Common use of Reports and Financial Statements Clause in Contracts

Reports and Financial Statements. The Company has previously furnished the Purchaser with true and complete copies, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K for the year ended December 31, 2004, as filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2004 (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 2004. As of their respective dates, such Company’s Commission Filings (as amended or supplemented) complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and 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 any unaudited interim financial statements of the Company included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, and have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) and fairly present in all material respects the financial position of the Company at the dates thereof and the results of its operations and its cash flows for the periods then ended.

Reports and Financial Statements. (a) The Company has previously furnished made available to Parent (including through the Purchaser with SEC’s XXXXX system) true and complete copies, as amended or supplemented, of copies of: (a) the following documents, to the extent not available on the XXXXX system (i) Company’s Annual Report on Form 10-K for the year ended December 31, 2004, as filed with the CommissionSEC for each of the years ended April 30, 2003 through 2005; (iib) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1the Company’s Quarterly Report on Form 10-Q filed with the SEC for the quarters ended July 31, 2005 and October 31, 2005; (iiic) all other reports or registration statements each definitive proxy statement filed by the Company with the SEC since December 31April 30, 2004 2003; (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted d) all of the documents required to be Current Reports on Form 8-K filed by the Company with the Commission SEC since December 31April 30, 20042003; and (e) each registration statement, prospectus and any amendments or supplements thereto filed by the Company with the SEC since April 30, 2003. 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 filing), such Company’s Commission Filings reports, proxy statements, registration statements, prospectuses, amendments and supplements (as amended or supplementedindividually a “Company SEC Report” and collectively, the “Company SEC Reports”) (a) complied as to form in all material respects with the applicable requirements of the Securities Act and Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the Commission promulgated thereunder, thereunder and (b) 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 any unaudited consolidated interim financial statements of included in the Company included in such Company’s Commission Filings comply SEC Reports (including any related notes and schedules) complied as to form form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto, and have been were prepared in accordance with GAAP consistently applied during the periods involved (except as may be indicated therein or otherwise disclosed in the notes thereto andthereto, and except that unaudited statements do not contain footnotes in the case of the quarterly financial statementssubstance or form required by GAAP, as is permitted by Form 10-Q under of the Exchange Act) and fairly present in all material respects presented the financial position of the Company at as of the dates thereof and the results of its operations and its cash flows for the periods or as of the dates then endedended (subject, where appropriate, to normal year-end adjustments). Since December 31, 2002, the Company has timely filed all reports and other filings required to be filed by it with the SEC under the rules and regulations of the SEC.

Reports and Financial Statements. The Company has previously furnished Except where failure to have done so did not and would not have a Material Adverse Effect on the Purchaser, the Purchaser with true and complete copies, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K for the year ended December 31, 2004, as has filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2004 (such reports, registration statements registrations and other filingsstatements, together with any required amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all of the documents that it was required to be filed by the Company file with the Commission since December 31SEC under the Securities Act and the Exchange Act, 2004including, but not limited to Forms 10-K, Forms 10-Q, Forms 8-K and proxy statements (collectively, the "LTC Reports"). As of their respective datesdates (but taking into account any amendments filed prior to Closing Date), such Company’s Commission Filings (as amended or supplementedi) the LTC Reports complied in all material respects with the requirements of the Securities Act and Act, the Exchange Act and all the rules and regulations promulgated by the SEC and (ii) none of the Commission promulgated thereunder, and did not contain LTC 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 any unaudited interim financial statements of the Company Purchaser included in such Company’s Commission Filings the LTC Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto, and have been prepared in accordance with GAAP consistently applied during the periods presented (except except, as may be indicated therein or in the notes thereto andnoted therein, or, in the case of the quarterly financial unaudited statements, as permitted by Form 10-Q under of the Exchange ActSEC) and fairly present (subject, in all material respects the case of the unaudited statements, to normal audit adjustments) the financial position of the Company at Purchaser and its consolidated subsidiaries as of the dates thereof and the results of its their operations and its their cash flows for the periods then ended.

Reports and Financial Statements. (i) The Company has previously furnished the Purchaser with true and complete copies, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K for the year ended December 31, 2004, as filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2004 (such required reports, registration schedules, forms, statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all of the documents required to be filed by it with the SEC since January 1, 1998 (collectively, including all exhibits thereto, the "Company SEC Reports"). None of the Company with the Commission since December 31SEC Reports, 2004. As as of their respective datesdates (and, such Company’s Commission Filings (as if amended or supplementedsuperseded 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 omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) included in the Company SEC Reports and the unaudited interim financial statements as of and for the twenty four weeks ended June 18, 1999 previously provided to Parent (the "Interim Financial Statements") present fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with U.S. generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments that have not been and are not expected to be material in amount and the absence of notes thereto. Such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective Company SEC Report), complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and 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 any unaudited interim financial statements of the Company included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, and have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) and fairly present in all material respects the financial position of the Company at the dates thereof and the results of its operations and its cash flows for the periods then ended.

Reports and Financial Statements. The Company has previously furnished the Purchaser with true and complete copiesfiled all forms, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K for the year ended December 31, 2004, as filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2004 (such reports, registration statements statements, and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all of the documents required to be filed by the Company it with the Securities and Exchange Commission ("SEC") since December 31January 1, 20041995 (such forms, reports, registration statements, and documents, together with any amendments thereto, are referred to as the "Company SEC Filings"). As of their respective dates, such Company’s Commission the Company SEC Filings (as amended or supplementedi) complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act of 1933 and the rules and regulations thereunder (the "1933 Act") and the Securities Exchange Act of 1934 and the Commission promulgated thereunderrules and regulations thereunder (the "1934 Act"), as the case 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 to make the statements made therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and any unaudited interim financial statements included or incorporated by reference in the Company SEC Filings, including but not limited to the Company's audited financial statements at and for the year ended December 31, 1997 (the "Company 1997 Financials"), (i) were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Company included in such Company’s Commission Filings comply SEC), (ii) complied as to form of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto, and have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actiii) and fairly present in all material respects the consolidated financial position of the Company at as of the dates thereof and the results of its operations income, cash flows, and its cash flows changes in shareholders' equity for the periods then endedinvolved (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which were not and are not expected, individually or in the aggregate, to have a Company Material Adverse Effect). The statements of earnings included in the audited or unaudited interim financial statements in the Company SEC Filings do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business required to be disclosed separately in accordance with GAAP, except as expressly specified in the applicable statement of operations or notes thereto.

Reports and Financial Statements. The Company (a) Since December 18, 1996, Seller has previously furnished filed all forms, reports and documents with the Purchaser Securities and Exchange Commission (the "Commission") required to be filed by it pursuant to the federal securities laws and the Commission rules and regulations thereunder, and all forms, reports and documents filed with the Commission by Seller have complied in all material respects with all applicable requirements of the federal securities laws and the Commission rules and regulations promulgated thereunder. Seller has, prior to the date of this Agreement, made available for review to Buyer true and complete copiescopies of all forms, as amended or supplementedreports, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K for the year ended December 31, 2004, as registration statements and other filings filed by Seller with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iii) all other reports or registration statements filed by the Company with the SEC Commission since December 3118, 2004 1996 (such forms, reports, registration statements and other filings, together with any exhibits, any amendments or supplements theretothereto and information incorporated by reference therein, are sometimes collectively referred to as the “COMPANY COMMISSION FILINGS”"Commission Filings"). The Company Commission Filings constituted all of Except to the documents required to be filed extent amended or superseded by the Company a subsequent filing with the Commission since December 31made prior to the date hereof, 2004. As as of their respective dates, such Company’s the Commission Filings (as amended or supplemented) complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and 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 balance sheets (and any unaudited interim financial related audited consolidated statements of operations, audited consolidated statement of shareholders' equity and audited consolidated statement of cash flows) for each of the Company years in the two-year period ended December 31, 1998 and the unaudited consolidated balance sheet (and related consolidated statement of operations, consolidated statement of shareholders' equity and consolidated statement of cash flows) as of September 30, 1999 (such statements, collectively, the "Financial Statements"), included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect theretoFilings, and have been were prepared in accordance with GAAP generally accepted accounting principles ("GAAP") (as in effect from time to time) applied on a consistent basis in all material respects, (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actor schedules thereto) and fairly present present, in all material respects respects, the consolidated financial position of the Company at Echelon and its consolidated subsidiaries as of the dates thereof and the results of its their operations and its changes in cash flows for the periods then endedended (subject, in the case of unaudited statements, to the absence of notes and normal year-end adjustments).

Reports and Financial Statements. (a) The Company has previously furnished delivered or made available upon request to the Purchaser with true and complete copies, as amended or supplemented, Purchasers prior to the execution of this Agreement a copy of the following documents, to the extent not available on the XXXXX system (i) Company's Annual Report on Form 10-K for the year ended December July 31, 20042001, as amended on Form 10-K/A filed on April 4, 2002, the Company's Quarterly Reports on Form 10-Q that have been filed for all quarters ended since July 31, 2001, as amended on Form 10-Q/A filed on April 5, 2002, the definitive proxy statement for the Company's 2001 annual meeting of stockholders and all Current Reports on Form 8-K filed since July 31, 2001, as such documents have since the time of their filing been amended or supplemented (together with all reports, documents and information hereafter filed with the CommissionSEC, (ii) proxy statements relating to including all meetings of its shareholders (whether annual or special) since June 1information incorporated therein by reference, 2005 and (iii) all other reports or registration statements filed by collectively, the Company with the "SEC since December 31, 2004 (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”Reports"). The Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 2004. As of their respective dates, such Company’s Commission Filings SEC Reports (as amended or supplementeda) complied and will comply as to form in all material respects with the requirements of the Securities Act and the Securities Exchange Act and of 1934, as amended (the rules and regulations of the Commission promulgated thereunder"Exchange Act"), and (b) did not contain and will 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 any unaudited interim consolidated financial statements of (including, in each case, the Company notes, if any, thereto) included in such Company’s Commission Filings the SEC Reports complied and will comply as to form in all material respects with applicable accounting requirements and the published SEC's rules and regulations of the Commission with respect thereto), and have been were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto andthereto) and fairly present (subject, in the case of the quarterly unaudited interim financial statements, as permitted by Form 10to normal, recurring year-Q under end audit adjustments not material and to the Exchange Actabsence of footnotes) and fairly present in all material respects the financial position and stockholders' equity of the Company at as of the respective dates thereof and the results of its operations and its consolidated cash flows for the respective periods then ended.

Reports and Financial Statements. The Company has previously furnished the Purchaser with true and complete copies, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K for Each of the year ended December 31Company, 2004Irvine Apartment Communities, as L.P., a Delaware limited partnership (the "OP"), and IAC Capital Trust, a Delaware business trust (the "Trust"), has filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2004 (such required reports, registration schedules, forms, statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all of the documents required to be filed by the Company it with the Commission since December 31SEC since, 2004in each case, the later of (i) January 1, 1996 and (ii) its formation (collectively, including all exhibits thereto, the "SEC Reports"). As No other Company Sub is required to file any form, report or other document with the SEC. None of the SEC Reports, as of their respective datesdates (and, such Company’s Commission Filings (as if amended or supplemented) complied in all material respects with superseded by a filing prior to the requirements date of this Agreement or of the Securities Act and Closing Date, then on the Exchange Act and the rules and regulations date of the Commission promulgated thereundersuch filing), and 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 made therein, in light of the circumstances under which they were made, not misleading. The audited Each of the financial statements (including the related notes) included in the SEC Reports presents fairly, in all material respects, (i) the consolidated financial statements position and any consolidated results of operations and cash flows of the Company and the OP and (ii) the financial position and results of operations and cash flows of the Trust, as of the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements statements, to normal year-end adjustments that have not been and are not expected to be material in amount. All of such SEC Reports, as of their respective dates (and as of the Company included in such Company’s Commission Filings comply date of any amendment to the respective SEC Report), complied as to form in all material respects with the applicable accounting requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published Exchange Act and the rules and regulations of the Commission with respect thereto, and have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) and fairly present in all material respects the financial position of the Company at the dates thereof and the results of its operations and its cash flows for the periods then endedpromulgated thereunder.

Reports and Financial Statements. The Company has previously furnished the Purchaser with true and complete copies, as amended or supplemented, Purchasers have obtained copies of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Company's Form 10-K K/A for the year ended December 31, 20041999, as filed the Company's Proxy Statement in connection with the Commission1999 Annual Meeting of Stockholders, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1the Company's Registration Statement on Form S-2/A, 2005 dated January 12, 2001, the quarterly report on Form 10-Q for the period ended September 30, 2000, and (iii) all other reports or registration statements a current report on Form 8-K dated August 8, 2000 filed by the Company with the SEC since December 31Securities and Exchange Commission (the "SEC"), 2004 in each case without exhibits thereto (such reports, registration statements and other filings, together collectively with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all filings of the documents required to be filed by the Company with the Commission since December 31SEC, 2004the "SEC Reports"). As of their respective filing dates, such Company’s Commission Filings (as amended or supplemented) complied the SEC Reports were prepared in all material respects in accordance with the requirements of the Securities Act and or the Exchange Act Act, as the case may be, and the rules and regulations of the Commission promulgated thereunderSEC thereunder applicable to such SEC Reports. The SEC Reports, when read as a whole, as updated by the Offering Memorandum, and did the Offering Memorandum when read together with the exhibits thereto, do not contain any untrue statement statements of a material fact or and do not 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 any unaudited interim financial statements of the Company included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, and SEC Reports have been prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actthereto) and fairly present present, in all material respects respects, the financial position of the Company as at the dates thereof and the results of its operations and its cash flows for the periods then endedended subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described in such financial statements.

Reports and Financial Statements. Except as set forth in Section 6.5 of the Disclosure Schedule, since December 31, 1995, the Company has filed with the SEC all material forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. The Company has previously furnished the Purchaser with true and complete copies, as amended or supplemented, made available to Parent copies of the following documents, to the extent not available on the XXXXX system its (ia) Annual Report Reports on Form 10-K for each of the year ended December 31, 2004two immediately preceding fiscal years, as filed with the CommissionSEC, (iib) proxy and information statements relating to all (i) any meetings of its shareholders stockholders (whether annual or special) since June 1, 2005 and (iiiii) actions by written consent in lieu of a stockholders' meeting from December 31, 1995 until the date hereof, and (c) all other reports reports, including quarterly reports, or registration statements filed by the Company with the SEC since December 31, 2004 1995 (such reportsother than Registration Statements filed on Form S-8) and (the documents referred to in clauses (a), registration statements (b) and other filings, together with any amendments or supplements thereto, (c) are collectively referred to as the “COMPANY COMMISSION FILINGS”"Company SEC Reports"). The Company Commission Filings constituted all At the time of the documents required to be filed by filing, the Company with the Commission since December 31, 2004. As of their respective dates, such Company’s Commission Filings (as amended or supplemented) complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and 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 any unaudited interim consolidated financial statements of the Company included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of Company SEC Reports (collectively, the Commission with respect thereto, and "Company Financial Statements") have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actthereto) and fairly present in all material respects the financial position of the Company at and its subsidiaries as of the dates thereof and the results of its their operations and its cash flows changes in financial position for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein.

