Common use of Reports and Financial Statements Clause in Contracts

Reports and Financial Statements. Each Seller has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Each Seller has previously delivered to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1996 and for the two immediately preceding fiscal years, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1994, until the date hereof, and (c) all other reports and registration statements filed by each Seller with the SEC since January 1, 1994 (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "SELLERS SEC REPORTS"). The Sellers SEC Reports are identified on the Sellers Disclosure Schedule. As of their respective dates, the Sellers 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of each Seller included in such reports (collectively, the "SELLERS FINANCIAL STATEMENTS") have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the financial position of each Seller and their respective Subsidiaries as of the dates thereof and the results of their operations and 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. Each Seller (a) The Company has filed with previously made available to the SEC all forms, statements, reports Parent complete and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of whichaccurate copies, as amended if applicableor supplemented, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Each Seller has previously delivered to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports Report on Form 10-K or Form 10-KSB for the fiscal year years ended December January 31, 1996 and for the two immediately preceding fiscal years1997, as filed with the Securities and Exchange Commission (the "SEC"), and amendments thereto, (b) Quarterly Report on Form 10-QSB for the fiscal quarter ended March 31, 1998, (c) Current Reports on Form 8-K filed with the SEC since January 1, 1996, (d) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from since January 1, 1994, until the date hereof1996, and (ce) the final prospectus filed with the SEC on May 6, 1997 pursuant to Rule 424(b) under the Securities Act (such annual reports, proxy statements, prospectuses and other filings, together with any amendments or supplements thereto, are collectively referred herein as the "Company Reports"). The Company Reports constitute all other reports of the periodic reports, current reports, proxy statements, information statements and final prospectuses contained in registration statements filed or required to be filed by each Seller the Company with the SEC since January 1, 1994 1996 pursuant to the Exchange Act or the Securities Act of 1933, as amended (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "SELLERS SEC REPORTSSecurities Act"). The Sellers SEC Reports are identified on the Sellers Disclosure Schedule. As of their respective dates, the Sellers SEC 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of each Seller the Company included in such reports the Company Reports (collectivelytogether, the "SELLERS FINANCIAL STATEMENTSFinancial Statements") (i) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (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, and in the case of quarterly financial statements, as permitted by Form 10-Q or Form 10-QSB under the Exchange Act and subject to normal recurring year-end adjustments), (iii) and fairly present the consolidated financial position condition, results of each Seller operations and their respective cash flows of the Company and the Subsidiaries as of the respective dates thereof and the results of their operations and changes in financial position for the periods then endedreferred to therein, subject, and (iv) are consistent in all material respects with the case books and records of the unaudited interim financial statementsCompany and the Subsidiaries. The Company has also made available to the Parent all offering documents used in connection with any offer or sale of securities by the Company since January 1, to normal year-end and audit adjustments and any other adjustments described therein.1996, which documents are identified in Schedule 2.7(a) of the Company Disclosure Schedule. ---------------

Reports and Financial Statements. Each Seller By signing this Agreement, each Lender: (a) agrees to furnish the Agent with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Agent has filed with received written notice thereof from such Lender; (b) is deemed to have requested that the SEC Agent furnish such Lender, promptly after they become available, copies of all forms, statements, reports Borrowing Base Certificates and documents (including all exhibits, post-effective amendments and supplements thereto) financial statements required to be filed delivered by it under each the Lead Borrower hereunder and all commercial finance examinations and appraisals of the Securities ActCollateral received by the Agent (collectively, the Exchange Act “Reports”); (c) expressly agrees and acknowledges that the respective rules Agent makes no representation or warranty as to the accuracy of the Reports, and regulations thereundershall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, all of whichthat the Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as amended if applicable, complied when filed in all material respects with all applicable requirements well as on representations of the appropriate act and the rules and regulations thereunder. Each Seller has previously delivered Loan Parties’ personnel; (e) agrees to Parent copies (including keep all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1996 and for the two immediately preceding fiscal years, as filed confidential in accordance with the SECprovisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, (b) proxy and information statements relating to agrees: (i) all meetings of its stockholders (whether annual to hold the Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or special) conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1994, until the date hereofto pay and protect, and indemnify, defend, and hold the Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (cincluding attorney costs) all incurred by the Agent and any such other reports and registration statements filed by each Seller with the SEC since January 1, 1994 (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to Lender preparing a Report as the "SELLERS SEC REPORTS")direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. The Sellers SEC Reports are identified on the Sellers Disclosure Schedule. As of their respective dates, the Sellers 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of each Seller included in such reports (collectively, the "SELLERS FINANCIAL STATEMENTS") have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the financial position of each Seller and their respective Subsidiaries as of the dates thereof and the results of their operations and 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.Section 9.13

