWAT has timely filed all reports, registration statements and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. None of the Company's Subsidiaries is filings required to file any reports, statements, prospectuses or other filings be filed by it with the SEC under the rules and regulations of the SEC.

Reports and Financial Statements. (a) Since December 31, 1995, the Company USI has timely filed all registration statements, prospectuses, forms, reports and documents and other filings required to be filed by it with the SEC under Securities and Exchange Commission (the rules and regulations of "SEC") pursuant to the SEC Exchange Act since January 1, 1995, including, without limitation, a Transitional Report on Form 10-K for the nine-month period ended March 31, 1996 (collectively, the "Company USI SEC REPORTS"), and has previously furnished or made available to MSI true and complete copies of all such USI SEC Reports"). As Each of the USI SEC Reports, as of their respective datesdates (as amended through the date hereof), such Company SEC reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunderof the SEC thereunder applicable to such USI SEC Report and none of the USI SEC Reports, and as of their respective dates (ii) did not contain as amended through the date hereof), contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements Each of the balance sheets (including the related notes) included in the Company USI SEC Reports (including any related notes and schedules) fairly present presents in all material respects the consolidated financial position of the Company USI and its consolidated Subsidiaries, subsidiaries as of the respective dates thereof thereof, and the other financial statements (including the related notes) included therein fairly present in all material respects the results of their operations and cash flows of USI and its subsidiaries for the respective periods or as of the respective dates then ended (subjectset forth therein, where appropriate, to normal year-end adjustments, which would not reasonably be expected to have a Material Adverse Effect on the Company), all in each case, in accordance conformity with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (involved, except as otherwise disclosed in the notes thereto). The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reports, statements, prospectuses or other filings with the SEC.noted therein and

Reports and Financial Statements. (a) Since December 31, 1995, the Company HBOA has timely filed all registration statements, prospectuses, forms, reports and documents and other filings required to be filed by it with the SEC under pursuant to the rules and regulations of Exchange Act since [December 31, 1999], including, without limitation, an Annual Report on Form 10-KSB for the SEC year ended [December 31, 2002] (collectively, the "Company HBOA SEC Reports"), and has previously furnished or made available to LSC true and complete copies of all such HBOA SEC Reports. As None of such HBOA SEC Reports, as of their respective datesdates (as amended or supplemented through the date hereof), such Company SEC reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder, and (ii) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements Each of the balance sheets (including the related notes) included in the Company HBOA SEC Reports (including any related notes and schedules) fairly present presents in all material respects the consolidated financial position of the Company HBOA and its consolidated Subsidiaries, subsidiaries as of the respective dates thereof thereof, and the other related statements (including the related notes) included therein fairly present in all material respects the results of their operations and cash flows of HBOA and its subsidiaries for the respective periods or as of the respective dates then ended (set forth therein, all in conformity with generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted therein and subject, where appropriatein the case of the unaudited interim financial statements, to normal year-end adjustments, which would not reasonably be expected to have a Material Adverse Effect on the Company), in each case, in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP adjustments and any other applicable legal adjustments described therein and accounting requirements and reflect only actual transactions. None the absence of the Company's Subsidiaries is required to file any reports, statements, prospectuses or other filings with the SECnotes thereto.