Reports and Financial Statements. The Company has previously furnished the Purchaser with true and complete copies, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K for the year ended December 31, 2004, as filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June Since January 1, 2005 2003, Buyer has filed all reports and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2004 (such reports, registration statements and other filingsstatements, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all of the documents required to be filed by made with respect thereto, that it was required to file with (i) the Company with the Commission since December 31SEC, 2004including, but not limited to, Form 10-K, Forms 10-Q and proxy statements, and (ii) other regulatory authorities and (iii) applicable state securities or banking authorities. As of their respective dates, each of such Company’s Commission Filings (as amended or supplemented) reports and documents, including the Buyer financial statements included therein, exhibits, and schedules thereto, complied in all material respects with the requirements applicable laws. As of the Securities Act its respective date, each such report and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and document 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, made therein in light of the circumstances under which they were made, not misleading. The audited consolidated Since January 1, 2003, except for normal examinations conducted by the regulatory authorities in the regular course of the business of the Buyer and its subsidiaries, no regulatory authority has instituted any proceeding or, to the knowledge of Buyer, investigations into the business or operations of Buyer or its subsidiaries. Buyer financial statements and any unaudited interim financial statements of the Company included in such Company’s Commission Filings comply reports (excluding call reports), as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect theretodates thereof and for the periods covered thereby: (i) are or if dated after the date of this Agreement, and have been prepared will be, in accordance with GAAP the books and records of the Buyer, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in accordance with good business practices, and (except ii) present, or will present, fairly the consolidated financial position of the Buyer as of the dates indicated and the consolidated results of operation, changes in stockholders equity and cash flows of Buyer, on a consolidated basis, for the periods indicated in accordance with generally accepted accounting principles (subject to exceptions as to consistency specified therein or as may be indicated therein or in the notes thereto andthereto, or in the case of the quarterly interim financial statements, as permitted by Form 10to normal year-Q under the Exchange Act) and fairly present in all material respects the financial position of the Company at the dates thereof and the results of its operations and its cash flows for the periods then endedend adjustments that are not material).

Reports and Financial Statements. The Company has previously furnished the Purchaser with true and complete copiesfiled all forms, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K for the year ended December 31, 2004, as filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2004 (such reports, registration statements statements, and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all of the documents required to be filed by the Company it with the Securities and Exchange Commission ("SEC") since December 31October 11, 20041996 (such forms, reports, registration statements, and documents, together with any amendments thereto, are referred to as the "Company SEC Filings"). As of their respective dates, such Company’s Commission the Company SEC Filings (as amended or supplementedi) complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act of 1933 and the rules and regulations thereunder (the "1933 Act") and the Securities Exchange Act of 1934 and the Commission promulgated thereunderrules and regulations thereunder (the "1934 Act"), as the case 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 to make the statements made therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and any unaudited interim financial statements included or incorporated by reference in the Company SEC Filings, including but not limited to the Company's audited financial statements at and for the year ended December 31, 1998 (the "Company 1998 Financials"), (i) were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Company included in such Company’s Commission Filings comply SEC), (ii) complied as to form of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto, and have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actiii) and fairly present in all material respects the consolidated financial position of the Company at as of the dates thereof and the results of its operations income, cash flows, and its cash flows changes in stockholders' equity for the periods then endedinvolved (subject, in the case of unaudited statements, to normal and recurring year-end adjustments that were not and are not, individually or in the aggregate, expected to have a Company Material Adverse Effect). The statements of earnings included in the audited or unaudited interim financial statements in the Company SEC Filings do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business required to be disclosed separately in accordance with GAAP, except as expressly specified in the applicable statement of operations or notes thereto.

Reports and Financial Statements. The Parent has filed with the SEC, and has heretofore made available to the Company has previously furnished the Purchaser with true and complete copiescopies of, as amended or supplementedall forms, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K for the year ended December 31, 2004, as filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2004 (such reports, registration schedules, statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission it and its Subsidiaries since December 31, 20041993 under the Exchange Act or the Securities Act (as such documents have been amended since the time of their filing, collectively, the "Parent SEC Documents"). As of their respective datesdates or, such Company’s Commission Filings (if amended, as amended or supplemented) complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations date of the Commission promulgated thereunderlast such amendment, and the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (a) 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 misleadingmisleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The audited Each of the consolidated financial statements included in the Parent SEC Documents have been prepared from, and any unaudited interim financial statements are in accordance with, the books and records of the Company included in such Company’s Commission Filings Parent and/or its consolidated Subsidiaries, comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto, and have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actthereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company Parent and its consolidated Subsidiaries as at the dates thereof and the results of its operations and its cash flows or for the periods then endedpresented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments).

Reports and Financial Statements. The Company GSE has previously furnished the Purchaser with to Parent true and complete copiescopies of (a) all annual reports filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended or supplemented(the "Exchange Act"), of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K for the year ended December 31, 2004, as filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2004 1999, (such reports, registration statements b) GSE's quarterly and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all of the documents required to be reports filed by the Company with the Commission since December 31, 2004. As of their respective dates2002, such Company’s Commission Filings (as amended or supplementedc) complied in all material respects definitive proxy solicitation materials filed with the requirements Commission since December 31, 1999, and (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectively, the "Reports"). The consolidated financial statements of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports filed with the Securities Act and Commission by GSE under the Exchange Act were, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") and fairly present, or will present, the consolidated financial position for GSE and its subsidiaries as of the dates thereof and the rules consolidated results of their operations and regulations of changes in financial position for the Commission promulgated thereunder, periods then ended; and the Reports did not and will 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 GSE has filed with the Commission all Reports required to be filed by GSE under the Exchange Act and any unaudited interim financial statements the rules and regulations of the Company included in such Company’s Commission Filings comply as to form Commission. Each of the Reports has complied in all material respects with applicable accounting requirements and the published rules and regulations Exchange Act or the Securities Act of the Commission with respect thereto, and have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements1933, as permitted by Form 10-Q under the Exchange Act) and fairly present in all material respects the financial position of the Company at the dates thereof and the results of its operations and its cash flows for the periods then endedamended, as applicable.

Reports and Financial Statements. The Company has previously furnished filed with the Purchaser with SEC, and has heretofore made available to the Parent true and complete copiescopies of, as amended or supplementedall forms, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K for the year ended December 31, 2004, as filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2004 (such reports, registration schedules, statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission it and its Subsidiaries since December 31, 20041993 under the Exchange Act and the Securities Act (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective datesdates or, such Company’s Commission Filings (if amended, as amended or supplemented) complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations date of the Commission promulgated thereunderlast such amendment, and the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (a) 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 misleadingmisleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The audited Each of the consolidated financial statements included in the Company SEC Documents have been prepared from, and any unaudited interim financial statements are in accordance with, the books and records of the Company included in such Company’s Commission Filings and/or its consolidated Subsidiaries, comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto, and have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actthereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as at the dates thereof and the results of its operations and its cash flows or for the periods then endedpresented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments).

Reports and Financial Statements. The Company has previously furnished the Purchaser with true to Parent complete and complete accu- rate copies, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system its (i) Annual Transi- tional Report on Form 10-K for the year ended transitional period from July 1, 1996 to December 31, 2004, as filed with the Commission1996, (ii) proxy statements relating to all meetings of its shareholders stockholders (whether annual or special) since June 130, 2005 1996 and (iii) all other reports or registration statements statements, including Registration Statements on Form S-8, filed by the Company with the SEC since December 31June 30, 2004 1996 (such annual reports, proxy statements, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to herein as the “COMPANY COMMISSION FILINGS”"Company Reports"). The Company Commission Filings constituted Reports constitute all of the documents filed or required to be filed by the Company with the Commission SEC since December 31June 30, 20041996. As of their respective dates, such Company’s Commission Filings (as amended or supplemented) complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and Company 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 any unaudited interim financial statements of the Company included in such Company’s Commission Filings the Company Reports (to- gether, the "Financial Statements") (A) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto, and (B) have been prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") ap- plied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto andthereto, and in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), and (C) and fairly present in all material respects the consolidated financial position condition, results of operations and cash flows of the Company at and its consolidated subsidiaries as of the respective dates thereof and the results of its operations and its cash flows for the periods then endedreferred to therein.

Reports and Financial Statements. The Company has previously furnished the Purchaser with true and complete copiesfiled all forms, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K for the year ended December 31, 2004, as filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2004 (such reports, registration statements statements, and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all of the documents required to be filed by the Company it with the Securities and Exchange Commission ("SEC") since December 31January 1, 20041995 (such forms, reports, registration statements, and documents, together with any amendments thereto, are referred to as the "Company SEC Filings"). As of their respective dates, such Company’s Commission the Company SEC Filings (as amended or supplementedi) complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act of 1933, and the rules and regulations of thereunder (the Commission promulgated thereunder"1933 Act") and the 1934 Act, as the case 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 to make the statements made therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements included or incorporated by reference in the Company SEC Filings, including but not limited to the Company's audited financial statements at and any for the year ended June 30, 1998 (the "Company June 30, 1998 Financials"), and the unaudited interim financial statements of at and for periods commencing on or after July 1, 1998, included or incorporated by reference in the forms, reports, registration statements and other documents filed by the Company included with the SEC (i) were prepared in such Company’s Commission Filings comply accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q filed with the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), subject, in the case of unaudited interim financial statements, to form the absence of notes and to year-end adjustments, (ii) complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto, and have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actiii) and fairly present in all material respects the consolidated financial position of the Company at and its consolidated subsidiaries as of the dates thereof and the results consolidated income, cash flows, and changes in stockholders' equity of its operations the Company and its cash flows consolidated subsidiaries for the periods then endedinvolved, except as otherwise noted therein and subject, in the case of unaudited statements, to normal year-end audit adjustments. The statements of operations included in the audited or unaudited interim financial statements in the Company SEC Filings do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business required to be disclosed separately in accordance with generally accepted accounting principles, except as expressly specified in the applicable statement of operations or notes thereto.

Reports and Financial Statements. The (a) Since January 1, 2003, or the date of organization or acquisition if later, each ANB Company has previously furnished the Purchaser with true filed all reports and complete copies, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K for the year ended December 31, 2004, as filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2004 (such reports, registration statements and other filingsstatements, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all of the documents required to be filed by made with respect thereto, that it was required to file with (i) the Company with the Commission since December 31SEC, 2004including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statements, (ii) other Regulatory Authorities, and (iii) any applicable state securities or banking authorities. As of their respective dates, each of such Company’s Commission Filings (as amended or supplemented) reports and documents, including the ANB Financial Statements, exhibits, and schedules thereto, complied in all material respects with the requirements all applicable Laws, including without limitation Securities Laws. As of the Securities Act its respective date, each such report and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and document 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 consolidated financial statements and any unaudited interim financial statements of the Company ANB Financial Statements included in such Company’s Commission Filings comply reports (as to form of the dates thereof and for the periods covered thereby) (i) are or if dated after the date of this Agreement, will be, in all material respects accordance with applicable accounting requirements the books and records of the ANB Companies, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in accordance with good business practices, and (ii) present, or will present, fairly the consolidated financial position of the ANB Companies as of the dates indicated and the published rules consolidated results of operations, changes in stockholders’ equity, and regulations cash flows of the Commission with respect theretoANB Companies for the periods indicated, and have been prepared in accordance with GAAP (except subject to exceptions as to consistency specified therein or as may be indicated therein or in the notes thereto andor, in the case of the quarterly interim financial statements, as permitted by Form 10to normal year-Q under the Exchange Act) and fairly present in all material respects the financial position of the Company at the dates thereof and the results of its operations and its cash flows for the periods then endedend adjustments that are not material).

Reports and Financial Statements. The Since January 1, 1996, -------------------------------- the Company has previously furnished the Purchaser with true and complete copies, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K for the year ended December 31, 2004, as timely filed with the CommissionSEC all forms, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2004 (such reports, registration schedules, statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all of the documents required to be filed by it under the Securities Act or the Exchange Act (such documents, as supplemented or amended since the time of filing, the "Company with the Commission since December 31, 2004SEC Reports"). As of their respective dates, such Company’s Commission Filings the Company SEC Reports, including without limitation, any financial statements or schedules included or incorporated by reference therein, at the time filed (as amended or supplementedand, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) (a) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunderAct, and (b) 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 any unaudited consolidated interim financial statements of included or incorporated by reference in the Company included in such Company’s Commission Filings comply as to form SEC Reports (including any related notes and schedules) fairly present, in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect theretorespects, and have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) and fairly present in all material respects the financial position of the Company at and its consolidated Subsidiaries as of the dates thereof and the results of its their operations and its their cash flows for the periods then endedset forth therein, 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 and subject, where appropriate, to normal year-end adjustments that would not be material in amount or effect).

Reports and Financial Statements. The Company Rent-Way has previously furnished the Purchaser with true and complete copies, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K for the year ended December 31, 2004, as timely filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2004 (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all of the documents required to be filed by the Company with the Securities and Exchange Commission (the "SEC") pursuant to the Exchange Act since December 31October 1, 20041997 (collectively, the "Rent-Way SEC Reports"). As of their respective dates, such Company’s Commission Filings (as amended or supplemented) the Rent-Way SEC Reports complied in all material respects with the requirements of the Securities Act and or the Exchange Act Act, as the case may be, and the rules and regulations of the Commission SEC promulgated thereunderthereunder applicable to such Rent-Way SEC Reports. None of 6 8 such Rent-Way SEC Reports, and 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 any cash flows and unaudited interim financial statements of the Company included in such Company’s Commission Filings comply the Rent-Way SEC Reports complied as to form form, as of their respective dates of filing with the SEC, in all material respects respects, with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto, and have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) and fairly present in all material respects presented the consolidated financial position of the Company at the dates thereof and the results of its operations and the changes in financial position of Rent-Way and its cash flows consolidated subsidiaries as of the respective dates or for the respective periods then ended.set forth therein, all in conformity with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as otherwise noted therein. Section 4.7

Reports and Financial Statements. The Company Parent has previously furnished the Purchaser with true filed all forms, reports, registration statements, and complete copies, as amended or supplemented, of the following documents, other documents required to the extent not available on the XXXXX system (i) Annual Report on Form 10-K for the year ended December 31, 2004, as filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iii) all other reports or registration statements be filed by the Company it with the SEC since December 31October 1, 2004 1994 (such forms, reports, registration statements and other filingsdocuments, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”"Parent SEC Filings"). The Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 2004. As of their respective dates, such Company’s Commission the Parent SEC Filings (as amended or supplementedi) complied as to form in all material respects with the applicable requirements of the Securities 1933 Act and the Exchange Act and 1934 Act, as the rules and regulations of the Commission 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 to make the statements made therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements included or incorporated by reference in the Parent SEC Filings, including but not limited to Parent's audited financial statements at and any for the year ended September 30, 1998 (the "Parent September 30, 1998 Financials"), and the unaudited interim financial statements at and for periods commencing on or after October 1, 1998 included or incorporated by reference in the forms, reports, registration statements and other documents filed by Parent with the SEC (i) were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q filed with the Company included SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in such Company’s Commission Filings comply the notes thereto) subject, in the case of unaudited interim financial statements, to the absence of notes and to year-end adjustments, (ii) complied as to form of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto, and have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actiii) and fairly present in all material respects the consolidated financial position of the Company at Parent and its consolidated Subsidiaries as of the dates thereof and the results consolidated income, cash flows, and changes in shareholders' equity of its operations Parent and its cash flows consolidated Subsidiaries for the periods then endedinvolved, except as otherwise noted therein and subject, in the case of unaudited statements, to normal year-end audit adjustments. The statements of operations included in the audited or unaudited interim financial statements in the Parent SEC Filings do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business required to be disclosed separately in accordance with generally accepted accounting principles, except as expressly specified in the applicable statement of operations or notes thereto.