Reports and Financial Statements. Each Seller Western has filed with the SEC Commission all formsprospectuses, statements, proxy statements and reports and documents (including all exhibitsexhibits and schedules thereto and documents incorporated by reference therein) which were required under the Securities Act or the Exchange Act to be filed with the Commission by Western since December 31, post-effective amendments 1991, and supplements theretowill file all proxy statements and reports (including all exhibits and schedules thereto and documents incorporated by reference therein) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Each Seller has previously delivered to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1996 and for the two immediately preceding fiscal years, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1994, until after the date hereof, hereof and (c) all other reports and registration statements filed by each Seller with the SEC since January 1, 1994 (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as Effective Time (collectively, the "SELLERS Western SEC REPORTSDocuments"). The Sellers SEC Reports are identified on the Sellers Disclosure Schedule. As of their respective dates, the Sellers Western SEC Reports did not contain Documents filed with the Commission prior to the date hereof complied in all material respects with all material requirements of the Securities Act or the Exchange Act, as the case may be, and the Western SEC Documents to be filed with the Commission after the date hereof will so comply. Western has made available to BJ copies of all Western SEC Documents filed with the Commission prior to the date hereof and will deliver promptly to BJ after they are filed with the Commission all Western SEC Documents filed after the date hereof. None of the Western SEC Documents contained, or will contain, as of its date, any untrue statement of a material fact or omit omitted, or will omit, to state a material fact required to be stated therein or necessary to make the statements thereinmade, in the light of the circumstances under which they were made, not misleading. The (i) audited fiscal year end consolidated financial balance sheets and related consolidated statements of operations, stockholders' equity and cash flows, including the notes thereto, together with the reports thereon of Western's independent public accountants, and (ii) unaudited interim consolidated financial balance sheets and the related unaudited interim consolidated statements of each Seller operations, stockholders' equity and cash flows, which are, or will be, included in such reports (collectivelyWestern SEC Documents or incorporated by reference therein, the "SELLERS FINANCIAL STATEMENTS") have been prepared present, or will present, in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto) books and records of Western and its subsidiaries, fairly present the financial position, results of income, cash flows and financial position of each Seller Western and their respective Subsidiaries its subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then endedindicated and are, subjector will be, in conformity with generally accepted accounting principles, except, in the case of the unaudited interim financial statements, for the lack of explanatory footnote disclosures required by generally accepted accounting principles, and subject to normal year end audit adjustments. Western's consolidated balance sheet at September 30, 1994 included in the Western SEC Documents is hereinafter called the "Latest Western Balance Sheet." There is no liability or obligation of any kind, whether accrued, absolute, fixed or contingent, of Western or any subsidiary of Western required by generally accepted accounting principles to be reflected or reserved against or otherwise disclosed in the Latest Western Balance Sheet which is not so reflected or reserved against of which the executive officers of Western have knowledge, that individually or in the aggregate is reasonably likely to have a Western Material Adverse Effect, except for normal year-end and audit adjustments and any other adjustments described thereinin the Latest Western Balance Sheet.

Reports and Financial Statements. Each Seller (a) Since January 1, 1994, or such earlier date as EnSys was obligated to file such documents, EnSys has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) with the SEC required to be filed by be it under each of pursuant to the Securities Act, the Exchange 1933 Act and the respective Securities Exchange Act of 1934, as amended (the "1934 Act") and the SEC rules and regulations thereunder, and all of whichsuch forms, as amended if applicable, reports and documents filed with the SEC have complied when filed in all material respects with all applicable requirements of the appropriate act federal securities laws and the SEC rules and regulations promulgated thereunder. Each Seller has previously delivered to Parent Attached hereto as Schedule 4.7 are true, correct and complete copies (including of all exhibitsforms, post-effective reports, documents, and amendments thereto and supplements thereto) of its (a) Annual Reports on Form 10-K other filings filed by EnSys with the SEC for the fiscal year ended December 31, 1996 and for the two immediately preceding fiscal years, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting periods covering from January 1, 1994, until the date hereof, and (c) all other reports and registration statements filed by each Seller with the SEC since January 1, 1994 (the documents referred to in clauses (a), (b) and (c) filed prior 1995 to the date hereof (such forms, reports, documents and other filings, together with any amendments thereto, are collectively referred to herein as the "SEC Filings"). The SEC Filings attached hereto include EnSys' audited consolidated balance sheets as of December 31, 1994 and 1995 and the related statements of operations, stockholders' equity and cash flows for the years then ended (herein collectively referred to as the "SELLERS SEC REPORTSEnSys Financial Statements"). The Sellers SEC Reports are identified on the Sellers Disclosure Schedule. As , audited by KPMG Peat Marwick LLP, EnSys' independent certified public accountants, each of their respective dates, the Sellers 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of each Seller included in such reports (collectively, the "SELLERS FINANCIAL STATEMENTS") EnSys Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in accordance with GAAP the financial position of each Seller and their respective Subsidiaries EnSys as of the dates date of such EnSys Financial Statements and the results of its operations for the periods covered thereby, subject only to the matters described in the accountant's report attached thereto. The SEC Filings attached hereto also include EnSys' unaudited interim financial statements consisting of a consolidated balance sheet as of June 30, 1996 and a consolidated income statement and statement of cash flows for the six month period then ended (the "EnSys Interim Financial Statements"). The EnSys Interim Financial Statements are in accordance with the books and records of EnSys, were prepared in accordance with GAAP applied on a consistent basis, except as set forth on Schedule 4.7(a), and fairly present in accordance with GAAP the financial position of EnSys as of the date thereof and the results of their its operations and 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 thereincovered thereby.