Reports and Financial Statements. (a) Since December 31Micrografx has made available to Corel prior to the execution of this Agreement a true and complete copy of each form, 1995report, the Company has timely filed all schedule, registration statementsstatement, prospectuses, forms, reports and documents definitive proxy statement and other filings required to be document (together with all amendments thereof and supplements thereto) filed by it Micrografx or any of its Subsidiaries with the SEC under since January 1, 1997 (as such documents have since the rules and regulations time of the SEC (collectivelytheir filing been amended or supplemented, the "Company SEC Micrografx Reports"), which are all the documents (other than preliminary material) that Micrografx and its Subsidiaries were required to file with the SEC since such date. As Except as disclosed in Section 3.05 of the Micrografx Disclosure Letter, as of their respective dates, such Company SEC reports the Micrografx Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the Exchange Act and the rules and regulations promulgated thereundercase may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated interim financial statements included in the Company SEC Reports (including any related notes and schedules) fairly present the financial position of the Company and its consolidated Subsidiaries, as of the dates thereof and the results of their operations and cash flows for the periods or as of the dates then ended (subject, where appropriate, to normal year-end adjustments, which would not reasonably be expected to have a Material Adverse Effect on the Company)including, in each case, the notes, if any, thereto) included in the Micrografx Reports (the "Micrografx Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with past practice and generally accepted accounting principles in the United States ("U.S. GAAP") consistently applied on a consistent basis during the periods involved (except as otherwise disclosed may be indicated therein or in the notes thereto). The books thereto and records except with respect to unaudited statements as permitted by Form 10-Q of the Company SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to the absence of certain footnotes and to normal, recurring year-end audit adjustments (which would not reasonably be expected to, individually or in the aggregate, materially adverse to Micrografx and its Subsidiaries have been, taken as a whole)) the consolidated financial position of Micrografx and are being, maintained 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. Except as set forth in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. None Section 3.05 of the Company's Subsidiaries Micrografx Disclosure Letter, each Subsidiary of Micrografx is required to file any reports, statements, prospectuses or other filings with treated as a consolidated subsidiary of Micrografx in the SECMicrografx Financial Statements for all periods covered thereby.

Reports and Financial Statements. Corel has made available to SoftQuad prior to the execution of this Agreement a true and complete copy of each form, report, schedule, registration statement, definitive proxy statement and other document (atogether with all amendments thereof and supplements thereto) Since December 31, 1995filed by Corel or any of its Subsidiaries with Canadian securities regulatory authorities and the SEC, the Company has timely filed all registration statementsTSE and Nasdaq since January 1, prospectuses, forms, reports and 2000 (as such documents and other filings required to be filed by it with have since the SEC under the rules and regulations time of the SEC (collectivelytheir filing been amended or supplemented, the "Company SEC Corel Reports"), which are all the documents (other than preliminary material) that Corel and its Subsidiaries were required to file with the SEC, Canadian securities regulatory authorities and the TSE since such date. As of their respective dates, such Company SEC reports the Corel Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act or Canadian securities laws and the rules and regulations promulgated thereunderTSE, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated interim financial statements (including, in each case, the notes, if any, thereto) included in the Company SEC Corel Reports (including any related the "Corel Financial Statements") complied as to form in all material respects with the published rules and regulations of the Canadian securities regulatory authorities with respect thereto, were prepared in accordance with generally accepted accounting principles in Canada ("Canadian GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and schedulesexcept with respect to unaudited statements as permitted by Canadian securities laws) and fairly present (subject, in the case of the unaudited interim financial statements, to the absence of certain footnotes and to normal, recurring year-end audit adjustments 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 the Company Corel and its consolidated Subsidiaries, subsidiaries as of at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods or then ended. Except as set forth in Section 4.05 of the dates then ended (subjectCorel Disclosure Letter, where appropriate, to normal year-end adjustments, which would not reasonably be expected to have each Subsidiary of Corel is treated as a Material Adverse Effect on the Company), in each case, in accordance with past practice and generally accepted accounting principles consolidated subsidiary of Corel in the United States ("GAAP") consistently applied during the Corel Financial Statements for all periods involved (except as otherwise disclosed in the notes thereto). The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reports, statements, prospectuses or other filings with the SECcovered thereby.