Reports and Financial Statements. The Company has previously furnished the Purchaser with true Complete and complete accurate copies, as amended or supplemented, of the following documents, have been made available to the extent not available on the XXXXX system Seller of: (ia) Annual Report Parent's Registration Statement on Form 10-K for the year ended December 31, 2004S-1, as amended and filed with the CommissionSecurities and Exchange Commission (the "SEC") as of August 3, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 2000; and (iiib) all other reports or registration statements filed by Parent under Section 13 or subsections (a) or (c) of Section 14 of the Company Securities Exchange Act of 1934, as amended (the "Exchange Act") with the SEC since December 31, 2004 such date (such reports, registration statements the reports listed in subsections (a) and other filings, together with any amendments or supplements thereto, (b) are collectively referred to herein as the “COMPANY COMMISSION FILINGS”"Parent Reports"). The Company Commission Filings constituted Parent Reports constitute all of the documents required to be filed by Parent under Section 13 or subsections (a) or (c) of Section 14 of the Company Exchange Act with the Commission since December 31SEC from August 3, 20042000 through the date of this Agreement. As of their respective dates, such Company’s Commission Filings (as amended or supplemented) The Parent Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder when filed. As of their respective dates, the Commission promulgated thereunder, and Parent 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 any unaudited interim financial statements of the Company included in such Company’s Commission Filings comply the Parent Reports (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect theretothereto when filed, and have been (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto andthereto, and in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position condition, results of operations and cash flows of Parent, as of the Company at the respective dates thereof and the results of its operations and its cash flows for the periods then endedreferred to therein, and (iv) are consistent with the books and records of Parent.

Reports and Financial Statements. The Company (a) Purchaser has previously furnished the Purchaser with true and complete copiesfiled all required registration statements, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K for the year ended December 31, 2004, as filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2004 (such reports, registration schedules, forms, statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all of the documents required to be filed by the Company it with the Commission SEC since December 31January 1, 20042004 (collectively, as they have been amended since the time of their filing and including all exhibits thereto, the “Purchaser SEC Reports”). As None of the Purchaser SEC Reports, as of their respective datesdates (and, such Company’s Commission Filings (as if amended or supplemented) complied in all material respects with superseded by a filing prior to the requirements date of this Agreement or the Securities Act and Closing Date, then on the Exchange Act and the rules and regulations date of the Commission promulgated thereundersuch filing), and 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 financial statements (including the related notes) included in the Purchaser SEC Reports presents fairly, in all material respects, the consolidated financial statements position and any consolidated results of operations and cash flows of Purchaser as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack footnote disclosure. All of such Purchaser SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the Company included in such Company’s Commission Filings comply date of any amendment to the respective Purchaser SEC Report), complied as to form in all material respects with the applicable accounting requirements of the Securities Act and the published Exchange Act and the rules and regulations of the Commission with respect thereto, and have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) and fairly present in all material respects the financial position of the Company at the dates thereof and the results of its operations and its cash flows for the periods then endedpromulgated thereunder.

Reports and Financial Statements. (a) The Company has previously furnished made available to Purchaser prior to the Purchaser with true and complete copies, as amended or supplemented, execution of this Agreement a copy of the following documents, to the extent not available on the XXXXX system (i) Company’s Annual Report on Form 10-K for the year ended December 31, 20042002, as the Company’s Quarterly Reports on Form 10-Q that have been filed with the Commission, (ii) proxy statements relating to for all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iii) all other reports or registration statements filed by the Company with the SEC quarters ended since December 31, 2004 2002, the definitive proxy statement for the Company’s 2003 annual meeting of stockholders, if filed with the Commission as of the date hereof, and any Current Reports on Form 8-K filed since December 31, 2002 (as such documents have since the time of their filing been amended or supplemented) together with all reports, registration statements documents and other filingsinformation hereafter filed with the SEC, together with any amendments or supplements theretoincluding all information incorporated therein by reference (collectively, are collectively referred to as the “COMPANY COMMISSION FILINGSSEC Reports”). The Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 2004. As of their respective dates, such Company’s Commission Filings SEC Reports (as amended or supplementeda) complied and will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunderAct, and (b) did not contain and will 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 any unaudited interim consolidated financial statements of (including, in each case, the Company notes, if any, thereto), if any, included in such Company’s Commission Filings the SEC Reports complied and will comply as to form in all material respects with applicable accounting requirements and the published SEC’s rules and regulations of the Commission with respect thereto), and have been were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto andthereto) and fairly present (subject, in the case of the quarterly unaudited interim financial statements, as permitted by Form 10to normal, recurring year-Q under end audit adjustments not material and to the Exchange Actabsence of footnotes) and fairly present in all material respects the financial position and stockholders’ equity of the Company at as of the respective dates thereof and the results of its operations consolidated earnings and its cash flows for the respective periods then ended.

Reports and Financial Statements. The Company has previously furnished made available to the Purchaser with true complete and complete accurate copies, as amended or supplemented, of its (a) Quarterly Reports on Form 10-Q for the following documentsfiscal quarters ended March 31, to 1999, June 30, 1999 and September 30, 1999, as filed with the extent not available Securities and Exchange Commission (the "Commission"), (b) Current Reports on the XXXXX system Form 8-K dated February 9, 1999, February 18, 1999, March 29, 1999, April 2, 1999, May 10, 1999, June 4, 1999 and July 2, 1999 and (ic) Annual Report on Form 10-K for the fiscal year ended December 31, 20041998, as filed with the Commissionamended, (iisuch reports described in the immediately preceding clauses (a), (b) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iiic) all other reports or registration statements filed by the Company with the SEC since December 31, 2004 (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to herein as the “COMPANY COMMISSION FILINGS”"Company Reports"). The Company Commission Filings constituted Reports constitute all of the documents required to be filed by the Company under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the Commission since December 31, 20041998. As of their respective dates, such Company’s Commission Filings (as amended or supplemented) complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and Company Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein herein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Since the date of the latest filed Company Report, the Company has not been required to file a Current Report on Form 8-K under the Exchange Act. The audited consolidated financial statements and any unaudited interim financial statements of the Company included in such Company’s Commission Filings the Company Reports (i) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, and (ii) have been prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto andthereto, and in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position condition, results of operations and cash flows of the Company at as of the respective dates thereof and the results of its operations and its cash flows for the periods then endedreferred to therein, and (iv) are substantially consistent with the books and records of the Company.

Reports and Financial Statements. The Since June 30, 1996, the Company has previously furnished the Purchaser with true and complete copies, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K for the year ended December 31, 2004, as filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2004 (such reports, registration statements statements, prospectuses and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all of the documents filings required to be filed by the Company it with the Securities and Exchange Commission since December 31, 2004(the "SEC") under the rules and regulations of the SEC. As of their respective dates, such Company’s Commission Filings reports, statements, prospectuses and other filings (collectively, the "Company SEC Reports") filed with the SEC prior to the date of this Agreement (i) complied, and each Company SEC Report filed with the SEC on or after the date of this Agreement (collectively, the "Subsequent SEC Reports") will comply, as amended or supplemented) complied to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act and and, in each case, the rules and regulations of the Commission promulgated thereunderthereunder and (ii) did not, and did not each Subsequent SEC Report will not, at the time of filing, 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 any unaudited consolidated interim financial statements of included in the Company included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements SEC Reports (including any related notes and the published rules and regulations of the Commission with respect thereto, and have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actschedules) and fairly present in all material respects the financial position of the Company at and its consolidated Subsidiaries as of the dates thereof and the results of its operations and its cash flows for the periods or as of the dates then endedended (subject, in the case of the unaudited interim financial statements, to normal recurring year-end adjustments and any other adjustments described therein), in each case, in accordance with generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed therein or in the notes thereto). None of the Company's Subsidiaries is required to file any reports, statements, prospectuses or other filings with the SEC.

Reports and Financial Statements. The Company has previously furnished delivered to the Purchaser with Purchasers true and complete copies, as amended or supplemented, copies of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Company's Form 10-K for the year ended December 31, 20041998, as filed the Company's Proxy Statement in connection with the Commission, (ii) proxy statements relating to 1999 Annual Meeting of Stockholders and all meetings of its shareholders (whether annual or special) since June 1, 2005 Forms 10-Q and (iii) all other reports or registration statements 8-K filed by the Company with the Securities and Exchange Commission (the "SEC") after January 1, 1999, in each case without exhibits thereto (the "SEC since December 31, 2004 (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”Reports"). The Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 2004. As of their respective filing dates, such Company’s Commission Filings (as amended or supplemented) complied the Company SEC Reports were prepared in all material respects in accordance with the requirements of the Securities Act and or the Exchange Act Act, as the case may be, and the rules and regulations of the Commission promulgated thereunderSEC thereunder applicable to such Company SEC Reports. The Company SEC Reports, and did when read as a whole, as updated by the Offering Circular, do not contain any untrue statement statements of a material fact or and do not 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 any unaudited interim financial statements of the Company included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, and Company SEC Reports have been prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actthereto) and fairly present present, in all material respects respects, the financial position of the Company as at the dates thereof and the results of its operations and its cash flows for the periods then ended.ended subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described in such financial statements. 4

Reports and Financial Statements. The Company has previously furnished or made available to the Purchaser with true complete and complete accurate copies, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system its (i) Annual Report on Form 10-K for the fiscal year ended December 31September 30, 20041997, as filed with the CommissionSecurities and Exchange Commission (the "SEC"), (ii) proxy statements relating to all meetings of its shareholders Quarterly Reports on Form 10-Q for the quarter ended December 31, 1997, March 31, 1998 and June 30, 1998, as filed with the SEC, (whether annual or specialiii) since June 1its Current Report on Form 8-K dated November 14, 2005 1997, as amended by a Form 8-K/A dated December 23, 1997, as filed with the SEC and (iiiiv) all other reports or registration statements filed by the Company with the SEC since December 31September 30, 2004 1997 (such reports, registration reports and statements and other filings, together with any amendments or supplements thereto, are collectively referred to herein as the “COMPANY COMMISSION FILINGS”"Company Reports"). The Company Commission Filings constituted Reports constitute all of the documents required to be filed by the Company under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the Commission SEC since December 31September 30, 20041997. As of their respective dates, such Company’s Commission Filings (as amended or supplemented) complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and Company 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 any unaudited interim financial statements of the Company included in such Company’s Commission Filings the Company Reports (i) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto, and (ii) have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto andthereto, and in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position condition, results of operations and cash flows of the Company at as of the respective dates thereof and the results of its operations and its cash flows for the periods then endedreferred to therein, and (iv) are consistent with the books and records of the Company.

Reports and Financial Statements. The Company has previously furnished delivered to the Purchaser with true and complete copies, as amended or supplemented, Purchasers prior to the execution of this Agreement a copy of the following documentsCompany's Annual Report for the year ended September 30, to 2000, the extent not available on the XXXXX system (i) Annual Company's Transitional Report on Form 10-K for the year ended December 31, 2004, as filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June transition period from October 1, 2005 2000 to February 28, 2001, the Company's Quarterly Report on Form 10-Q for the quarter ended November 30, 2001, the definitive proxy statement for the Company's 2001 annual meeting of stockholders and all Current Reports on Form 8-K filed since February 28, 2001 (iii) all other reports as such documents have since the time of their filing been amended or registration statements filed by supplemented, the Company with the "SEC since December 31, 2004 (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”Reports"). The Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 2004. As of their respective dates, such Company’s Commission Filings SEC Reports (as amended or supplementeda) complied as to form in all material respects with the requirements of the Securities Act and the Exchange Act and of 1934, as amended (the rules and regulations of the Commission promulgated thereunder"Exchange Act"), and (b) 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 any unaudited interim consolidated financial statements of (including, in each case, the Company notes, if any, thereto) included in such Company’s Commission Filings comply the SEC Reports complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto, and have been were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, and except with respect to unaudited statements as permitted by Form 10-Q under of the Exchange ActSEC) and fairly present (subject, in all the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments not material respects in amount or effect and the absence of footnotes) the consolidated financial position of the Company as at the respective dates thereof and the consolidated results of its operations and its cash flows for the respective periods then ended.

Reports and Financial Statements. The Company has previously furnished the Purchaser with true and complete copies, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K for the year ended December 31, 2004, as timely filed with the CommissionSEC all forms, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2004 (such reports, registration schedules, statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission it since December 31, 20041999 under the Securities Act or the Exchange Act (such documents, as supplemented or amended since the time of filing, the "Company SEC Reports"). As of their respective dates, such Company’s Commission Filings the Company SEC Reports, including without limitation, any financial statements or schedules included or incorporated by reference therein, at the time filed (as amended or supplementedand, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and (including requirements as to the rules and regulations filing of the Commission promulgated thereunderexhibits), 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 any unaudited consolidated interim financial statements of included or incorporated by reference in the Company included in such Company’s Commission Filings comply as to form SEC Reports (including any related notes and schedules) fairly present, in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect theretorespects, and have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) and fairly present in all material respects the financial position of the Company at and its consolidated Subsidiaries as of the dates thereof and the results of its their operations and its their cash flows and other information included therein for the periods then endedset forth therein, 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 and subject, in the case of interim financial statements, where appropriate, to normal year-end adjustments that would not, individually or in the aggregate, be material in amount or effect).

Reports and Financial Statements. The Company has previously furnished the Purchaser with true and complete copiesfiled all forms, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K for the year ended December 31, 2004, as filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2004 (such reports, registration statements statements, and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all of the documents required to be filed by the Company it with the Securities and Exchange Commission ("SEC") since December 31January 1, 20041996 (such forms, reports, registration statements, and documents, together with any amendments thereto, are referred to as the "Company SEC Filings"). As of their respective dates, such Company’s Commission the Company SEC Filings (as amended or supplementedi) complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act of 1933 and the rules and regulations thereunder (the "1933 Act") and the Securities Exchange Act of 1934 and the Commission promulgated thereunderrules and regulations thereunder (the "1934 Act"), as the case 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 to make the statements made therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and any unaudited interim financial statements of included or incorporated by reference in the Company included SEC Filings, including but not limited to the Company's audited financial statements at and for the year ended December 31, 1997 (the "Company 1997 Financials"), (i) were prepared in such Company’s Commission Filings comply accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as to form may be indicated therein or in the notes thereto), (ii) complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto, and have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actiii) and fairly present in all material respects the consolidated financial position of the Company at as of the dates thereof and the results of its operations income, cash flows, and its cash flows changes in shareholders' equity for the periods then endedinvolved. The statements of earnings included in the audited or unaudited interim financial statements in the Company SEC Filings do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business, except as expressly specified in the applicable statement of operations or notes thereto. Prior to the date hereof, the Company has delivered to Parent complete and accurate copies of all Company SEC Filings since January 1, 1995. The Company has filed in a timely manner all reports required to be filed by it pursuant to Sections 13, 14, or 15(d) of the 1934 Act.