Reports and Financial Statements. Each Seller has filed with By signing this Agreement, each Lender: (a) [reserved]; (b) is deemed to have requested that the SEC Administrative Agent furnish such Lender, promptly after they become available, copies of all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) financial statements required to be filed delivered by it under each the Administrative Borrower hereunder and all field examinations, audits and appraisals of the Securities ActCollateral received by the Administrative Agent (collectively, the Exchange Act “Reports”); (c) expressly agrees and acknowledges that the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Each Seller has previously delivered to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1996 and for the two immediately preceding fiscal years, as filed with the SEC, (b) proxy and information statements relating to Administrative Agent (i) all meetings makes no representation or warranty as to the accuracy of its stockholders (whether annual or special) the Reports, and (ii) actions by written consent shall not be liable for any information contained in lieu of a stockholders' meeting from January 1, 1994, until any Report; (d) expressly agrees and acknowledges that the date hereof, and (c) all other reports and registration statements filed by each Seller with the SEC since January 1, 1994 (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "SELLERS SEC REPORTS"). The Sellers SEC Reports are identified not comprehensive audits or examinations, that the Administrative Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on the Sellers Disclosure Schedule. As of their respective dates, the Sellers 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 the light representations of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of each Seller included in such reports Loan Parties’ personnel; (collectively, the "SELLERS FINANCIAL STATEMENTS"e) have been prepared agrees to keep all Reports confidential in accordance with GAAP applied on the provisions of Section 10.08 (other than clause (e) thereof); and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Administrative Agent and any such other Lender preparing a consistent basis (except as Report harmless from any action the indemnifying Lender may be indicated therein take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Loans or Letters of Credit that the notes thereto) and fairly present indemnifying Lender has made or may make to the financial position of each Seller and their respective Subsidiaries as Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans of the dates thereof Borrowers; and (ii) to pay and protect, and indemnify, defend, and hold the results Administrative Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney costs) incurred by the Administrative Agent and any such other Lender preparing a Report as the direct or indirect result of their operations and changes in financial position any third parties who might obtain all or part of any Report through the indemnifying Lender; provided that no Lender shall be liable for the periods then ended, subject, in payment to the case of the unaudited interim financial statements, to normal year-end and audit adjustments and Administrative Agent or any other adjustments described therein.Lender preparing a Report for any portion of losses arising from such claims, actions, proceedings, damages, costs, expenses and other amounts (including attorney costs) to the extent resulting from the Administrative

Reports and Financial Statements. Each Seller Since January 1, 1996, Buyer has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act Act, applicable laws and regulations of Buyer's jurisdiction of incorporation and the respective rules and regulations thereunder, all of which, as amended if applicableto the best knowledge of Buyer, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Each Seller Buyer has previously delivered to Parent the Seller true and complete copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-KSB, Quarterly Reports on Form 10-QSB, and Current Reports on Form 8-K for the fiscal year ended December 31, 1996 and for the two immediately preceding fiscal years, as filed by Buyer with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from SEC since January 1, 1994, 1996 until the date hereof, and (cb) all other reports and or registration statements filed by each Seller Buyer with the SEC since January 1, 1994 1996, until the date hereof (collectively, the documents referred to in clauses (a), (b"Buyer SEC Reports") and (cd) filed prior to audited consolidated financial statements of Buyer for the date hereof are collectively referred to as fiscal year ended March 31, 1997, and its unaudited consolidated financial statements for the six months ended September 30, 1997 (collectively, the "SELLERS SEC REPORTSRecent Buyer Financial Statements"). The Sellers SEC Reports are identified on the Sellers Disclosure Schedule. As of their respective dates, the Sellers Buyer 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of each Seller Buyer included in such reports the Buyer SEC Reports and the Recent Buyer Financial Statements (collectively, the "SELLERS FINANCIAL STATEMENTSBuyer Financial Statements") have been prepared fairly present the financial position of Buyer and its consolidated subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods then ended in accordance conformity with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the financial position of each Seller and their respective Subsidiaries as of the dates thereof and the results of their operations and 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. Each Seller The Buyer has filed with previously furnished to the SEC all forms, statements, reports Sellers complete and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of whichaccurate copies, as amended if applicableor supplemented, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Each Seller has previously delivered to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its its: (a) Annual Reports Report on Form 10-K for the fiscal year ended December 31, 1996 and for the two immediately preceding fiscal years2000, as filed with the SEC, ; (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from since January 1, 1994, until the date hereof, 2001; and (c) all other reports and or registration statements statements, other than Registration Statements on Form S-8, filed by each Seller the Buyer with the SEC since January 1October 30, 1994 2000 (the documents referred to in clauses (a)such annual reports, (b) proxy statements, registration statements and (c) filed prior to the date hereof other filings, together with any amendments or supplements thereto, are collectively referred to herein as the "SELLERS SEC BUYER REPORTS"). The Sellers Buyer Reports constitute all of the documents filed by the Buyer with the SEC Reports are identified since October 30, 2000, other than any Registration Statement on the Sellers Disclosure ScheduleForm S-8. As of their respective dates, the Sellers SEC 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 the light of the circumstances under which they were made, not misleading. The consolidated audited consolidated financial statements and consolidated unaudited interim consolidated financial statements of each Seller the Buyer included in such reports the Buyer Reports (collectivelytogether, the "SELLERS BUYER FINANCIAL STATEMENTS"): (i) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto; (ii) have been prepared in accordance with US GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in by Form 10-Q under the notes theretoSecurities Exchange Act of 1934, as amended, and subject to normal recurring year-end adjustments); (iii) and fairly present the consolidated financial position condition, results of operations and cash flows of the Buyer and each Seller and their respective of its Subsidiaries as of the respective dates thereof and the results of their operations and changes in financial position for the periods then ended, subject, referred to therein; and (iv) are consistent in all material respects with the case books and records of the unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described thereinBuyer.