Reports and Financial Statements. (a) Since December 31, 1995, the Company Target has timely filed all -------------------------------- reports, registration statements, prospectuses, forms, reports and documents statements and other filings filings, together with any amendments required to be filed by made with respect thereto, that it has been required to file with the SEC under the rules Securities Act and regulations the Exchange Act. All reports, registration statements and other filings (including all notes, exhibits and schedules thereto and documents incorporated by reference therein) filed by Target with the SEC, together with any amendments thereto, are collectively referred to as the "Target SEC Reports." As of the SEC respective dates of their filing (collectivelyand, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) with the SEC, the "Company Target SEC Reports"). As of their respective dates, such Company SEC reports (i) Reports complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated of the SEC thereunder, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The audited Each of the consolidated financial statements and unaudited consolidated interim financial statements included in the Company SEC Reports (including any related notes and or schedules) included in the Target SEC Reports was prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be noted therein or in the notes or schedules thereto) and complied with the rules and regulations of the SEC, and such consolidated financial statements fairly present the consolidated financial position of the Company Target and its consolidated Subsidiaries, Subsidiaries as of the dates thereof and the results of their operations and operations, cash flows and changes in shareholders' equity for the periods or as of the dates then ended (subject, where appropriatein the case of the unaudited interim financial statements, to normal year-end adjustments, which would not reasonably be expected to have audit adjustments on a Material Adverse Effect on the Company), in each case, in accordance basis consistent with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes theretoperiods). The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reports, statements, prospectuses or other filings with the SEC.

Reports and Financial Statements. (a) Since December 31, 1995, the The Company has timely filed all -------------------------------- reports (including proxy statements) and registration statements, prospectuses, forms, reports and documents and other filings statements required to be filed by it with the SEC under the rules and regulations of the SEC since its initial public offering (collectively, the "Company ------- SEC Reports"). As The Company has previously furnished or made available to Parent ----------- true and complete copies of all the Company SEC Reports filed prior to the date hereof. None of the Company SEC Reports, as of their respective dates, such Company SEC reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder, and (ii) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances circum- stances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements Each of the balance sheets (including the related notes) included in the Company SEC Reports (including any related notes and schedules) fairly present presents fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries, Subsidiaries as of the respective dates thereof thereof, and the other related statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of their operations and cash flows the changes in financial position of the Company and its Subsidiaries for the respective periods or as of the respective dates then ended (set forth therein, all in conformity with generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted therein and subject, where appropriatein the case of the unaudited interim financial statements, to normal year-end adjustments, which would not reasonably be expected to have a Material Adverse Effect on the Company), in each case, in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). The books and records All of the Company and its Subsidiaries have beenSEC Reports, and are beingas of their respective dates, maintained complied as to form in all material respects in accordance with GAAP and any other applicable legal and accounting the requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reportsExchange Act, statements, prospectuses or other filings with the SECSecurities Act and the applicable rules and regulations thereunder.

Reports and Financial Statements. (a) Since December 31, 1995, the The Company has timely -------------------------------- filed all reports required to be filed with the SEC pursuant to the Exchange Act since March 26, 1996 (such reports, together with all registration statements, prospectuses, forms, reports prospectuses and documents and other filings required to be information statements filed by it with the SEC under the rules and regulations of the SEC (collectivelyCompany since March 26, 1996, being hereinafter collectively referred to as the "Company SEC Reports"), and has previously furnished Parent with true and complete copies of all such Company SEC Reports. As None of such Company SEC Reports, as of their respective dates, such Company SEC reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder, and (ii) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements As of their respective dates, all such Company SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act. Each of the balance sheets (including the related notes) included in the Company SEC Reports (including any related notes and schedules) fairly present presents the consolidated financial position of the Company and its consolidated Subsidiaries, the Subsidiaries as of the respective dates thereof thereof, and the other related statements (including the related notes) included therein fairly present the results of their operations and cash flows the changes in financial position of the Company and the Subsidiaries for the respective periods or as of the respective dates then ended set forth therein (subject, where appropriate, to normal year-end adjustments, which would not reasonably be expected to have a Material Adverse Effect on the Company), all in each case, in accordance conformity with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (involved, except as otherwise disclosed in the notes thereto). The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reports, statements, prospectuses or other filings with the SECnoted therein.