Reports and Financial Statements. (a) The Company Buyer has previously furnished to the Purchaser with true Company complete and complete accurate copies, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system its (i) Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1997 and December 31, 1997, (ii) Annual Report on Form 10-K for the fiscal year ended December 31June 30, 20041997, each as filed with the CommissionSecurities and Exchange Commission (the "SEC"), (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iii) all --- other reports or registration statements filed by the Company Buyer under Section 13 of the Exchange Act with the SEC since December 31June 30, 2004 1997 through the Closing Date (such reports, registration statements and other filings, together with any amendments or supplements thereto, reports are collectively referred to herein as the “COMPANY COMMISSION FILINGS”"Buyer Reports"). The Company Commission Filings constituted Buyer Reports constitute all of ------------- the documents required to be filed by the Company Buyer under the Exchange Act with the Commission SEC since December 31June 30, 20041997. As of their respective dates, such Company’s Commission Filings (as amended or supplemented) complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and 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 audited consolidated financial statements and any unaudited interim financial statements of the Company Buyer included in such Company’s Commission Filings the Buyer Reports (i) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto, and (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto andthereto, and in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position condition, results of operations and cash flows of the Company at Buyer as of the respective dates thereof and the results of its operations and its cash flows for the periods then endedreferred to therein, and (iv) are consistent with the books and records of the Buyer. Since December 31, 1997 Buyer has not, except as disclosed in Schedule 4.06, made or suffered any change in, or condition affecting, its condition (financial or otherwise), properties, profitability, prospects or operations other than changes, events or conditions in the ordinary course of Buyer's business none of which (individually or in the aggregate) has had or may have a material adverse effect on its business, financial condition, properties, profitability, prospects or operations.

Reports and Financial Statements. The Since January 1, 2003, or the date of organization or acquisition if later, each ANB Company has previously furnished the Purchaser with true filed all reports and complete copies, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K for the year ended December 31, 2004, as filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2004 (such reports, registration statements and other filingsstatements, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all of the documents required to be filed by made with respect thereto, that it was required to file with (i) the Company with the Commission since December 31SEC, 2004including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statements, (ii) other Regulatory Authorities, and (iii) any applicable state securities or banking authorities. As of their respective dates, each of such Company’s Commission Filings (as amended or supplemented) reports and documents, including the ANB Financial Statements, exhibits, and schedules thereto, complied in all material respects with the requirements all applicable Laws, including without limitation Securities Laws. As of the Securities Act its respective date, each such report and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and document 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 consolidated financial statements and any unaudited interim financial statements of the Company ANB Financial Statements included in such Company’s Commission Filings comply reports (as to form of the dates thereof and for the periods covered thereby) (i) are or if dated after the date of this Agreement, will be, in all material respects accordance with applicable accounting requirements the books and records of the ANB Companies, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in accordance with good business practices, and (ii) present, or will present, fairly the consolidated financial position of the ANB Companies as of the dates indicated and the published rules consolidated results of operations, changes in stockholders’ equity, and regulations cash flows of the Commission with respect theretoANB Companies for the periods indicated, and have been prepared in accordance with GAAP (except subject to exceptions as to consistency specified therein or as may be indicated therein or in the notes thereto andor, in the case of the quarterly interim financial statements, to normal year-end adjustments that are not material). PricewaterhouseCoopers LLP is and has been (i) since October 22, 2003, a registered public accounting firm (as permitted defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx Act of 2002, and (ii) throughout the periods covered by Form 10the financial statements filed with the SEC by ANB, “independent” with respect to ANB within the meaning of Regulation S-Q X under the Exchange 1934 Act. ANB and its Subsidiaries have designed and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and fairly present 15d-15(f) under the 1000 Xxx) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in all accordance with GAAP. Since June 30, 2005, there has not been any material respects change in the internal controls utilized by ANB to assure that its consolidated financial position statements conform with GAAP. ANB has designed and maintains disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the 1000 Xxx) to ensure that material information required to be disclosed by ANB in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to ANB’s management as appropriate to allow timely decisions regarding required disclosures and to allow ANB’s management to make the certifications of the Chief Executive Officer and Chief Financial Officer of ANB required under the 1934 Act. Absence of Undisclosed Liabilities. No ANB Company at has any Liabilities that are reasonably likely to have, individually or in the dates thereof aggregate, a Material Adverse Effect on ANB, except Liabilities accrued or reserved against in the consolidated balance sheets of ANB as of March 31, 2006, included in the ANB Financial Statements or reflected in the notes thereto. No ANB Company has incurred or paid any Liability since March 31, 2006, except for such Liabilities incurred or paid in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the results of its operations and its cash flows for the periods then endedaggregate, a Material Adverse Effect on ANB.

Reports and Financial Statements. The Company Parent has previously furnished the Purchaser with to NextPoint true and complete copies, as amended or supplemented, correct copies of the following documents, to the extent not available on the XXXXX system (i) Annual its Prospectus dated August 12, 1999 filed pursuant to Rule 424(b) of the Securities Act; (ii) its Quarterly Report on Form 10-K Q for the year period ended September 30, 1999, (iii) its Quarterly Report on Form 10-Q for the period ended December 31, 2004, as filed with the Commission1999, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iiiiv) all other reports or registration statements filed by the Company it with the SEC Securities and Exchange Commission (the "COMMISSION") under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") since December 31January 1, 2004 2000 and (such reports, registration statements v) Parent hereby agrees to furnish to NextPoint true and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted correct copies of all of the documents required to be reports filed by the Company it with the Commission since December 31after the date hereof prior to the Closing all in the form (including exhibits) so filed (collectively, 2004the "REPORTS"). As of their respective dates, such Company’s Commission Filings (as amended or supplemented) the Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the then applicable published rules and regulations of the Commission promulgated thereunder, with respect thereto and 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 any unaudited interim financial statements of the Company Parent included in such Company’s Commission Filings comply the Reports (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect theretothereto when filed, and have been (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto andtherein, and in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position condition, results of operations and cash flows of Parent as of the Company at the respective dates thereof and the results of its operations and its cash flows for the periods then endedreferred to therein, and (iv) are consistent with the books and records of Parent.

Reports and Financial Statements. The Company Since June 26, 1998, Parent has previously furnished filed with the Purchaser with true Securities and complete copiesExchange Commission (the "SEC") all forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be filed by it under each of the Securities Act of 1933, as amended or supplemented(the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the respective rules and regulations thereunder, all of which, as amended if applicable, complied in all material respects with all applicable requirements of the following documents, appropriate act and the rules and regulations thereunder. Parent has previously delivered to the extent not available on the XXXXX system Company copies of its (ia) Annual Report on Form 10-K for the fiscal year ended December 31June 26, 20041998, as filed with the CommissionSEC, (iib) proxy and information statements relating to (i) all meetings of its shareholders (whether annual or special) since June 1), 2005 and (iiiii) actions by written consent in lieu of a shareholders' meeting from June 26, 1998 until the date hereof, and (c) all other reports reports, including quarterly reports, or registration statements filed by the Company Parent with the SEC since December 31June 26, 2004 1998 (such reportsother than Registration Statements filed on Form S-8) (clauses (a), registration statements (b) and other filings, together with any amendments or supplements thereto, (c) are herein collectively referred to as the “COMPANY COMMISSION FILINGS”"Parent SEC Reports"). The Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 2004. As of their respective dates, such Company’s Commission Filings (as amended or supplemented) complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and 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 any unaudited interim consolidated financial statements of the Company Parent included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and reports (collectively, the published rules and regulations of the Commission with respect thereto, and "Parent Financial Statements") have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actthereto) and fairly present in all material respects the financial position of the Company at Parent and its subsidiaries as of the dates thereof and the results of its their operations and its cash flows changes in financial position for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein.

Reports and Financial Statements. (a) The Company Parent has previously furnished to the Purchaser with true Company complete and complete accurate copies, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system its (ia) Annual Report on Form 1020-K F for the year ended December 31, 2004fiscal years 1996 and 1997, as filed with the CommissionSEC, and any amendments thereto, (iib) proxy statements relating to all meetings of its shareholders stockholders (whether annual or special) since June January 1, 2005 1996 and (iiic) all other reports or registration statements filed by pursuant to the Company with the SEC Exchange Act since December 31January 1, 2004 1996 (such annual reports, registration proxy statements and other filings, together with any amendments or supplements thereto, are collectively referred to herein as the “COMPANY COMMISSION FILINGS”"Parent Reports"). The Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 2004. As of their respective dates, such Company’s Commission Filings (as amended or supplemented) complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and Parent 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 statements, and any unaudited interim financial statements schedules (if any) of the Company Parent included in such Company’s Commission Filings the Parent Reports (together, the "Parent Financial Statements") (i) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto, and (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto andthereto), in (iii) fairly present the case consolidated financial condition, results of operations and cash flows of the quarterly financial statementsParent and each of its subsidiaries as of the respective dates thereof and for the periods referred to therein, as permitted by Form 10-Q under the Exchange Actand (iv) and fairly present are consistent in all material respects with the financial position books and records of the Company at the dates thereof and the results of its operations and its cash flows for the periods then endedParent.

Reports and Financial Statements. The Company has previously furnished the Purchaser with true and complete copies, as amended or supplemented, of the following documents, delivered to the extent not available Purchasers prior to the execution of this Agreement a copy of each registration statement, schedule, report, proxy statement or information statement it has filed with the Securities and Exchange Commission ("SEC") since March 31, 2000, including without limitation, the Company's Quarterly Reports on Form 10-Q for the XXXXX system (i) quarters ended March 31, 2000, June 30, 2000 and 3 4 September 30, 2000, the Company's Annual Report on Form 10-K for the year ended December 31, 20042000, the definitive proxy statement for the Company's 2001 annual meeting of stockholders and any Current Reports on Form 8-K (as filed with such documents have since the Commissiontime of their filing been amended or supplemented, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iii) all other reports or registration statements filed by the Company with the "SEC since December 31, 2004 (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”Reports"). The Company Commission Filings constituted all of the documents required to be SEC Reports (a) were timely filed by the Company with the Commission since December 31, 2004. As of their respective dates, such Company’s Commission Filings (as amended or supplemented) and complied in all material respects with the requirements of the Securities Act and the Exchange Act and of 1934, as amended (the rules and regulations of the Commission promulgated thereunder"Exchange Act"), and (b) 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 any unaudited interim consolidated financial statements of (including, in each case, the Company notes, if any, thereto) included in such Company’s Commission Filings comply as to form the SEC Reports complied in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto, and have been were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, and except with respect to unaudited statements as permitted by Form 10-Q under of the Exchange ActSEC) and fairly present (subject, in all material respects the case of the unaudited interim financial statements, to year-end audit adjustments and the absence of footnotes) the consolidated financial position of the Company as at the respective dates thereof and the consolidated results of its operations and its cash flows flow for the respective periods then ended.

Reports and Financial Statements. The Company Calgene -------------------------------- has previously furnished the Purchaser with true to Monsanto complete and complete accurate copies, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system its (ia) Annual Report on Form 10-K for the fiscal year ended December 31June 30, 20041995, as filed with the CommissionSecurities and Exchange Commission (the "SEC"), (iib) proxy statements relating to all meetings of its shareholders stockholders (whether annual or special) since June 130, 2005 1995 and (iiic) all other reports or registration statements statements, other than Registration Statements on Form S-8, filed by the Company Calgene with the SEC since December 31June 30, 2004 1995 (such annual reports, proxy statements, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to herein as the “COMPANY COMMISSION FILINGS”"Calgene Reports"). The Company Commission Filings constituted Calgene Reports constitute all of the documents filed or required to be filed by the Company Calgene with the Commission SEC since December 31June 30, 20041995, other than any Registration Statement on Form S-8. As of their respective dates, such Company’s Commission Filings (as amended or supplemented) complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and Calgene 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 any unaudited interim financial statements of the Company Calgene included in such Company’s Commission Filings the Calgene Reports (together, the "Financial Statements") (i) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto, and (ii) have been prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto andthereto, and in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), and (iii) and fairly present in all material respects the consolidated financial position condition, results of operations and cash flows of Calgene as of the Company at the respective dates thereof and the results of its operations and its cash flows for the periods then endedreferred to therein.

Reports and Financial Statements. The Company Cambridge has previously -------------------------------- furnished the Purchaser with to Excell true and complete copies, as amended or supplemented, correct copies of the following documents, to the extent not available on the XXXXX system its (i) Annual Report on Form 10-K for the year period ended December 31, 2004, as filed with the Commission1997, (ii) proxy statements relating to all meetings of its shareholders Quarterly Report on Form 10-Q for the period ended June 30, 1998 (whether annual or special) since June 1the "Recent 10-Q"), 2005 and (iii) all other reports or registration statements filed by the Company it ----------- with the SEC Securities and Exchange Commission (the "Commission") under the ---------- Securities Exchange Act of 1934, as amended (the "Exchange Act") since December 31January 1, 2004 1998 and (such reports, registration statements iv) Cambridge hereby agrees to furnish to Excell true and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted correct copies of all of the documents required to be reports filed by the Company it with the Commission since December 31after the date hereof prior to the Closing all in the form (including exhibits) so filed (collectively, 2004the "Reports"). As of their respective dates, such Company’s Commission Filings (as amended the Reports ------- complied or supplemented) complied will comply in all material respects with the requirements of the Securities Act and the Exchange Act and the then applicable published rules and regulations of the Commission promulgated thereunder, with respect thereto at the date of their issuance and did not or will 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 As of the date hereof, no additional filings or amendments to previously filed Reports are required pursuant to such rules and regulations. Each of the audited consolidated financial statements and any unaudited interim financial statements of the Company included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, and have Cambridge's Reports has been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto andthereto) and fairly presents the financial position of the entity or entities to which it relates as at its date or the results of operations, stockholders' equity or cash flows of such entity or entities (subject, in the case of the quarterly financial unaudited statements, to the absence of footnote disclosure and in the case of unaudited interim statements to year-end adjustments, which will not be material either individually or in the aggregate, and except as permitted by described in Section 5.5 of the Cambridge Disclosure Schedule). As of the date hereof, Cambridge meets the "Registrant Requirements" of the General Instructions of Form 10-Q S-3 under the Exchange Securities Act) and fairly present in all material respects the financial position of the Company at the dates thereof and the results of its operations and its cash flows for the periods then ended.