Reports and Financial Statements. Each Seller Purchaser has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under with the Securities and Exchange Commission (SEC) pursuant to the Securities Exchange Act of 1934 ("Exchange Act") or the Securities Act (collectively, the "Purchaser SEC Reports"), and has previously made available to each of the Securities Act, the Exchange Act Shareholders true and the respective rules and regulations thereunder, complete copies of all of whichsuch SEC Reports. Such Purchaser SEC Reports, as amended if applicableof their respective dates, complied when filed in all material respects with all the applicable requirements of the appropriate act Securities Act and the rules and regulations thereunder. Each Seller has previously delivered to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1996 and for the two immediately preceding fiscal yearsExchange Act, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1994, until the date hereofcase may be, and (c) all other reports and registration statements filed by each Seller with the SEC since January 1, 1994 (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "SELLERS SEC REPORTS"). The Sellers none of such Purchaser SEC Reports are identified on the Sellers Disclosure Schedule. As of their respective dates, the Sellers SEC Reports 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 contained herein or therein, in the light of the circumstances under which they were made, not misleading. The Each of the audited consolidated financial statements of Purchaser (including any related notes and schedules) included (or incorporated by reference) in its Annual Report on Form 10-K for the fiscal year ended January 31, 2000, and the unaudited interim consolidated consolidted financial statements of each Seller Purchaser (including any related notes and schedules) included (or incorporated by reference) in any Form 10-Qs filed by Purchaser subsequent to the filing of such reports Form 10-K, (collectively, the "SELLERS FINANCIAL STATEMENTS"a) have been prepared in accordance with GAAP generally accepted accounting principles (GAAP) applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the financial position of each Seller and their respective Subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended, subject, in the case of the unaudited consolidated financial statements, to year-end closing adjustments not material in amount and the lack of full footnote presentations and except that the presentation and disclosures in such statements conform with the applicble rules of the Exchange Act, but include all adjustments necessary to conform to GAAP requirements with respect to interim financial statements, to normal year-end and audit adjustments (b) fairly present, in all material respects, the consolidated financial position of Purchaser and any other adjustments described thereinits consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and their cash flows for the periods then ended.

Reports and Financial Statements. Each Seller has filed with Except as set forth in Section 7.5 of the SEC all formsWestern Resources Disclosure Schedule, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) the filings required to be filed made by it Western Resources, KGE and the Western Resources Subsidiaries since January 1, 1994 under each of the Securities Act, the Exchange Act Act, the 1935 Act, the Power Act, the Atomic Energy Act, and the respective rules applicable state public utility laws and regulations thereunderhave been filed with the SEC, all of whichthe FERC, the NRC or the appropriate state public utilities commission, as amended if applicablethe case may be, complied when filed including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate act statutes and the rules and regulations thereunder, except for such filings the failure of which to have been made or to so comply would not result in a Western Resources Material Adverse Effect. Each Seller has previously delivered to Parent copies (including all exhibits"Western Resources SEC Reports" shall mean each report, post-effective amendments schedule, registration statement and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1996 and for the two immediately preceding fiscal years, as definitive proxy statement filed with the SEC, (b) proxy SEC by Western Resources and information statements relating KGE pursuant to (i) all meetings the require- ments of its stockholders (whether annual the Securities Act or special) and (ii) actions by written consent in lieu of a stockholders' meeting from Exchange Act since January 1, 1994, until as such documents have since the date hereof, and (c) all other reports and registration statements filed by each Seller with the SEC since January 1, 1994 (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "SELLERS SEC REPORTS"). The Sellers SEC Reports are identified on the Sellers Disclosure Scheduletime of their filing been amended. As of their respective dates, the Sellers Western Resources 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of each Seller Western Resources included in such reports the Western Resources SEC Reports (collectively, the "SELLERS FINANCIAL STATEMENTSWestern Resources Financial Statements") have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the financial position of each Seller Western Resources and their respective Subsidiaries KGE as of the dates thereof and the results of their operations and changes in financial position cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal yearnormal, recurring audit adjustments. True, accurate and complete copies of the Western Resources Articles, Western Resources' By-end Laws, the articles of incorporation of KGE and audit adjustments and any other adjustments described thereinthe by-laws of KGE, as in effect on the date hereof, are included (or incorporated by reference) in the Western Resources SEC Reports.

Reports and Financial Statements. Each Seller Since May 15, 1997, Parent has filed with the SEC Securities and Exchange Commission (the "SEC") all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act of 1933, as amended (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 when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Each Seller Parent has previously delivered or made available to Parent the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports Report on Form 10-K for the fiscal year ended December 31, 1996 and for the two immediately preceding fiscal years1997, as filed with the SEC, (b) its proxy and information statements statement relating to its 1998 annual meeting of stockholders, (ic) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1Quarterly Report on Form 10-Q for the period ended March 31, 1994, until the date hereof1998, and (cd) all other reports reports, including quarterly reports, and registration statements filed by each Seller Parent with the SEC since January 1May 15, 1994 1997 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b), (c) and (cd) filed prior to the date hereof are collectively referred to as the "SELLERS Parent SEC REPORTSReports"). The Sellers SEC Reports are identified on the Sellers Disclosure Schedule. As of their respective dates, the Sellers 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 the light of the circumstances under which they were made, not misleading. The representation in the preceding sentence shall not apply to any misstatement or omission in any Parent SEC Report filed prior to the date of this Agreement which was superseded by a subsequent Parent SEC Report filed prior to the date of this Agreement. The audited consolidated financial statements and unaudited interim consolidated financial statements of each Seller Parent included in such reports the Parent's Annual Report on Form 10-K for the year ended December 31, 1997 (collectively, the "SELLERS FINANCIAL STATEMENTSParent Financial Statements") have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the financial position of each Seller Parent and their respective Subsidiaries its subsidiaries as of the dates thereof and the results of their operations and 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. Each Seller Target has timely filed all reports, registration statements and other filings, together with any amendments required to be made with respect thereto, that it has been required to file with the SEC all formsunder the Securities Act and the Exchange Act since January 1, statements1997. All reports, reports registration statements and documents other filings (including all exhibitsnotes, post-effective amendments exhibits and supplements theretoschedules thereto and documents incorporated by reference therein) required to be filed by it under each Target with the Securities and Exchange Commission (the "SEC") since January 1, 1997 through the date of this Agreement, together with any amendments thereto, are collectively referred to as the "Target SEC Reports." As of the respective dates of their filing with the SEC, the Target SEC Reports complied in all material respects with the Securities Act, the Exchange Act and the respective rules and regulations of the SEC thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Each Seller has previously delivered to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1996 and for the two immediately preceding fiscal years, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1994, until the date hereof, and (c) all other reports and registration statements filed by each Seller with the SEC since January 1, 1994 (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "SELLERS SEC REPORTS"). The Sellers SEC Reports are identified on the Sellers Disclosure Schedule. As of their respective dates, the Sellers 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 made therein, in the light of the circumstances under which they were made, not misleading. The audited Each of the consolidated financial statements and unaudited interim consolidated financial statements of each Seller (including any related notes or schedules) included in such reports (collectively, the "SELLERS FINANCIAL STATEMENTS") have been Target SEC Reports was prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated noted therein or in the notes or schedules thereto) and complied with the rules and regulations of the SEC, and such consolidated financial statements fairly present the consolidated financial position of each Seller Target and their respective its Subsidiaries as of the dates thereof and the results of their operations operations, cash flows and changes in financial position stockholders' equity for the periods then ended, ended (subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described thereinon a basis consistent with past periods).