Reports and Financial Statements. (a) Since December 31, 1995, the The Company has timely filed all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements, prospectuses, forms, reports statements and documents and other filings proxy statements required to be filed by it with the SEC under the rules and regulations of the SEC Commission since January 1, 1997 (collectively, the "Company SEC Reports"). As The Company has previously furnished to Parent and Liberty true and complete copies of all the Company SEC Reports filed prior to the date hereof. None of the Company SEC Reports, as of their respective dates, such Company SEC reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder, and (ii) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited Each of the consolidated financial statements and unaudited consolidated interim financial statements balance sheets (including the related notes) included in the Company SEC Reports (including any related notes and schedules) fairly present presents fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries, Subsidiaries and Teligent as of the respective dates thereof thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of their operations and cash flows the changes in financial position of the Company and its Subsidiaries for the respective periods or as of the respective dates then ended (set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, where appropriatein the case of the unaudited interim financial statements, to normal year-end adjustments, which would not reasonably be expected to have a Material Adverse Effect on the Company), in each case, in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). The books and records All of the Company and its Subsidiaries have beenSEC Reports, and are beingas of their respective dates, maintained complied as to form in all material respects in accordance with GAAP and any other applicable legal and accounting the requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reportsExchange Act, statements, prospectuses or other filings with the SECSecurities Act and the applicable rules and regulations thereunder.

Reports and Financial Statements. (a) Since December 31, 1995, the Company The Purchaser Guarantor has timely filed all registration statements, prospectuses, forms, reports and documents and other filings required under the Exchange Act to be filed by it the Purchaser Guarantor with the SEC under the rules and regulations of the SEC since its initial public offering on August 13, 1998 (collectively, the "Company SEC Reports"). As None of the SEC Reports, as of their respective dates, such Company SEC reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder, and (ii) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements Each of the balance sheets (including the related notes) included in the Company SEC Reports (including any related notes and schedules) fairly present presents fairly, in all material respects, the consolidated financial position of the Company Purchaser Guarantor and its consolidated Subsidiaries, subsidiaries as of the respective dates thereof thereof, and the other related statements (including the related notes) included in the SEC Reports present fairly, in all material respects, the results of their operations and cash flows the changes in financial position of the Purchaser Guarantor and its subsidiaries for the respective periods or as of the respective dates then ended (set forth therein, all in conformity with generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted therein and subject, where appropriatein the case of the unaudited interim financial statements, to normal year-end adjustments, which would not reasonably be expected to have a Material Adverse Effect on the Company), in each case, in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). The books and records All of the Company and its Subsidiaries have beenSEC Reports, and are beingas of their respective dates, maintained complied as to form in all material respects in accordance with GAAP and any other applicable legal and accounting the requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reportsExchange Act, statements, prospectuses or other filings with the SECSecurities Act and the applicable rules and regulations thereunder.

Reports and Financial Statements. (a) Since December 31, 1995, the The Company has timely filed all registration statementsrequired reports, prospectusesschedules, forms, reports and documents statements and other filings documents required to be filed by it with the SEC under Securities and Exchange Commission (the rules and regulations of the SEC "SEC") since February 1, 1997 (collectively, including all exhibits thereto, the "Company COMPANY SEC ReportsREPORTS"). As No Subsidiary of the Company is required to file any form, report or other document with the SEC. None of the Company SEC Reports filed prior to the date of this Agreement (as of their respective datesdates or, such Company SEC reports (i) complied if amended or superseded by a filing prior to the date of this Agreement, then instead, as to form in all material respects with the applicable requirements of the Securities Actdate of such filing), the Exchange Act and the rules and regulations promulgated thereunder, and (ii) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated Each of the financial statements and unaudited consolidated interim financial statements (including the related notes) included in the Company SEC Reports (including any related notes and schedules) fairly present presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries, Subsidiaries as of the respective dates thereof and the results of their operations and cash flows or for the respective periods or as of the dates then ended set forth therein, all in conformity with (subject, where appropriate, to normal year-end adjustments, which would not reasonably be expected to have a Material Adverse Effect on the Company), and prepared in each case, all material respects in accordance with past practice and with) United States generally accepted accounting principles in the United States ("U.S. GAAP") consistently applied during the periods involved (except as otherwise disclosed noted therein, and subject, in the notes thereto). The books and records case of the unaudited interim financial statements, to normal and recurring year-end adjustments which are not expected to be material. All of such Company SEC Reports, as of their respective dates (and its Subsidiaries have beenas of the date of any amendment to the respective Company SEC Report), and are being, maintained complied as to form in all material respects in accordance with GAAP and any other the applicable legal and accounting requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reports, statements, prospectuses or other filings with Securities Act and the SECExchange Act.