Reports and Financial Statements. (a) The Company has previously furnished delivered to the Purchaser with true and complete copies, as amended or supplemented, prior to the execution of this Agreement a copy of the following documents, to the extent not available on the XXXXX system (i) Company’s Annual Report on Form 10-K for the year ended December 31, 20042003, as the Company’s Quarterly Reports on Form 10-Q that have been filed with the Commission, (ii) proxy statements relating to for all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iii) all other reports or registration statements filed by the Company with the SEC quarters ended since December 31, 2004 2003, all of the Company’s proxy materials filed since its 2003 Annual Meeting of Stockholders (including the Proxy Materials) and all Current Reports on Form 8-K filed since December 31, 2003 (as such documents have since the time of their filing been amended or supplemented) together with all reports, registration statements documents and other filingsinformation filed on or after the date first written above through the Closing Date with the SEC, together with any amendments or supplements theretoincluding all information incorporated therein by reference (collectively, are collectively referred to as the “COMPANY COMMISSION FILINGSSEC Reports”). The Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 2004. As of their respective dates, such Company’s Commission Filings SEC Reports (as amended or supplementedi) complied in all material respects and will comply as to form with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunderAct, and (ii) did not contain and will 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 any unaudited interim consolidated financial statements of (including, in each case, the Company notes, if any, thereto), if any, included in such Company’s Commission Filings comply the SEC Reports (the “Financial Statements”) complied and will comply, in all material respects, as to form in all material respects with applicable accounting requirements and the published SEC’s rules and regulations of the Commission with respect thereto, and have been were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto andthereto) and fairly present (subject, in the case of the quarterly unaudited interim financial statements, as permitted by Form 10to normal, recurring year-Q under end audit adjustments not material and to the Exchange Actabsence of footnotes) and fairly present in all material respects the financial position and shareholders’ equity of the Company at as of the respective dates thereof and the results of its operations consolidated earnings and its cash flows for the respective periods then ended. The Financial Statements reflect all liabilities or obligations of the Company of any kind or matter (whether direct, accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when or by whom asserted) for the periods covered thereby.

Reports and Financial Statements. (a) The Company has previously furnished the Purchaser with true and complete copiesdelivered, as amended or supplemented, of exhibits to the following documentsOffering Memorandum, to the extent not available on Purchasers prior to the XXXXX system (i) execution of this Agreement a copy of the Company's Annual Report on Form 10-K for the year ended December 31June 30, 20042001, as the Company's Quarterly Reports on Form 10-Q that have been filed for all quarters ended since June 30, 2001, if any, the definitive proxy statement for the Company's 2001 annual meeting of shareholders, if filed with the CommissionCommission as of the date hereof, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) and will deliver any Current Reports on Form 8-K filed since June 130, 2005 and 2001 (iii) all other reports or registration statements filed by as such documents have since the Company with the SEC since December 31, 2004 (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 2004. As time of their respective dates, such Company’s Commission Filings (as filing been amended or supplemented) together with all reports, documents and information filed on or after the date first written above through the date of Closing with the SEC, including all information incorporated therein by reference, (collectively, the "SEC Reports"). The SEC Reports (a) complied and will comply as to form in all material respects with the requirements of the Securities Act and the Securities Exchange Act and of 1934, as amended (the rules and regulations of the Commission promulgated thereunder"Exchange Act"), and (b) did not contain and will 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 any unaudited interim consolidated financial statements of (including, in each case, the Company notes, if any, thereto), if any, included in such Company’s Commission Filings the SEC Reports complied and will comply as to form in all material respects with applicable accounting requirements and the published SEC's rules and regulations of the Commission with respect thereto), and have been were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto andthereto) and fairly present (subject, in the case of the quarterly unaudited interim financial statements, as permitted by Form 10to normal, recurring year-Q under end audit adjustments not material and to the Exchange Actabsence of footnotes) and fairly present in all material respects the financial position and shareholders' equity of the Company at as of the respective dates thereof and the results of its operations consolidated earnings and its cash flows for the respective periods then ended.

Reports and Financial Statements. The Since January 1, 1996, Purchaser has filed all forms, reports and documents with the Securities and Exchange Commission (the "Commission") required to be filed by it pursuant to the federal securities laws and the Commission rules and regulations thereunder, and all such forms, reports and documents filed with the Commission have complied in all material respects with all applicable requirements of the federal securities laws and the Commission rules and regulations promulgated thereunder. Purchaser has heretofore made available to the Company has previously furnished and the Purchaser with Shareholders true and complete copiescopies of all forms, as amended or supplementedreports, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K for the year ended December 31, 2004, as amendments thereto and other filings filed by Purchaser with the CommissionCommission since September 30, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2004 1996 (such forms, reports, registration statements documents and other filings, together with any amendments or supplements thereto, are listed on Schedule 2.3(f) attached hereto and are collectively referred to herein as the “COMPANY COMMISSION FILINGS”"Commission Filings"). The Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 2004. As of their respective dates, such Company’s the Commission Filings (as amended or supplemented) complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and 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 any unaudited interim financial statements of the Company Purchaser for its fiscal year ended September 30, 1996, included in such Company’s the Commission Filings comply as to form in all material respects with applicable accounting requirements and (the published rules and regulations of the Commission with respect thereto"Purchaser Audited Financial Statements"), and have been were prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) generally accepted accounting principles consistently applied and fairly present in all material respects the consolidated financial position of the Company at Purchaser as of the dates thereof and the results of its operations operations, shareholders' equity and its cash flows for the periods period then ended. The unaudited financial statements of Purchaser for the six-month period ended March 31, 1997, included in the Commission Filings, have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present the consolidated financial position of Purchaser as of March 31, 1997 and the results of its operations, shareholders' equity and cash flows for the six-month period then ended in accordance with generally accepted accounting principles consistently applied.

Reports and Financial Statements. The Company has previously furnished the Purchaser with true to XxXxxxxx complete and complete accurate copies, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system its (i) Annual Report on Form 10-K for the fiscal year ended December 31, 2004, as filed with the Commission1996, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997, June 130, 2005 1997 and September 30, 1997 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2004 1996 (such annual reports, quarterly reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to herein as the “COMPANY COMMISSION FILINGS”"Company Reports"). The Company Commission Filings constituted Reports constitute all of the documents filed or required to be filed by the Company with the Commission SEC since December 31, 20041996. As of their respective dates, such Company’s Commission Filings (as amended or supplemented) complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and Company 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 any unaudited interim financial statements of the Company included in such Company’s Commission Filings the Company Reports (together, the "Financial Statements") (A) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto, and (B) have been prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods covered thereby except as may be indicated therein or in the notes thereto andthereto, and in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), and (C) and fairly present in all material respects the consolidated financial position condition, results of operations and cash flows of the Company at and its consolidated subsidiaries as of the respective dates thereof and the results of its operations and its cash flows for the periods then endedreferred to therein.

Reports and Financial Statements. The Company has previously furnished As of their respective filing dates, the Purchaser with true and complete copies, as amended or supplemented, of the following documents, Company's Amendment No. 1 to the extent not available on the XXXXX system (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 2004, as 2000 filed on Form 10-K/A with the CommissionSEC on April 30, (ii) proxy statements relating to 2001, the Company's Proxy Statement in connection with the 2001 Annual Meeting of Shareholders and all meetings of its shareholders (whether annual or special) since June 1, 2005 Forms 10-Q and (iii) all other reports or registration statements 8-K filed by the Company with the SEC since Securities and Exchange Commission (the "SEC") after December 31, 2004 2000, in each case without exhibits thereto (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 2004. As of their respective dates, such Company’s Commission Filings (as amended or supplemented"SEC Reports") complied were prepared in all material respects in accordance with the requirements of the Securities Act and of 1933 (the "Securities Act") or the Exchange Act Act, as the case may be, and the rules and regulations of the Commission promulgated thereunderSEC thereunder applicable to such SEC Reports. The SEC Reports, and did when read as a whole do not contain any untrue statement statements of a material fact or and do not 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 any unaudited interim financial statements of the Company included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, and SEC Reports have been prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actthereto) and fairly present present, in all material respects respects, the financial position of the Company as at the dates thereof and the results of its operations and its cash flows for the periods then endedended subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described in such financial statements.

Reports and Financial Statements. The Company has previously furnished to the Purchaser with true complete and complete accurate copies, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system its (ia) Annual Report on Form 10-K for the year fiscal years ended December March 31, 20041994, 1995 and 1996, as filed with the CommissionSecurities and Exchange Commission (the "SEC"), (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iiib) all other reports or registration statements filed by the Company under Section 13 and Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the SEC since December March 31, 2004 1996 (such reports, registration statements and other filings, together with any amendments or supplements thereto, reports are collectively referred to herein as the “COMPANY COMMISSION FILINGS”"Company Reports"). The Company Commission Filings constituted Reports constitute all of the documents required to be filed by the Company with the Commission since December 31, 2004. As under Section 13 of their respective dates, such Company’s Commission Filings (as amended or supplemented) complied in all material respects with the requirements of the Securities Act and the Exchange Act and with the rules and regulations SEC since March 31, 1996. Each Company Report, as of the Commission promulgated thereunderits respective date, and did not contain any untrue statement of a material fact or and did not 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 any unaudited interim financial statements of the Company included in such Company’s Commission Filings the Company Reports (i) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto, and (ii) have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto andthereto, and in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position condition, results of operations and cash flows of the Company at as of the respective dates thereof and the results of its operations and its cash flows for the periods then endedreferred to therein, and (iv) are consistent with the books and records of the Company.

Reports and Financial Statements. The Company (a) Since December 18, 1996, -------------------------------- Seller has previously furnished filed all forms, reports and documents with the Purchaser Securities and Exchange Commission (the "Commission") required to be filed by it pursuant to ---------- the federal securities laws and the Commission rules and regulations thereunder, and all forms, reports and documents filed with the Commission by Seller have complied in all material respects with all applicable requirements of the federal securities laws and the Commission rules and regulations promulgated thereunder. Seller has, prior to the date of this Agreement, made available for review to Buyer true and complete copiescopies of all forms, as amended or supplementedreports, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K for the year ended December 31, 2004, as registration statements and other filings filed by Seller with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iii) all other reports or registration statements filed by the Company with the SEC Commission since December 3118, 2004 1996 (such forms, reports, registration statements and other filings, together with any exhibits, any amendments or supplements theretothereto and information incorporated by reference therein, are sometimes collectively referred to as the “COMPANY COMMISSION FILINGS”"Commission ---------- Filings"). The Company Commission Filings constituted all of Except to the documents required to be filed extent amended or superseded by the Company a subsequent filing ------- with the Commission since December 31made prior to the date hereof, 2004. As as of their respective dates, such Company’s the Commission Filings (as amended or supplemented) complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and 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 balance sheets (and any unaudited interim financial related audited consolidated statements of operations, audited consolidated statement of shareholders' equity and audited consolidated statement of cash flows) for each of the Company years in the two-year period ended December 31, 1998 and the unaudited consolidated balance sheet (and related consolidated statement of operations, consolidated statement of shareholders' equity and consolidated statement of cash flows) as of September 30, 1999 (such statements, collectively, the "Financial Statements"), included in such Company’s the Commission Filings comply Filings, were prepared in -------------------- accordance with generally accepted accounting principles ("GAAP") (as in effect ---- from time to form time) applied on a consistent basis in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect theretorespects, and have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actor schedules thereto) and fairly present present, in all material respects respects, the consolidated financial position of the Company at Echelon and its consolidated subsidiaries as of the dates thereof and the results of its their operations and its changes in cash flows for the periods then endedended (subject, in the case of unaudited statements, to the absence of notes and normal year-end adjustments).

Reports and Financial Statements. The Company Since June 26, 1998, Parent has previously furnished filed with the Purchaser with true SEC all forms, statements, reports and complete copiesdocuments (including all exhibits, amendments and supplements thereto) required to be filed by it under each of the Securities Act of 1933, as amended or supplemented(the "Securities Act"), the Exchange Act, and the respective rules and regulations --------------- thereunder, all of which, as amended if applicable, complied in all material respects with all applicable requirements of the following documents, appropriate act and the rules and regulations thereunder. Parent has previously delivered to the extent not available on the XXXXX system Company copies of its (ia) Annual Report on Form 10-K for the fiscal year ended December 31June 26, 20041998, as filed with the CommissionSEC, (iib) proxy and information statements relating to (i) all meetings of its shareholders (whether annual or special) since June 1), 2005 and (iiiii) actions by written consent in lieu of a shareholders' meeting from June 26, 1998 until the date hereof, and (c) all other reports reports, including quarterly reports, or registration statements filed by the Company Parent with the SEC since December 31June 26, 2004 1998 (such reportsother than Registration Statements filed on Form S-8) (clauses (a), registration statements (b) and other filings, together with any amendments or supplements thereto, (c) are herein collectively referred to as the “COMPANY COMMISSION FILINGS”"Parent SEC Reports"). The Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 2004. As of their ------------------ respective dates, such Company’s Commission Filings (as amended or supplemented) complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and 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 any unaudited interim consolidated financial statements of the Company Parent included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and reports (collectively, the published rules and regulations of the Commission with respect thereto, and "Parent Financial Statements") have --------------------------- been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actthereto) and fairly present in all material respects the financial position of the Company at Parent and its subsidiaries as of the dates thereof and the results of its their operations and its cash flows changes in financial position for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein and the absence of footnotes.

Reports and Financial Statements. The Company Buyer has previously furnished the Purchaser with true and complete copies, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K for the year ended December 31, 2004, as filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2004 (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all of the documents required to be filed by the Company with the Securities and Exchange Commission (the "SEC") since December 31November 1, 20041996 through the date hereof (collectively, the "BUYER SEC REPORTS"), and has previously furnished or made available to the Seller true and complete copies of all Buyer SEC Reports. As None of the Buyer SEC Reports, as of their respective dates, such Company’s Commission Filings (as amended or supplemented) complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and 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 any unaudited interim financial statements Each of the Company balance sheets (including the related notes) included in such Company’s Commission Filings comply as to form the Buyer SEC Reports presents fairly, in all material respects with applicable accounting requirements respects, the consolidated financial position of the Buyer and its subsidiaries as of the respective dates thereof, and the published rules other related statements (including the related notes) included therein present fairly, in all material respects, the results of operations, the changes in shareholders equity and regulations cash flows of the Commission Buyer and its subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with respect theretogenerally accepted accounting principles consistently applied during the periods involved, and have been prepared in accordance with GAAP (except as may be indicated otherwise noted therein or in the notes thereto andand subject, in the case of the quarterly unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein. The Buyer has provided to the Seller true and correct copies of the Buyer's unaudited consolidated statement of operations and statement of cash flows for the nine months ended, and the Buyer's unaudited consolidated balance sheet as permitted by Form 10-Q under of, September 27, 1997 (the Exchange Act) and "BUYER UNAUDITED FINANCIAL STATEMENTS"). Such Buyer Unaudited Financial Statements present fairly present in all material respects the results of operations and cash flows for the nine months ended, and the financial position of the Company at the dates thereof and the results of its operations Buyer and its cash flows subsidiaries as of, September 27, 1997, all in conformity with generally accepted accounting principles consistently applied during the period involved except as otherwise noted therein and except for the periods then endedabsence of footnote disclosures, and subject to normal year-end adjustments and any other adjustments described therein. All of the Buyer SEC Reports, as of their respective dates, complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended.