Reports and Financial Statements. Each Seller By signing this Agreement, each Lender: (a) agrees to furnish the Agent with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Agent has filed with received written notice thereof from such Lender; (b) is deemed to have requested that the SEC Agent furnish such Lender, promptly after they become available, copies of all forms, statements, reports Borrowing Base Certificates and documents (including all exhibits, post-effective amendments and supplements thereto) financial statements required to be filed delivered by it under each the Lead Borrower hereunder and all commercial finance examinations and appraisals of the Securities ActCollateral received by the Agent (collectively, the Exchange Act “Reports”); (c) expressly agrees and acknowledges that the respective rules Agent makes no representation or warranty as to the accuracy of the Reports, and regulations thereundershall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, all of whichthat the Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as amended if applicable, complied when filed in all material respects with all applicable requirements well as on representations of the appropriate act and the rules and regulations thereunder. Each Seller has previously delivered Loan Parties’ personnel; (e) agrees to Parent copies (including keep all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1996 and for the two immediately preceding fiscal years, as filed confidential in accordance with the SECprovisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, (b) proxy and information statements relating to agrees: (i) all meetings of its stockholders (whether annual to hold the Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or special) conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1994, until the date hereofto pay and protect, and (c) all indemnify, defend, and hold the Agent and any such other reports Lender preparing a Report harmless from and registration statements filed by each Seller with the SEC since January 1, 1994 (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "SELLERS SEC REPORTS"). The Sellers SEC Reports are identified on the Sellers Disclosure Schedule. As of their respective datesagainst, the Sellers 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 claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of each Seller included in such reports (collectively, the "SELLERS FINANCIAL STATEMENTS") have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the financial position of each Seller and their respective Subsidiaries as of the dates thereof and the results of their operations and 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 Agent and any other adjustments described therein.-139- 6245414.1

Reports and Financial Statements. Each Seller has filed By signing this Agreement, each Lender (and with respect to clause (a), each Secured Party): (a) agrees to furnish the SEC Administrative Agent at its written request, and at such frequency as the Administrative Agent may reasonably request in writing, with a summary of all formsObligations of any Loan Party arising under any Secured Hedge Agreement and all Cash Management Obligations due or to become due to such Lender or its Affiliates or branches; (b) is deemed to have requested that the Administrative Agent furnish such Lender, statementspromptly after they become available, reports copies of all financial statements (and documents (including all exhibits, post-effective amendments and supplements theretoother information) required to be filed delivered by it the Borrowers under each Section 7.1 and Section 7.2, all commercial finance examinations and appraisals of the Securities ActCollateral received by the Administrative Agent (collectively, the Exchange Act “Reports”), and the respective rules notices delivered by the Borrowers under Section 7.3, and regulations thereunderthe Administrative Agent agrees to furnish the same promptly to the Lenders (which Reports may be furnished in accordance with the penultimate paragraph of Section 6.1); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, all of whichand shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Administrative Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as amended if applicable, complied when filed in all material respects with all applicable requirements well as on representations of the appropriate act and the rules and regulations thereunder. Each Seller has previously delivered Loan Parties’ personnel; (e) agrees to Parent copies (including keep all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1996 and for the two immediately preceding fiscal years, as filed confidential in accordance with the SECprovisions of Section 12.17 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, (b) proxy and information statements relating to agrees: (i) all meetings to hold the Administrative Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any credit extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in Swing Loans and Letters of its stockholders (whether annual Credit, or special) the indemnifying Lender’s purchase of, Loans of the Borrowers; and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1994, until the date hereofto pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (cincluding attorney costs) all incurred by the Administrative Agent and any such other reports and registration statements filed by each Seller with the SEC since January 1, 1994 (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to Lender preparing a Report as the "SELLERS SEC REPORTS"). The Sellers SEC Reports are identified on direct or indirect result of any third parties who might obtain all or part of any Report through the Sellers Disclosure Schedule. As of their respective dates, the Sellers 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, indemnifying Lender in the light violation of the circumstances under which they were made, not misleadingterms hereof. The audited consolidated financial statements and unaudited interim consolidated financial statements of each Seller included in such reports (collectively, the "SELLERS FINANCIAL STATEMENTS") have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the financial position of each Seller and their respective Subsidiaries as of the dates thereof and the results of their operations and 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.SECTION 11.17