Reports and Financial Statements. (a) Since December 31, 19951996, the Company Parent has timely filed all registration statements, prospectuses, forms, reports and documents and other filings that Parent was required to be filed by it file with the SEC under the rules and regulations of the SEC Commission (collectively, the "Company Parent SEC Reports"). As of their respective dates, such Company the Parent SEC reports (i) Reports complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the Exchange Act case may be, and the rules and regulations promulgated thereunderof the Commission thereunder applicable to such Parent SEC Reports. As of their respective dates, and (ii) the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements of Parent included in the Parent SEC Reports comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, and the financial statements included in the Company Parent SEC Reports have been prepared in accordance with United States generally accepted accounting principles (including any related "GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q under the Exchange Act) and schedules) fairly present the financial position of the Company Parent and its consolidated Subsidiaries, subsidiaries as of at the dates thereof and the results of their operations and cash flows changes in financial position for the periods or as of the dates then ended (ended, subject, where appropriatein the case of unaudited interim financial statements, to normal year-end adjustments, which would not reasonably be expected to have a Material Adverse Effect on the Company), in each case, in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP audit adjustments and any other applicable legal and accounting requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reports, statements, prospectuses or other filings with the SECadjustments described therein.

Reports and Financial Statements. (a) Since December 31, 1995, the Company Shurgard REIT has timely filed all registration statements, prospectuses, forms, reports and documents and other filings required to be filed by it with the SEC under the rules and regulations of the SEC since February 28, 1994 (collectively, the "Company “Shurgard REIT SEC Reports"”), and has previously furnished or made available to Management Company true and complete copies of all Shurgard REIT SEC Reports. As None of the Shurgard REIT SEC Reports, as of their respective datesdates (as amended through the date hereof), such Company SEC reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder, and (ii) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements Each of the balance sheets (including the related notes) included in the Company Shurgard REIT SEC Reports (including any related notes and schedules) fairly present presents fairly, in all material respects, the consolidated financial position of the Company Shurgard REIT and its consolidated Subsidiaries, Subsidiaries as of the respective dates thereof thereof, and the other related statements (including the related notes) included therein present fairly, in all material respects, the results of their operations and cash flows the changes in financial position of Shurgard REIT and its Subsidiaries for the respective periods or as of the respective dates then ended (set forth therein, all in conformity with generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted therein and subject, where appropriatein the case of the unaudited interim financial statements, to normal year-end adjustmentsadjustments and any other adjustments described therein. All the Shurgard REIT SEC Reports, which would not reasonably be expected to have a Material Adverse Effect on as of their respective dates (as amended through the Companydate hereof), in each case, in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). The books and records of the Company and its Subsidiaries have been, and are being, maintained complied in all material respects in accordance with GAAP and any other applicable legal and accounting the requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reports, statements, prospectuses or other filings with Exchange Act and the SECapplicable rules and regulations thereunder.

Reports and Financial Statements. (a) Since December 31, 1995, the Company Parent has timely filed all reports (including proxy statements) and registration statements, prospectuses, forms, reports and documents and other filings statements required to be filed by it with the SEC under the rules and regulations of the SEC since January 1, 1996 (collectively, the "Company Parent SEC Reports"). As Parent has previously furnished or made available to the Company true and complete copies of all Parent SEC Reports filed prior to the date hereof. None of the Parent SEC Reports, as of their respective dates, such Company SEC reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder, and (ii) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements Each of the balance sheets (including the related notes) included in the Company Parent SEC Reports (including any related notes and schedules) fairly present presents fairly, in all material respects, the consolidated financial position of the Company Parent and its consolidated Subsidiaries, Subsidiaries as of the respective dates thereof thereof, and the other related statements (including the related notes) included in the Parent SEC Reports present fairly, in all material respects, the results of their operations and cash flows the changes in financial position of Parent and its Subsidiaries for the respective periods or as of the respective dates then ended (set forth therein, all in conformity with generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted therein and subject, where appropriatein the case of the unaudited interim financial statements, to normal year-end adjustments, which would not reasonably be expected to have a Material Adverse Effect on the Company), in each case, in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). The books and records All of the Company and its Subsidiaries have beenParent SEC Reports, and are beingas of their respective dates, maintained complied as to form in all material respects in accordance with GAAP and any other applicable legal and accounting the requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reportsExchange Act, statements, prospectuses or other filings with the SECSecurities Act and the applicable rules and regulations thereunder.