Reports and Financial Statements. The Company Since January 1, 1996, except where failure to have done so did not and would not have a Material Adverse Effect on Republic, Republic has filed all reports, registrations and statements, together with any required amendments thereto, that it was required to file with the SEC, including, but not limited to Forms 10-K, Forms 10-Q, Forms 8-K and proxy statements (collectively, the "Republic Reports"). Republic has previously furnished the Purchaser with true and complete copies, as amended or supplemented, of the following documents, made available to the extent not available on Companies and the XXXXX system (i) Annual Report on Form 10-K for the year ended December 31, 2004, as Shareholder copies of all Republic Reports filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31January 1, 2004 (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 20041996. As of their respective datesdates (but taking into account any amendments filed prior to the date of this Agreement), such Company’s Commission Filings (as amended or supplemented) the Republic Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and all the rules and regulations of promulgated by the Commission promulgated thereunder, SEC and 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 any unaudited interim financial statements of the Company Republic included in such Company’s Commission Filings the Republic Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto, and have been prepared in accordance with GAAP consistently applied during the periods presented (except except, as may be indicated therein or in the notes thereto andnoted therein, or, in the case of the quarterly financial unaudited statements, as permitted by Form 10-Q under of the Exchange ActSEC) and fairly present (subject, in all material respects the case of the unaudited statements, to normal audit adjustments) the financial position of Republic and its consolidated subsidiaries as of the Company at the dates date thereof and the results of its their operations and its their cash flows for the periods then ended.

Reports and Financial Statements. The Company has previously furnished the Purchaser with true and complete copiesfiled all forms, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K for the year ended December 31, 2004, as filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2004 (such reports, registration statements statements, and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all of the documents required to be filed by the Company it with the Commission SEC since December 31February 1, 20041995 (such forms, reports, registration statements, and documents, together with any amendments thereto, are referred to as the "Company SEC Filings"). As of their respective dates, such Company’s Commission the Company SEC Filings (as amended or supplementedi) complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act of 1933, and the rules and regulations thereunder (the "1933 Act") and the Securities Exchange Act of 1934 (the Commission promulgated thereunder"1934 Act"), as the case 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 to make the statements made therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements included or incorporated by reference or to be included or incorporated by reference in the Company SEC Filings, including but not limited to the Company's audited financial statements at and any for the year ended January 31, 1999 (the "Company January 31, 1999 Financials"), and the unaudited interim financial statements of at and for periods commencing on or after February 1, 1999, to be included or incorporated by reference in the forms, reports, registration statements and other documents filed by the Company included with the SEC (i) were or will be prepared in such Company’s Commission Filings accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q filed with the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), subject, in the case of unaudited interim financial statements, to the absence of notes and to year-end adjustments, (ii) complied or will comply as to form of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto, and have been prepared in accordance with GAAP (except as may be indicated therein iii) fairly present or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) and will fairly present in all material respects the consolidated financial position of the Company at and its consolidated subsidiaries as of the dates thereof and the results consolidated income, cash flows, and changes in stockholders' equity of its operations the Company and its cash flows consolidated subsidiaries for the periods then endedinvolved, except as otherwise noted therein and subject, in the case of unaudited statements, to normal year-end audit adjustments. The statements of operations included in or to be included in the audited or unaudited interim financial statements in the Company SEC Filings do not contain and will not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business required to be disclosed separately in accordance with generally accepted accounting principles, except as expressly specified in the applicable statement of operations or notes thereto.

Reports and Financial Statements. The Company has previously furnished the Purchaser with true to XxXxxxxx complete and complete accurate copies, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system its (i) Annual Report on Form 10-K for the fiscal year ended December 31, 2004, as filed with the Commission1996, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997, June 130, 2005 1997 and September 30, 1997 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2004 1996 (such annual reports, quarterly reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to herein as the “COMPANY COMMISSION FILINGS”"Company Reports"). The Company Commission Filings constituted Reports constitute all of the documents filed or required to be filed by the Company with the Commission SEC since December 31, 20041996. As of their respective dates, such Company’s Commission Filings (as amended or supplemented) complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and Company 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 any unaudited interim financial statements of the Company included in such Company’s Commission Filings the Company Reports (together, the "Financial Statements") (A) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto, and (B) have been prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP'') applied on a consistent basis throughout the periods covered thereby except as may be indicated therein or in the notes thereto andthereto, and in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), and (C) and fairly present in all material respects the consolidated financial position condition, results of operations and cash flows of the Company at and its consolidated subsidiaries as of the respective dates thereof and the results of its operations and its cash flows for the periods then endedreferred to therein.

Reports and Financial Statements. The Company (a) Since December 5, 2003, Buyer has previously furnished the Purchaser with true and complete copies, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system timely filed (i) Annual Report on Form 10-K for the year ended December 31, 2004, as filed with the CommissionSecurities and Exchange Commission (the “SEC”) all forms, (ii) reports, schedules, statements, registration rights and definitive proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2004 (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGSBuyer Reports”). The Company Commission Filings constituted all of the documents ) required to be filed by Buyer under each of the Company Securities Act of 1933, as amended, and the respective rules and regulations thereunder (the "Securities Act”) and the Securities Exchange Act of 1934, as amended, and the respective rules and regulations thereunder (the “Exchange Act”) and (ii) with the Commission since December 31SEC, 2004and any other Governmental Authority with jurisdiction all material forms, reports, schedules, registrations, declarations and other filings required to be filed by it under all applicable Laws, including the PUHCA, all of which, as amended if applicable, complied, and with respect to Buyer Reports filed after the date hereof, will comply, in all material respects with all applicable requirements of the appropriate act and the rules and regulations promulgated thereunder. As of their respective dates, such Company’s Commission Filings dates the Buyer Reports (as amended or supplementedincluding exhibits and all other information incorporated by reference thereto) complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunderdid not, and did not with respect to Buyer Reports filed after the date hereof, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Each of the audited and unaudited consolidated financial statements and any unaudited interim financial statements (including the notes thereto) of the Company Buyer included in such Company’s Commission Filings comply as the Buyer Reports, when issued, complied, or with respect to form Buyer Reports filed after the date hereof, will comply, in all material respects with all applicable accounting requirements and the published rules and regulations of the Commission requirements, was, or with respect theretoto Buyer Reports filed after the date hereof, will be, prepared from, and is in accordance with, the books and records of Buyer and its subsidiaries, which books and records have been prepared maintained, and which financial statements were prepared, in accordance with GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actthereto) and fairly present presented, or with respect to Buyer Reports filed after the date hereof, will fairly present, in all material respects the financial position of the Company at Buyer and its subsidiaries as of the dates thereof and the results of its operations and its their operations, cash flows and changes in financial position for the periods then endedreported (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that are immaterial to Buyer and its subsidiaries as a whole).

Reports and Financial Statements. The Company has previously furnished the Purchaser with true and complete copiesOther than as set -------------------------------- forth herein, as amended or supplemented, of the following documents, from April 2002 to the extent date hereof, except where failure to do so did not available and would not have a material adverse effect on Buyer, Buyer has filed all reports, registrations and statements, together with any required amendments thereto, that it was required to file with the XXXXX system (i) Annual Report on Form SEC, including, but not limited to, Forms 10-KSB, Forms 10-QSB, Forms 8-K for and Proxy Statements (collectively the year ended December 31, 2004, as "Buyer's Reports"). Buyer has furnished or will furnish to Seller (and the Shareholders upon the request of Shareholders) copies of all Buyer's Reports filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2004 (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 2004April 2002. As of their respective datesdates (but taking into account any amendments filed prior to the date of this Agreement), such Company’s Commission Filings the Buyer's Reports (as amended or supplementedother than the financial statements included therein) complied in all material respects with the requirements of the Securities Act and the Exchange Act and all the rules and regulations of promulgated by the Commission promulgated thereunder, SEC and 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 any unaudited interim financial statements of the Company Buyer included in such Company’s Commission Filings comply the Buyer's Reports complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto, and have been were prepared in accordance with GAAP consistently applied during the periods presented (except except, as may be indicated therein or in the notes thereto andnoted therein, or, in the case of the quarterly financial unaudited statements, as permitted by Form 10-Q under QSB of the Exchange ActSEC) and fairly present (subject, in all material respects the case of unaudited statements, to normal audit adjustments) the financial position of Buyer and its consolidated subsidiaries as of the Company at the dates date thereof and the results of its their operations and its their cash flows for the periods then ended.

Reports and Financial Statements. The Company has previously -------------------------------- furnished to the Purchaser with true Buyer complete and complete accurate copies, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system its (ia) Annual Report on Form 10-K for the year fiscal years ended December 31, 20041994 and 1995, as filed with the CommissionSecurities and Exchange Commission (the "SEC"), (iib) proxy statements relating to all meetings of its shareholders stockholders (whether annual or special) since June 1December 16, 2005 1994 and (iiic) all other reports or registration statements statements, other than Registration Statements on Form S-8, filed by the Company with the SEC since December 3116, 2004 1994 (such annual reports, proxy statements, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to herein as the “COMPANY COMMISSION FILINGS”"Company Reports"). The Company Commission Filings constituted Reports constitute all of the documents filed or required to be filed by the Company with the Commission SEC since December 3116, 20041994, other than any Registration Statement on Form S-8. As of their respective dates, such Company’s Commission Filings (as amended or supplemented) complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and Company 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 any unaudited interim financial statements of the Company included in such Company’s Commission Filings the Company Reports, including any Company Reports filed after the date of this Agreement until the Closing (together, the "Company Financial Statements") (i) comply or will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto, and (ii) have been prepared or will be prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto and, and in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position condition, results of operations and cash flows of the Company at and the Subsidiaries as of the respective dates thereof and the results of its operations and its cash flows for the periods then endedreferred to therein, and (iv) are consistent with the books and records of the Company and the Subsidiaries, including the audited financial Statements of the Company as of December 31, 1996 which have been provided to the Buyer and which shall be substantially identical to the audited financial statements to be filed by the Company with the SEC as part of its Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (the "Most Recent Company Financial Statements"), except that such financial statements may include a footnote describing the Merger.

Reports and Financial Statements. The Company Delano has previously furnished the Purchaser with to DA true and complete copies, as amended or supplemented, correct copies of the following documents, to the extent not available on the XXXXX system its (i) Annual Report on Form 10-K for the year period ended December 31Marcx 00, 2004, as filed with the Commission0000, (iixx) proxy statements relating to all meetings of its shareholders xxx Quarterly Report on Form 10-Q for the period ended June 30, 2000 (whether annual or special) since June 1the "RECENT 10-Q"), 2005 and (iii) all other reports or registration statements filed by the Company it with the SEC Securities and Exchange Commission (the "COMMISSION") under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") since December 31February 9, 2004 2000 and (such reports, registration statements iv) Delano hereby agrees to furnish to DA true and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted correct copies of all of the documents required to be reports filed by the Company it with the Commission since December 31after the date hereof prior to the Closing all in the form (including exhibits) so filed (collectively, 2004the "REPORTS"). As of their respective dates, such Company’s Commission Filings (as amended the Reports complied or supplemented) complied will comply in all material respects with the requirements of the Securities Act and the Exchange Act and the then applicable published rules and regulations of the Commission promulgated thereunder, with respect thereto at the date of their issuance and did not or will 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 As of the date hereof, no additional filings or amendments to previously filed Reports are required pursuant to such rules and regulations. Each of the audited consolidated financial statements and any unaudited interim financial statements of the Company included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, and have Delano's Reports has been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto andthereto) and fairly presents the financial position of the entity or entities to which it relates as at its date or the results of operations, stockholders' equity or cash flows of such entity or entities (subject, in the case of the quarterly financial unaudited statements, to the absence of footnote disclosure and in the case of unaudited interim statements to year-end adjustments, which will not be material either individually or in the aggregate, and except as permitted by Form 10-Q under the Exchange Act) and fairly present described in all material respects the financial position Section 5.5 of the Company at the dates thereof and the results of its operations and its cash flows for the periods then endedDelano Disclosure Schedule).

Reports and Financial Statements. The Company Parent has previously furnished the Purchaser with to Natchez true and complete copies, as amended or supplemented, correct copies of the following documents, to the extent not available on the XXXXX system its (i) Annual Report on Form 10-K for the year period ended December 31, 2004, as filed with the Commission1998, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1the Recent 10-Q, 2005 and (iii) all other reports or registration statements filed by the Company it with the SEC Commission under the Securities Exchange Act of 1934, as amended (the "Exchange Act") since December 31January 1, 2004 1999 (such reports, registration statements and other filings, together with any amendments or supplements thereto, thereto are collectively referred to as herein as, the “COMPANY COMMISSION FILINGS”"Reports"). The Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 2004. As of their respective dates, such Company’s Commission Filings (as amended the Reports complied or supplemented) complied will comply in all material respects with the requirements of the Securities Act and the Exchange Act and the then applicable published rules and regulations of the Commission promulgated thereunder, with respect thereto at the date of their issuance and did not or will 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 As of the date hereof, no additional filings or amendments to previously filed Reports are required pursuant to such rules and regulations. Each of the audited consolidated financial statements and any unaudited interim financial statements of the Company included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, and have Reports has been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto andthereto) and fairly presents the financial position of the entity or entities to which it relates as at its date or the results of operations, stockholders' equity or cash flows of such entity or entities (subject, in the case of the quarterly financial unaudited statements, as permitted by Form 10to the absence of footnote disclosure and in the case of unaudited interim statements to year-Q under end adjustments, which will not be material either individually or in the Exchange Act) and fairly present in all material respects the financial position of the Company at the dates thereof and the results of its operations and its cash flows for the periods then endedaggregate).

Reports and Financial Statements. Since January 1, 1994, the Company has filed with the SEC all material forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which complied in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. The Company has previously furnished the Purchaser with true and complete copies, as amended or supplemented, delivered to Parent copies of the following documents, to the extent not available on the XXXXX system its (ia) Annual Report Reports on Form 10-K for the fiscal year ended December 31, 20041996, and for each of the two immediately preceding fiscal years, as filed with the CommissionSEC, (iib) proxy and information statements relating to (i) all meetings of its shareholders stockholders (whether annual or special) since June and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 2005 1997, until the date hereof, and (iiic) all other reports reports, including quarterly reports, or registration statements filed by the Company with the SEC since December 31January 1, 2004 1997 (such reportsother than Registration Statements filed on Form S-8) (the documents referred to in clauses (a), registration statements (b) and other filings, together with any amendments or supplements thereto, are (c) and collectively referred to as the “COMPANY COMMISSION FILINGS”"Company SEC Reports"). The Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 2004. As of their respective dates, such Company’s Commission Filings (as amended or supplemented) complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and 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 any unaudited interim consolidated financial statements of the Company included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and reports (collectively, the published rules and regulations of the Commission with respect thereto, and "Company Financial Statements") have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actthereto) and fairly present in all material respects the financial position of the Company at and its subsidiaries as of the dates thereof and the results of its their operations and its cash flows changes in financial position for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein.