Reports and Financial Statements. Each Seller (a) Remington has timely filed with the SEC all forms, reports, registration statements, reports certifications and other documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Each Seller has previously delivered to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1996 and for the two immediately preceding fiscal years, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1994, until the date hereof, and (c) all other reports and registration statements filed by each Seller Remington with the SEC since January 1, 1994 2003 (collectively, the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "SELLERS “Company SEC REPORTS"Reports”). The Sellers Company SEC Reports are identified on were prepared in accordance with the Sellers Disclosure Schedule. As applicable requirements of the Exchange Act and the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”) and did not as of their respective dates, or as restated through the Sellers SEC Reports did not date hereof, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein 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. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC. To the knowledge of the Company, as of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review. Other than Remington, no Company Subsidiary is required to file any form, report, registration statement or other document with the SEC. (b) The Company has delivered to the Buyer (i) audited standalone statements of operations, changes in stockholders’ equity and cash flows of the Company for the fiscal years ended December 31, 2004 and December 31, 2005 and audited standalone balance sheets of the Company as at such dates, together with the notes thereto (the “Company Audited Financial Statements”), (ii) audited consolidated financial statements and unaudited interim consolidated financial statements of each Seller included operations, changes in stockholders’ equity and cash flows of Remington and its Subsidiaries for the fiscal years ended December 31, 2003, December 31, 2004, December 31, 2005 and December 31, 2006 and audited consolidated balance sheets of Remington and its Subsidiaries as at such reports dates, together with the notes thereto (collectivelythe “Remington Audited Financial Statements” and, together with the Company Audited Financial Statements, the "SELLERS FINANCIAL STATEMENTS"“Audited Financial Statements”), (iii) unaudited consolidated statements of operations, changes in stockholders’ equity and cash flows of Remington 18 and its Subsidiaries for the nine months ending September 30, 2006 and an unaudited consolidated balance sheet of Remington and its Subsidiaries as at such date (the “Remington Interim Financial Statements”), and (iv) unaudited consolidated statements of operations, changes in stockholders’ equity and cash flows of the Company for the nine months ending September 30, 2006 and an unaudited consolidated balance sheet of the Company as at such date (the “Company Interim Financial Statements” and, together with the Audited Financial Statements and the Remington Interim Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP generally accepted accounting principles (“GAAP”) consistently applied on a consistent basis (except as may be indicated therein or in the notes thereto) throughout the periods indicated and present fairly present in all material respects the financial position of each Seller and their respective Subsidiaries as condition of the dates thereof and the results of their operations and changes in financial position for the periods then ended, subjectCompany, in the case of the unaudited interim Company Audited Financial Statements, the Company and its Subsidiaries on a consolidated basis in the case of the Company Interim Financial Statements, and Remington and its Subsidiaries on a consolidated basis, in the case of the Remington Audited Financial Statements and the Remington Interim Financial Statements, at the respective dates indicated and the results of operations and cash flows of the Company, in the case of the Company Audited Financial Statements, the Company and its Subsidiaries on a consolidated basis in the case of the Company Interim Financial Statements, and Remington and its Subsidiaries on a consolidated basis, in the case of the Remington Audited Financial Statements and the Remington Interim Financial Statements, for the respective periods indicated, except in the case of the Remington Interim Financial Statements and the Company Interim Financial Statements for the absence of footnotes and year-end adjustments. The Remington Audited Financial Statements and Remington Interim Financial Statements, when filed, complied as to form in all material respects with the rules and regulations of the SEC with respect thereto. (c) Since September 30, 2006, there has been no material change in the Company or Remington’s accounting methods or principles that would be required to be disclosed in the Company’s or Remington’s financial statements, respectively, in accordance with GAAP that has not been so disclosed. The management of Remington has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to normal year-end provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and audit adjustments to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any other adjustments described therein.differences. Except as set forth on Schedule 4.4(c), as of the date hereof, Remington has not identified any significant deficiencies or material weaknesses in the design or operation of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act), and there has been no incidence of fraud since January 1, 2003, whether or not material, that 19

Reports and Financial Statements. Each Seller By signing this Agreement, each Lender: (a) agrees to furnish the Agent, at such frequency as the Agent may reasonably request, with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Agent has filed with received written notice thereof from such Lender and if such notice is received, the SEC Agent shall be entitled to assume that the only amounts due to such Lender on account of Other Liabilities is the amount set forth in such notice; (b) is deemed to have requested that the Agent furnish, and the Agent agrees to furnish, such Lender, promptly after they become available, copies of all forms, statements, reports Borrowing Base Certificates and documents (including all exhibits, post-effective amendments and supplements thereto) financial statements required to be filed delivered by it under each the Lead Borrower hereunder (c) is deemed to have requested that the Agent furnish, and the Agent agrees to furnish, such Lender, promptly after they become available, copies of all commercial finance examinations and appraisals of the Securities ActCollateral received by the Agent (collectively, the Exchange Act “Reports”); (d) expressly agrees and acknowledges that the respective rules Agent makes no representation or warranty as to the accuracy of the Borrowing Base Certificates, financial statements or Reports, and regulations thereundershall not be liable for any information contained in any Borrowing Base Certificate, all of whichfinancial statement or Report; (e) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as amended if applicable, complied when filed in all material respects with all applicable requirements well as on representations of the appropriate act Loan Parties’ personnel; (f) agrees to keep all Borrowing Base Certificates, financial statements and the rules and regulations thereunder. Each Seller has previously delivered to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1996 and for the two immediately preceding fiscal years, as filed confidential in accordance with the SECprovisions of Section 10.07 hereof; and (g) without limiting the generality of any other indemnification provision contained in this Agreement, (b) proxy and information statements relating to agrees: (i) all meetings of its stockholders (whether annual to hold the Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or special) conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Xxxxxx’s purchase of, a Loan or Loans; and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1994, until the date hereofto pay and protect, and indemnify, defend, and hold the Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (cincluding attorney costs) all incurred by the Agent and any such other reports and registration statements filed by each Seller with the SEC since January 1, 1994 (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to Lender preparing a Report as the "SELLERS SEC REPORTS")direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. The Sellers SEC Reports are identified on the Sellers Disclosure Schedule. As of their respective dates, the Sellers 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of each Seller included in such reports (collectively, the "SELLERS FINANCIAL STATEMENTS") have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the financial position of each Seller and their respective Subsidiaries as of the dates thereof and the results of their operations and 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.9.13