Reports and Financial Statements. (ai) Since December 31, 1995, the Company LCI has timely filed all registration statementsrequired reports, prospectusesschedules, forms, reports and documents statements and other filings documents required to be filed by it with the SEC under Securities and Exchange Commission (the rules and regulations of the SEC "SEC") since January 1, 1997 (collectively, including all exhibits thereto, the "Company LCI SEC ReportsREPORTS"). As No Subsidiary of LCI is required to file any form, report or other document with the SEC. None of the LCI SEC Reports, as of their respective datesdates (and, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such Company SEC reports (i) complied as to form in all material respects with the applicable requirements of the Securities Actfiling), the Exchange Act and the rules and regulations promulgated thereunder, and (ii) did not 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 therein, in light of the circumstances under which they were made, not misleading. The audited consolidated Each of the financial statements and unaudited consolidated interim financial statements (including the related notes) included in the Company LCI SEC Reports (including any related notes and schedules) fairly present presents fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries, as of the dates thereof and the results of their operations and cash flows for the periods or of LCI and its Subsidiaries as of the respective dates then ended (subjector for the respective periods set forth therein, where appropriate, to normal year-end adjustments, which would not reasonably be expected to have a Material Adverse Effect on the Company), all in each case, in accordance conformity with past practice and United States generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed noted therein, and subject, in the notes thereto). The books and records case of the Company unaudited interim financial statements, to normal and its Subsidiaries recurring year-end adjustments that have been, not been and are beingnot expected to be material in amount. All of such LCI SEC Reports, maintained as of their respective dates (and as of the date of any amendment to the respective LCI SEC Report), complied as to form in all material respects in accordance with GAAP and any other the applicable legal and accounting requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reports, statements, prospectuses or other filings with Securities Act and the SECExchange Act and the rules and regulations promulgated thereunder.

Reports and Financial Statements. (a) Since December 31, 1995, the Company Gateway has timely filed all registration statementsrequired reports, prospectusesschedules, forms, reports and documents statements and other filings documents required to be filed by it with the SEC under the rules and regulations of the SEC since December 31, 2002 (collectively, including all exhibits thereto, the "Company “Gateway SEC Reports"”). As No Subsidiary of Gateway is required to file any form, report or other document with the SEC. None of the Gateway SEC Reports, as of their respective datesdates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such Company SEC reports (i) complied as to form in all material respects with the applicable requirements of the Securities Actfiling), the Exchange Act and the rules and regulations promulgated thereunder, and (ii) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated Each of the financial statements and unaudited consolidated interim financial statements (including the related notes) included in the Company Gateway SEC Reports (including any related notes and schedules) fairly present presents fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries, as of the dates thereof and the results of their operations and cash flows for the periods or of Gateway and its Subsidiaries as of the respective dates then ended (subjector for the respective periods set forth therein, where appropriate, to normal year-end adjustments, which would not reasonably be expected to have a Material Adverse Effect on the Company), all in each case, in accordance conformity with past practice and generally accepted accounting principles in the United States ("GAAP") GAAP consistently applied during the periods involved (except as otherwise disclosed noted therein, and subject, in the notes thereto). The books and records case of the Company unaudited interim financial statements, to normal and its Subsidiaries recurring year-end adjustments that have been, not been and are beingnot expected to be material in amount. All of such Gateway SEC Reports, maintained as of their respective dates, complied as to form in all material respects in accordance with GAAP and any other the applicable legal and accounting requirements and reflect only actual transactions. None of the Company's Subsidiaries is required to file any reportsSecurities Act and the Securities Exchange Act of 1934, statements, prospectuses or other filings with as amended (the SEC“Exchange Act”) and the rules and regulations promulgated thereunder.