Reports and Financial Statements. The Company has previously furnished the Purchaser with true and complete copiesfiled all forms, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K for the year ended December 31, 2004, as filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2004 (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all of the documents required to be filed by the Company it with the Securities and Exchange Commission ("SEC") since December 31January 1, 20041996 (such forms, reports, registration statements, and documents, together with any amendments thereto, are referred to as the "Company SEC Filings"). As of their respective dates, such Company’s Commission the Company SEC Filings (as amended or supplementedi) complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act of 1933, as amended, and the rules and regulations thereunder (the "1933 Act") and the Securities Exchange Act of the Commission promulgated thereunder1934, as amended, and the rules and regulations thereunder (the "1934 Act"), as the case 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 to make the statements made therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and any unaudited interim financial statements of included or incorporated by reference in the Company included SEC Filings, and the Company's audited financial statements at and for the year ended December 31, 1998 (the "Company 1998 Financials"), (i) were prepared in such Company’s Commission Filings comply accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as to form may be indicated therein or in the notes thereto), (ii) complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto, and have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actiii) and fairly present in all material respects presented the financial position of the Company at as of the dates thereof and the results of its operations and its income, cash flows and changes in stockholders' equity for the periods then ended.involved. The statements of earnings included in the audited or unaudited interim financial statements in the Company SEC Filings do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business, except as expressly specified in the applicable statement of operations or notes thereto. Prior to the date hereof, the Company has delivered to Parent complete and accurate copies of all Company SEC Filings. The Company has also previously delivered to Parent complete and accurate copies of all statements on Schedule 13D and Schedule 13G known to the Company to have been filed with the SEC since January 1, 1996, with respect to capital stock of the Company. Except as set forth on Schedule 3.5 to the Disclosure Schedule, since January 1, 1996, the Company has filed in a timely manner all reports required to be filed by it pursuant to Sections 13, 14, or 15(d) of the 0000 Xxx. 3.6

Reports and Financial Statements. The Company Purchaser has previously furnished made available to the Purchaser with Shareholders (including through the SEC's EDGAR system) true and complete copies, as amended or supplemented, of complexx xxpies of: (a) the following documents, to the extent not available on the XXXXX system (i) Purchaser's Annual Report on Form 10-K K, and all amendments thereto, filed with the SEC for the year ended December 31September 30, 2004, as 1999; (b) the Purchaser's Quarterly Report on Form 10-Q filed with the CommissionSEC for the quarter ended June 30, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 2000; and (iiic) all other reports or registration statements Current Reports on Form 8-K filed by the Company Purchaser with the SEC since December 31September 30, 2004 (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 20041999. 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 filing), such Company’s Commission Filings reports and information statements (as amended or supplementedindividually a "SEC Report" and collectively, the "SEC Reports") (i) complied as to form in all material respects with the applicable requirements of the Securities Act and Act, the Exchange Act and the rules and regulations of the Commission 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 any unaudited consolidated interim financial statements of the Company included in such Company’s Commission Filings comply the Purchaser's SEC Reports (including any related notes and schedules) complied as to form form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto, and have been were prepared in accordance with GAAP consistently applied during the periods involved (except as may be indicated therein or otherwise disclosed in the notes thereto andthereto, and except that unaudited statements do not contain footnotes in the case of the quarterly financial statementssubstance or form required by GAAP, as is permitted by Form 10-Q under of the Exchange Act) and fairly present in all material respects presented the financial position of the Company at Purchaser and its consolidated Subsidiaries as of the dates thereof and the results of its operations and its cash flows for the periods or as of the dates then endedended (subject, where appropriate, to normal year-end adjustments).

Reports and Financial Statements. The Company has previously furnished the Purchaser Investor with true and complete copies, as amended or supplemented, copies of the following documents, to the extent not available on the XXXXX system its (i) Annual Report on Form 10-K for the year ended December 31, 20041997, as filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since Quarterly Reports on Form 10-Q for the quarters ended March 30 and June 130, 2005 as filed with the Commission, and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2004 (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 20041997 that the Company was required to file with the Commission since that date (the documents described in clauses (i) through (iii) being referred to herein collectively as the "SEC Reports"). As of their respective dates, such Company’s Commission Filings (as amended or supplemented) the SEC Reports complied in all material respects with the requirements of the Securities Act and or the Exchange Act Act, as the case may be, and the rules and regulations of the Commission promulgated thereunderthereunder applicable to such SEC Reports. As of their respective dates except to the extent, and if any, subsequently amended, the 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 any unaudited interim financial statements of the Company included in such Company’s Commission Filings the 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 SEC Reports have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actthereto) and fairly present in all material respects the financial position of the Company and its subsidiaries as at the dates thereof and the results of its their operations and its cash flows changes in financial position for the periods then endedended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein.

Reports and Financial Statements. The Company has previously furnished Prior to the Purchaser with closing, Rainwire shall complete, file and make available to Oasis (including through the SEC's EDGAR system) true and complete copiescopies of: (a) Rainwire's Annual Repoxx xx Form 10-KSB filed with the SEC for the fiscal year ending December 31, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system 2000; (ib) Annual Rainwire's Quarterly Report on Form 10-K for the year ended December 31, 2004, as QSB filed with the CommissionSEC for the quarter ended March 31, 2001, (iic) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iii) all other reports or registration statements Rainwire's Quarterly Report on Form 10-QSB filed by the Company with the SEC since December 31for the quarter ended June 30, 2004 2001 (such reportsindividually a "SEC Report" and collectively, registration the "SEC Reports"). To the best of Rainwire's knowledge, the audited consolidated financial statements and other filingsunaudited consolidated interim financial statements included in Rainwire SEC Reports (including any related notes and schedules) complied as to form, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 2004. As of their respective datesdates of filing with the SEC, such Company’s Commission Filings (as amended or supplemented) complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and 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 any unaudited interim financial statements of the Company included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto, and have been were prepared in accordance with GAAP consistently applied during the periods involved (except as may be indicated therein or otherwise disclosed in the notes thereto andthereto, and except that unaudited statements do not contain footnotes in the case of the quarterly financial statementssubstance or form required by GAAP, as is permitted by Form 10-Q under QSB of the Exchange Act) and fairly present in all material respects presented the financial position of the Company at Rainwire and its consolidated Subsidiaries as of the dates thereof and the results of its operations and its cash flows for the periods or as of the dates then endedended (subject, where appropriate, to normal year-end adjustments).

Reports and Financial Statements. (a) The Company has previously furnished made available to the Purchaser with true and complete copies, as amended or supplemented, Purchasers prior to the execution of this Agreement a copy of the following documents, to the extent not available on the XXXXX system (i) Company's Annual Report on Form 10-K for the year ended December 31, 20042002, as the Company's Quarterly Reports on Form 10-Q that have been filed with the Commission, (ii) proxy statements relating to for all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iii) all other reports or registration statements filed by the Company with the SEC quarters ended since December 31, 2004 (such reports2002, registration statements and other filingsif any, together with any amendments or supplements theretothe definitive proxy statement for the Company's 2003 annual meeting of stockholders, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all of the documents required to be if filed by the Company with the Commission as of the date hereof, and any Current Reports on Form 8-K filed since December 31, 2004. As 2002 (as such documents have since the time of their respective dates, such Company’s Commission Filings (as filing been amended or supplemented) together with all reports, documents and information hereafter filed with the SEC, including all information incorporated therein by reference, (collectively, the "SEC Reports"). The SEC Reports (a) complied and will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunderAct, and (b) did not contain and will 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 any unaudited interim consolidated financial statements of (including, in each case, the Company notes, if any, thereto), if any, included in such Company’s Commission Filings the SEC Reports complied and will comply as to form in all material respects with applicable accounting requirements and the published SEC's rules and regulations of the Commission with respect thereto), and have been were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto andthereto) and fairly present (subject, in the case of the quarterly unaudited interim financial statements, as permitted by Form 10to normal, recurring year-Q under end audit adjustments not material and to the Exchange Actabsence of footnotes) and fairly present in all material respects the financial position and shareholders' equity of the Company at as of the respective dates thereof and the results of its operations consolidated earnings and its cash flows for the respective periods then ended.

Reports and Financial Statements. The Company 2.5.1. Prototype has previously furnished the Purchaser with true and complete copies, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K for the year ended December 31, 2004, as filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2004 (such reports, schedules, forms, registration statements, definitive proxy statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all of the documents required to be filed by Prototype with the Company Securities and Exchange Commission (the "Commission") since the filing of Prototype's Registration Statement on Form F-1 (the Registration Statement on Form F-1, together with any other documents filed with the Commission since December 31at or prior to the Effective Time, 2004the "Prototype Reports") under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and applicable rules and regulations of the Commission thereunder. All of the Prototype Reports filed on or prior to the date hereof are publicly available and all of the Prototype Reports filed after the date hereof will be publicly available when filed with the Commission. As of its respective filing date, the consolidated financial statements (including, in each case, any related notes thereto) contained in the Prototype Reports filed on or prior to the date hereof were (and those filed after the date hereof will be) prepared in accordance with the published regulations of the Commission and in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved and fairly present (or will fairly present when filed), in all material respects, the consolidated financial position for Prototype and its subsidiaries as of the date thereof and the consolidated results of their operations, cash flows and changes in financial position for the periods then ended (except with respect to interim period financial statements, for normal year-end adjustments which are, individually or in the aggregate, not material in amount). As of their respective dates, such Company’s Commission Filings the Prototype Reports filed on or prior to the date hereof complied (as amended or supplemented) complied and those filed after the date hereof will comply), in all material respects respects, with the requirements of the Securities Act and the Exchange Act Act, as the case may be, and the applicable rules and regulations of the Commission promulgated thereunder, and and, as of the time of filing of any Prototype Report, such Prototype Report, (i) if filed on or prior to the date hereof, 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 whey they were made, not misleading, and (ii) if filed after the date hereof, will 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 whey they were made, not misleading. The audited consolidated financial statements and None of Prototype's subsidiaries is required to file any unaudited interim financial statements of reports or other documents with the Company included Commission. Prototype is a "foreign private issuer" as such term is defined in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, and have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q Rule 3b-4(c) under the Exchange Act) and fairly present in all material respects the financial position of the Company at the dates thereof and the results of its operations and its cash flows for the periods then ended.

Reports and Financial Statements. The (a) Since January 1, 2003, Parent has filed with the SEC all Parent Reports required to be filed with the SEC, and has made available to the Company has previously furnished the Purchaser with true complete and complete accurate copies, as amended or supplemented, of the following documents, to Parent Reports in the extent not available on the XXXXX system (i) Annual Report on Form 10-K for the year ended December 31, 2004, as form filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2004 (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”)SEC. The Company Commission Filings constituted Parent Reports constitute all of the documents required to be filed by the Company Parent with the Commission since December 31SEC from January 1, 20042003 through the date of this Agreement. As of their respective filing dates, such Company’s Commission Filings the Parent Reports (as amended or supplementedi) complied in all material respects with the requirements of the Securities Act and Act, the Exchange Act Act, and the rules and regulations of the Commission promulgated thereunder, and the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder (“SOX”) applicable to such Parent Reports, and (ii) the Parent Reports did at the time they were filed (or if amended or superseded by a later filing with the SEC and publicly available prior to the date of this Agreement, on the date of such later filing) 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 Each of the consolidated financial statements and any unaudited interim financial statements of Parent (including the Company notes thereto), included in such Company’s Commission Filings comply the Parent Reports (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto, and have been (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto andthereto, and in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), and (iii) and fairly present in all material respects the consolidated financial position condition, results of operations and cash flows of the Company at Parent and its consolidated subsidiaries as of the respective dates thereof and the results of its operations and its cash flows for the periods then endedreferred to therein. There has been no material change in the Buyer’s accounting policies since December 31, 2005, except as described in the notes to the financial statements of the Parent included in the Parent Reports.

Reports and Financial Statements. The Company has previously furnished the Purchaser with true and complete copies, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K for the year ended December 31, 2004, as filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2004 (such material reports, registration schedules, forms, statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all of the documents required to be filed by it with the Securities and Exchange Commission (the "SEC") since January 1, 2000 (collectively, including all exhibits thereto, the "COMPANY SEC REPORTS"). No Subsidiary of the Company is required to file any form, report or other document with the Commission since December 31, 2004SEC. As None of the Company SEC Reports filed as of their respective datesdates (or, such Company’s Commission Filings (as if amended or supplemented) complied in all material respects with the requirements superseded by a subsequent filing, then as of the Securities Act and the Exchange Act and the rules and regulations date of the Commission promulgated thereundersuch filing), and did not contain as so amended or superseded, 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 any unaudited interim financial statements of the Company included in such Company’s Commission Filings misleading or failed to comply as to form in all material respects with the applicable accounting requirements and of the published Securities Act of 1933, as amended, the Exchange Act and, in each case, the rules and regulations promulgated thereunder. Each of the Commission with respect thereto, and have been prepared in accordance with GAAP consolidated financial statements (except as may be indicated therein or including the related notes) included in the notes thereto andCompany SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("U.S. GAAP") (except, in the case of the unaudited consolidated quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) and fairly present in all material respects the financial position of the Company at the dates thereof and the results of its operations and its cash flows for SEC) consistently applied during the periods then endedinvolved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring year-end adjustments.

Reports and Financial Statements. The Company Since January 1, 1996, Telescan has previously furnished the Purchaser with true and complete copies, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K for the year ended December 31, 2004, as filed with the CommissionSEC all material forms, statements, reports and documents (ii) proxy statements relating to including all meetings of its shareholders (whether annual or special) since June 1exhibits, 2005 amendments and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2004 (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all of the documents ) required to be filed by it under each of the Company Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the respective rules and regulations thereunder (collectively, the "Telescan SEC Reports"), all of which complied in all material respects with all applicable requirements of the Commission since December 31, 2004appropriate act and the rules and regulations thereunder. Telescan has previously made available or delivered to MicroCap all of such Telescan SEC Reports. As of their respective dates, such Company’s Commission Filings (as amended or supplemented) complied in all material respects with and to the requirements knowledge of Telescan, the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunderTelescan SEC Reports, and did not contain any untrue statement of a material fact or omit to state a any 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. The audited consolidated financial statements and any unaudited interim consolidated financial statements of the Company Telescan included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, and Telescan SEC Reports have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actthereto) and fairly present in all material respects the consolidated financial position of the Company at Telescan and its Subsidiaries as of the dates thereof and the consolidated results of its their operations and its cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein.

Reports and Financial Statements. The Company has previously furnished the Purchaser with true and complete copies, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K for the year ended December 31Each of Arvix xxx its Subsidiaries has filed all registration statements, 2004prospectuses, as filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2004 (such reports, registration schedules, forms, statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all of the documents required to be filed by the Company it with the Commission SEC since December 31January 1, 20041998 (collectively, including all exhibits thereto, the "Arvix XXX Reports"). As No Subsidiary of Arvix xx required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Arvix XXX Reports, as of their respective datesdates (or, such Company’s Commission Filings (as if amended or supplementedsuperseded by a filing prior to the date of this Agreement, then on the date of such filing) complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and 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 financial statements (including the related notes) included in the Arvix XXX Reports fairly presents, in all material respects, the consolidated financial statements position and any consolidated results of operations and cash flows of Arvix xxx its consolidated Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with generally accepted 20 25 accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of unaudited interim financial statements statements, to normal and recurring year-end adjustments that have not been and are not expected to be material in amount. All Arvix XXX Reports, as of their respective dates (and as of the Company included in such Company’s Commission Filings comply date of any amendment to the respective Arvix XXX Report), complied as to form in all material respects with the applicable accounting requirements of the Securities Act and the published Exchange Act and the rules and regulations of the Commission with respect thereto, and have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) and fairly present in all material respects the financial position of the Company at the dates thereof and the results of its operations and its cash flows for the periods then endedpromulgated thereunder.