Reports and Financial Statements. Each Seller has and each of its Subsidiaries have each timely filed with the SEC all formsmaterial reports, registrations and statements, reports and documents (including all exhibits, post-effective together with any amendments and supplements thereto) required to be filed by it under each of the Securities Actmade with respect thereto, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects that they were required to file with all applicable requirements of the appropriate act and the rules and regulations thereunder. Each Seller has previously delivered to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1996 and for the two immediately preceding fiscal years, as filed with the SECFDIC, (b) proxy and information statements relating to the OTS, (ic) all meetings the National Association of its stockholders Securities Dealers, Inc. (whether annual or special"NASD"), (d) and (ii) actions by written consent in lieu the Missouri Department of a stockholders' meeting from January 1, 1994, until the date hereofInsurance, and (ce) the Securities and Exchange Commission ("SEC") (collectively, "Seller's Reports") and, to Seller's knowledge, have paid all other reports fees and registration statements filed by each Seller with the SEC since January 1, 1994 (the documents referred to assessments due and payable in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "SELLERS SEC REPORTS"). The Sellers SEC Reports are identified on the Sellers Disclosure Scheduleconnection therewith. As of their respective dates, the Sellers SEC none of Seller's Reports 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements All of Seller's Reports filed with the SEC complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and unaudited interim consolidated the rules and regulations of the SEC promulgated thereunder. Each of the financial statements of each Seller included in such reports (collectivelySeller's Reports complied as to form, as of their respective dates of filing with the "SELLERS FINANCIAL STATEMENTS") SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present the financial position of each Seller and their respective Subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended, subjectthereto or, in the case of the unaudited financial statements, as permitted by the SEC). Each of the consolidated statements of condition contained or incorporated by reference in Seller's Reports (including in each case any related notes and schedules) and each of the consolidated statements of operations, consolidated statements of cash flows and consolidated statements of changes in stockholders' equity, contained or incorporated by reference in Seller's Reports (including in each case any related notes and schedules) fairly presented (a) the financial position of the entity or entities to which it relates as of its date and (b) the results of operations, stockholders' equity and cash flows, as the case may be, of the entity or entities to which it relates for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described thereinthat are not material in amount or effect).

Reports and Financial Statements. Each Seller Purchaser has filed with the SEC heretofore made -------------------------------- available to SPE true and complete copies of all formsreports, registration statements, reports definitive proxy statements and other documents (including in each case together with all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of Purchaser with the Securities ActCommission since January 1, the Exchange Act 2000 (such reports, registration statements, definitive proxy statements and the respective rules and regulations thereunderother documents, all of which, as amended if applicable, complied when filed in all material respects together with all applicable requirements of the appropriate act and the rules and regulations thereunder. Each Seller has previously delivered to Parent copies (including all exhibits, post-effective any amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1996 and for the two immediately preceding fiscal years, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1994, until the date hereof, and (c) all other reports and registration statements filed by each Seller with the SEC since January 1, 1994 (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "SELLERS SEC REPORTSPurchaser --------- Commission Filings"). The Sellers SEC Reports are identified on Purchaser Commission Filings constitute all of the Sellers Disclosure Schedule------------------ documents (other than preliminary material) that Purchaser (or its predecessor) was required to file with the Commission since such date. As of their respective dates, each of the Sellers SEC Reports did not contain Purchaser Commission Filings complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations thereunder, and none of the Purchaser Commission 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 the light of the circumstances under which they were made, not misleading. The audited consolidated When filed with the Commission, the financial statements and unaudited interim consolidated financial statements of each Seller included in such reports (collectively, the "SELLERS FINANCIAL STATEMENTS") have been Purchaser Commission Filings complied as to form in all material respects with the applicable rules and regulations of the Commission and 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 or schedules thereto) ), and such financial statements fairly present the consolidated financial position of each Seller Purchaser and their respective its consolidated Subsidiaries as of at the dates thereof and the consolidated results of their operations and changes in financial position their consolidated cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments, none of which are expected to be material in nature or amount. Except as disclosed in the Purchaser Commission Filings filed with the Commission prior to the date hereof, since January 1, 2000 neither Purchaser nor any Subsidiary of Purchaser 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 Purchaser and audit adjustments and any other adjustments described thereinits Subsidiaries, taken as a whole.