Reports and Financial Statements. The Company has previously furnished Each of (a) the Purchaser with true Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003, June 30, 2003 and complete copiesSeptember 30, as amended or supplemented2003, of (b) the following documents, to the extent not available on the XXXXX system (i) Company's Annual Report on Form 10-K for the year ended December 31, 20042002, as (c) the definitive proxy statement for the Company's 2003 annual meeting of stockholders and (d) any Current Reports on Form 8-K filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iii) all other reports or registration statements filed Commission by the Company with since January 1, 2003 (as such documents have since the SEC since December 31, 2004 (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 2004. As time of their respective dates, such Company’s Commission Filings (as filing been amended or supplemented, the "SEC Reports") (i) was timely filed and complied in all material respects with the requirements of the Securities Act and the Exchange Act and of 1934, as amended (the rules and regulations of the Commission promulgated thereunder"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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case, at the time of filing (or the time of subsequent amendment or supplement, in the case of any SEC Reports that have been subsequently amended or supplemented). The audited consolidated financial statements and any unaudited interim consolidated financial statements of (including, in each case, the Company notes, if any, thereto) included in such Company’s Commission Filings comply as to form the SEC Reports complied in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto, and have been were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, and except with respect to unaudited statements as permitted by Form 10-Q under of the Exchange ActSEC) and fairly present (subject, in all material respects the case of the unaudited interim financial statements, to year-end audit adjustments and the absence of notes thereto) the consolidated financial position of the Company as at the respective dates thereof and the consolidated results of its operations and its cash flows flow for the respective periods then ended.

Reports and Financial Statements. The Company has previously furnished the Purchaser with true and complete copiesfiled all forms, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K for the year ended December 31, 2004, as filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2004 (such reports, registration statements statements, and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all of the documents required to be filed by the Company it with the Securities and Exchange Commission ("SEC") since December 31January 1, 20041996 (such forms, reports, registration statements, and documents, together with any amendments thereto, are referred to as the "Company SEC Filings"). As of their respective dates, such Company’s Commission the Company SEC Filings (as amended or supplementedi) complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act of 1933 and the rules and regulations thereunder (the "1933 Act") and the Securities Exchange Act of 1934 and the Commission promulgated thereunderrules and regulations thereunder (the "1934 Act"), as the case 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 to make the statements made therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and any unaudited interim financial statements of included or incorporated by reference in the Company included SEC Filings, including but not limited to the Company's audited financial statements at and for the year ended December 31, 1997 (the "Company 1997 Financials"), (i) were prepared in such Company’s Commission Filings comply accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as to form may be indicated therein or in the notes thereto), (ii) complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto, and have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actiii) and fairly present in all material respects the consolidated financial position of the Company at as of the dates thereof and the results of its operations income, cash flows, and its cash flows changes in shareholders' equity for the periods then endedinvolved. The statements of earnings included in the audited or unaudited interim financial statements in the Company SEC Filings do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business, except as expressly specified in the applicable statement of operations or notes thereto. Prior to the date hereof, the Company has delivered to Parent complete and accurate copies of all Company SEC Filings since January 1, 1995. The Company has filed in a timely manner all reports required to be filed by it pursuant to Sections 13, 14, or 15(d) of the 0000 Xxx.

Reports and Financial Statements. The Company has previously furnished the Purchaser (a) Since December 15, 2004 (or April 13, 2005 with true respect to Holdings and complete copiesits subsidiaries), as amended or supplemented, of the following documentsGenco and, to the extent not available on applicable, each of the XXXXX system (i) Annual Report on Form 10-K for the year ended December 31other Companies, 2004, as has timely filed with the CommissionNRC, (ii) proxy statements relating to the PUC and any other Governmental Authority with jurisdiction all meetings of its shareholders (whether annual or special) since June 1material forms, 2005 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2004 (such reports, registration statements schedules, registrations, declarations and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all of the documents filings required to be filed by it under all applicable Laws, including the Public Utility Holding Company with Act of 1935 (“PUHCA”), the Commission since December 31Atomic Energy Act of 1954 (“AEA”) and the Texas Public Utility Regulatory Act, 2004. As and the respective rules and regulations thereunder (“PURA”), all of their respective dateswhich, such Company’s Commission Filings (as amended or supplemented) if applicable, complied in all material respects with the all applicable requirements of the Securities Act and the Exchange Act appropriate act and the rules and regulations promulgated thereunder. To the Company’s knowledge, as of the Commission promulgated thereunderdate of its filing, and Amendment No. 2 to the Registration Statement on Form S-1 of Texas Genco, Inc., filed September 1, 2005 (File No. 333-125524) (the “Form S-1”), 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. The Each of the audited consolidated financial statements as of and any for the period from July 19, 2004 through December 31, 2004 and unaudited interim consolidated financial statements as of and for the Company six-month period ended June 30, 2005 (including the notes related thereto) of Genco included in such Company’s Commission Filings comply the Form S-1 complied as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations regulations, was prepared from, and is in accordance with, the books and records of the Commission with respect theretoCompanies, which books and records have been maintained, and have been prepared which financial statements were prepared, in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actthereto) and fairly present presented in all material respects the financial position of the Company at Companies as of the dates thereof and the results of its operations and its their operations, cash flows and changes in financial position for the periods then endedreported (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that are immaterial to the Companies as a whole). All of the Companies are consolidated for accounting purposes.

Reports and Financial Statements. The Company has previously furnished the Purchaser with true and complete copiesdelivered, as amended or supplemented, of exhibits to the following documentsOffering Document, to the extent not available on Purchasers prior to the XXXXX system (i) Annual execution of this Agreement a copy of the Company's Transition Report on Form 10-K for the year transition period from January 1, 2003 to March 31, 2003, the Company's Quarterly Reports on Form 10-Q that have been filed for all quarters ended December since March 31, 2003, the Company's Current Reports on Form 8-K that were filed on January 23, 2004 and January 28, 2004, the definitive proxy statement for the Company's 2003 annual meeting of stockholders, and will deliver upon request any other Current Reports on Form 8-K filed since March 31, 2003 (as such documents have since the time of their filing been amended or supplemented, and together with all reports, documents and information filed on or after the date first written above through the date of Closing with the CommissionSEC, (ii) proxy statements relating to including all meetings of its shareholders (whether annual or special) since June 1information incorporated therein by reference, 2005 and (iii) all other reports or registration statements filed by collectively, the Company with the "SEC since December 31, 2004 (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”Reports"). The Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 2004. As of their respective dates, such Company’s Commission Filings SEC Reports (as amended or supplementeda) complied and will comply as to form in all material respects with the requirements of the Securities Act and the Securities Exchange Act and of 1934, as amended (the rules and regulations of the Commission promulgated thereunder"Exchange Act"), and (b) did not not, at the time of their filing, 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 any unaudited interim financial statements of the Company included in such Company’s Commission Filings the SEC Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto, and thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved, except as may be indicated therein otherwise specified in such financial statements or in the notes thereto andthereto, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) and fairly present in all material respects the financial position of the Company at and its consolidated subsidiaries as of and for the dates thereof and the results of its operations and its cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.

Reports and Financial Statements. The Company NAB has previously furnished the Purchaser with true and complete copies, as amended or supplemented, of the following documents, delivered to the extent not available on the XXXXX system Keystone -------------------------------- (i) NAB's Annual Report on Form 10-K for the year ended December 31, 20041994 containing consolidated balance sheets of NAB at December 31, as filed with 1994 and 1993 and consolidated statements of income, stockholders' equity and cash flows of NAB for the Commissionthree years ended December 31, 1994, all certified by Parente, Xxxxxxxx, Xxxxxxx, Xxxxx & Associates, independent auditors, (ii) proxy NAB's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995 containing an unaudited consolidated balance sheet of NAB as of such date and unaudited consolidated statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 income and cash flows of NAB for the interim periods reflected therein and (iii) all other reports or registration statements any Current Reports on Form 8-K filed by the Company with the SEC NAB since December 31, 2004 1994. All such reports (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 2004. As of their respective dates, such Company’s Commission Filings (as amended or supplementedi) complied comply in all material respects with the requirements of the Securities Act and the Exchange Act of 1934 (the "Exchange Act") and the rules and regulations of the Commission promulgated SEC thereunder, and did (ii) do not contain any untrue statement of a material fact or and (iii) do not 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 All such financial statements statements, including the related notes and any unaudited interim financial statements of the Company included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect theretoschedules, and have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in therein) and fairly present the notes thereto andconsolidated financial condition, assets and liabilities of NAB at the dates thereof and the consolidated results of operations, stockholders' equity and cash flows of NAB for the periods stated therein, subject, in the case of the quarterly interim financial statements, as permitted by Form 10to normal and recurring year-Q under end audit adjustments and except that the Exchange Act) and fairly present in interim financial statements do not contain all material respects the financial position of the Company at the dates thereof and the results of its operations and its cash flows for the periods then endednotes required by generally accepted accounting principles.

Reports and Financial Statements. The Company Alloy has previously furnished the Purchaser with heretofore made -------------------------------- available to LDI true and complete copiescopies of all reports, as amended or supplementedregistration statements, of the following documents, to the extent not available on the XXXXX system definitive proxy statements and other documents (iin each case together with all amendments and supplements thereto) Annual Report on Form 10-K for the year ended December 31, 2004, as filed by Alloy with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) Commission since June March 1, 2005 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2004 2000 (such reports, registration statements, definitive proxy statements and other filingsdocuments, together with any amendments or and supplements thereto, are sometimes collectively referred to as the “COMPANY COMMISSION FILINGS”"Alloy Commission Filings"). The Company Alloy Commission Filings constituted constitute all of the documents (other than preliminary material) that Alloy was required to be filed by the Company file with the Commission since December 31, 2004such date. As of their respective dates, such Company’s each of the Alloy Commission Filings (as amended or supplemented) complied in all material respects with the applicable requirements of the Securities Act and Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations under each such Act, and none of the Alloy Commission promulgated thereunder, and did not contain Filings contained as of such date 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 When filed with the Commission, the financial statements and any unaudited interim financial statements of the Company included in such Company’s the Alloy Commission Filings comply complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, and have been were prepared in accordance with GAAP generally accepted accounting principles (as in effect from time to time) applied on a consistent basis (except as may be indicated therein or in the notes thereto andor schedules thereto), in the case of the quarterly and such financial statements, as permitted by Form 10-Q under the Exchange Act) and statements fairly present in all material respects the consolidated financial position of the Company Alloy and its consolidated Subsidiaries as at the dates thereof and the consolidated results of its their operations and its their consolidated cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to year-end audit adjustments, none of which are expected to be material in nature or amount. Since May 14, 1999, except as disclosed in the Alloy Commission Filings filed with the Commission prior to the date hereof, as of the date hereof neither Alloy nor any Subsidiary of Alloy has incurred any liability or obligation of any kind which, in any case or in the aggregate, is material to the business, assets, results of operations or financial condition of Alloy and its Subsidiaries, taken as a whole.

Reports and Financial Statements. The Company Parent has previously furnished the Purchaser with true and complete copies, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K for the year ended December 31, 2004, as filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2004 (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission SEC pursuant to the Exchange Act or the Securities Act of 1933 (the “Securities Act”) since December 31May 14, 20042009 (collectively, the “SEC Reports”), and has previously made available to the Lender true and complete copies of all such SEC Reports. As Such SEC Reports, as of their respective dates, such Company’s Commission Filings dates (as or if amended or supplemented) superseded by a filing prior to the date of this Agreement, then on the date of such filing), complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and Act, as the rules and regulations of the Commission promulgated thereundercase may be, and did not contain none of such SEC Reports (together with all other written information heretofor provided by Parent to the Lender in connection with this Agreement), as of their respective dates (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 any unaudited interim financial statements of the Company Parent included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, and SEC Reports have been prepared in accordance with GAAP consistently applied throughout the periods indicated (except as may be indicated otherwise noted therein or in the notes thereto andor, in the case of the quarterly financial unaudited statements, as permitted by Form 10-Q under of the Exchange ActSEC) and 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 respects, the consolidated financial position of the Company at Parent as of the dates thereof and the consolidated results of its operations and its cash flows of Parent for the periods then ended. Except as disclosed in the SEC Reports there has been no change in any of the significant accounting policies or procedures of Parent since May 14, 2009.

Reports and Financial Statements. The Company has previously furnished the Purchaser with true and complete copiesExcept as set forth on Schedule 3.2(f), as amended each form, report, schedule, registration statement, definitive proxy statement or supplemented, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K for the year ended December 31, 2004, as other document filed by PLC with the Commission, Securities and Exchange Commission (ii) proxy statements relating to all meetings of its shareholders (whether annual or specialthe "SEC") since June January 1, 2005 and 1996 (iiias such documents have since the time of their filing been amended, the "PLC Reports"), which include all the documents (other than preliminary proxy materials) all other reports or registration statements filed by the Company that PLC was required to file with the SEC since December 31such date, 2004 (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 2004. As of their respective dates, such Company’s Commission Filings (as amended or supplemented) complied in all material respects with the requirements of the Securities Act and or the Exchange Act Act, as the case may be, and the rules and regulations of the Commission promulgated thereunder, and did not contain SEC thereunder applicable to such PLC Reports. None of the PLC 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, except for such statements, if any, as have been modified by subsequent filings prior to the date hereof. The audited consolidated financial statements and any unaudited interim financial statements of the Company PLC included in such Company’s Commission Filings reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto, and have been prepared in accordance with GAAP accounting principles generally accepted in the United States applied on a consistent basis ("GAAP") during the periods involved (except as may be indicated therein or in the notes thereto andor, in the case of the quarterly financial unaudited statements, as permitted by Form 10-Q under the Securities Act or the Exchange Act) and fairly present (subject in all material respects the case of the unaudited statements to normal, recurring audit adjustments) the consolidated financial position of PLC and the Company at PLC Subsidiaries as of the dates thereof and the consolidated results of its their operations and its cash flows for the periods then ended.

Reports and Financial Statements. The Company has previously furnished the Purchaser with true and complete copies, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system (i) Annual Report filed all Reports -------------------------------- on Form 10-K, Form 10-Q and Form 8-K for the year ended December 31, 2004, as filed with the Commission, (ii) and proxy statements relating required under the Exchange Act to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iii) all other reports or registration statements be filed by the Company with the SEC since December 31January 1, 2004 1996 (such reportscollectively, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”"Company SEC Filings"). The Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 2004. As of their respective dates, such Company’s Commission each of the Company SEC Filings (as amended or supplemented) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and did not contain none of the Company SEC Filings contained as of such date 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 When filed with the SEC, the financial statements and any unaudited interim financial statements of (including the related notes) included in the Company included in such Company’s Commission SEC Filings comply complied as to form in all material respects with the applicable accounting requirements of the Exchange Act and the published applicable rules and regulations of the Commission with respect thereto, thereunder and have been were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto andschedules thereto), and such financial statements fairly present, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended, subject, in the case of the quarterly unaudited interim financial statements, to normal, recurring year-end audit adjustments. Except (i) as permitted by Form 10-Q under and to the Exchange Act) and fairly present in all material respects extent disclosed or reserved against on the financial position balance sheet of the Company at as of September 30, 1998 included in the dates Company SEC Filings, or (ii) as incurred after the date thereof and in the results ordinary course of its operations and its cash flows for business consistent with prior practice, none of the periods then endedCompany, any of the Company's subsidiaries or, to the knowledge of the Company, any Company Equity Affiliate has incurred any liability or obligation of any kind that, individually or in the aggregate, has or would have a Material Adverse Effect on the Company.