Reports and Financial Statements. Each Seller Since January 1, 1994, the Company has filed with the SEC all material forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Each Seller The Company has previously delivered or made available to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1996 1996, and for the two immediately preceding fiscal yearsyear, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 19941995, until the date hereof, and (c) all other reports reports, including quarterly reports, and registration statements filed by each Seller the Company with the SEC since January 1, 1994 1995 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "SELLERS Company SEC REPORTSReports"). The Sellers SEC Reports are identified on the Sellers Disclosure Schedule. As of their respective dates, the Sellers 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of each Seller the Company included in such reports the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (collectively, the "SELLERS FINANCIAL STATEMENTSCompany 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 fairly present the financial position of each Seller the Company and their respective Subsidiaries its subsidiaries as of the dates thereof and the results of their operations and 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. Each Seller Since March 31, 1996, to the extent NETWORK has been required to make filings under the Securities Act, the Exchange Act or applicable state laws and regulations, NETWORK has filed with the SEC or the applicable state regulatory authority, as the case may be, all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and applicable state laws and regulations, and the respective rules and regulations thereunder, all of which, as amended if applicable, which complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Each Seller NETWORK has previously delivered to Parent the Shareholders true and complete copies (including all exhibits, post-effective amendments and supplements thereto) of its (ai) Annual Reports on Form 10-K for the fiscal year ended December March 31, 1996 and for the two immediately preceding fiscal years1996, as filed with the SEC, which includes the audited consolidated financial statements of NETWORK for the fiscal year ended March 31, 1996 (bthe "NETWORK Financial Statements") (ii) proxy and information statements relating to (i) all meetings of its stockholders shareholders (whether annual or special) ), and (ii) actions by written consent in lieu of a stockholdersshareholders' meeting meeting, from January 1March 31, 1994, 1996 until the date hereof, and (ciii) all other reports and or registration statements filed by each Seller NETWORK with the SEC since January 1March 31, 1994 1996 (the documents referred to in clauses (a)collectively, (b) and (c) filed prior to the date hereof are collectively referred to as the "SELLERS NETWORK SEC REPORTSReports"). The Sellers SEC Reports are identified on the Sellers Disclosure Schedule. As of their respective dates, the Sellers NETWORK 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of each Seller NETWORK included in such reports (collectively, the "SELLERS FINANCIAL STATEMENTS") NETWORK SEC Reports and the NETWORK Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of each Seller NETWORK and their respective Subsidiaries its subsidiaries as of the dates thereof and the results of their operations and 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 adjustments. The NETWORK Financial Statements contain and reflect adequate reserves for (i) all liabilities or obligations of any other adjustments described thereinnature, whether absolute, contingent or otherwise, in accordance with GAAP, and (ii) all reasonably anticipated losses and costs in excess of expected revenue. The unaudited interim financial statements of NETWORK included in the NETWORK SEC Reports, have been similarly prepared and contain and reflect adequate reserves for (i) all liabilities or obligations of any nature, whether absolute, contingent or otherwise, in accordance with GAAP, and (ii) all reasonably anticipated losses.

Reports and Financial Statements. Each Seller 4.5.1. The Purchaser has previously made available to USDATA true and complete copies of (a) all annual reports filed with the SEC pursuant to the Exchange Act since December 31, 1998, (b) all formsother reports, statementsfiled with the SEC since December 31, 1998, and (c) any registration statements declared effective by the SEC since December 31, 1998. Since December 31, 1998, the Purchaser has timely filed all reports and documents (including all exhibits, post-effective amendments and supplements thereto) filings required to be filed by it Purchaser under each the Exchange Act (the “Purchaser Reports”). The consolidated financial statements of Purchaser and its Subsidiaries included in the Purchaser’s most recent report on Form 20-F and any other reports filed with the SEC by Purchaser subsequent thereto were, or (if filed after the date hereof) will be, prepared in accordance with GAAP applied on a consistent basis during the periods involved and fairly present, or will present, the consolidated financial position for the Purchaser and its Subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended (except with respect to interim period financial statements and for normal year-end adjustments which are, individually or in the aggregate, not material in amount); the Purchaser Reports were or (if filed after the date hereof) will be, prepared in all material respects in accordance with all the requirements of the Securities Act, Act and the Exchange Act and the respective rules and regulations thereunderof any stock exchange or trading system on which the shares of the Purchaser were traded or quoted at such time, all as the case may be; and, as of whichthe time of filing or on the date that an amendment or supplement thereto was filed, the Purchaser Reports, as amended if applicableor supplemented, complied when filed in all material respects with all applicable requirements of the appropriate act did not and the rules and regulations thereunder. Each Seller has previously delivered to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1996 and for the two immediately preceding fiscal years, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1994, until the date hereof, and (c) all other reports and registration statements filed by each Seller with the SEC since January 1, 1994 (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "SELLERS SEC REPORTS"). The Sellers SEC Reports are identified on the Sellers Disclosure Schedule. As of their respective dates, the Sellers SEC Reports did 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements Purchaser has delivered to USDATA true, correct and unaudited interim consolidated financial statements of each Seller included in such reports (collectively, the "SELLERS FINANCIAL STATEMENTS") have been prepared in accordance with GAAP applied on a consistent basis complete (except as may be indicated therein or in the notes thereto) and fairly present the financial position of each Seller and their respective Subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end adjustments which are, individually or in the aggregate, not material in amount) draft consolidated, non audited and audit adjustments non reviewed balance sheet and any other adjustments described thereinstatement of profit and loss of the Purchaser for the six months ended June 30, 2003.

Reports and Financial Statements. Each Seller Since January 27, 2000, Buyer has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) with the Commission required to be filed by it under each of pursuant to the Securities Act, the Exchange Act federal securities laws and the respective Commission rules and regulations thereunder, and all of whichsuch forms, as amended if applicable, reports and documents filed with the Commission have complied when filed in all material respects with all applicable requirements of the appropriate act federal securities laws and the Commission rules and regulations promulgated thereunder. Each Buyer has heretofore made available to Seller has previously delivered to Parent or Seller's Counsel true and complete copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports Report on Form 10-K for the fiscal year period ended December 31, 1996 2000 and its Quarterly Reports on Form 10-Q for the two immediately preceding fiscal yearsperiods ended March 31, as 2001 and June 30, 2001, and Buyer shall make available to Seller or Seller's Counsel true and correct copies of all forms, reports, documents and amendments thereto filed by it with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1994, until Commission after the date hereofhereof prior to the Closing Date (collectively, the "BUYER REPORTS"). All forms, reports, documents, amendments thereto and (c) all other reports and registration statements filings filed by each Seller Buyer with the SEC since January 1Commission, 1994 (including the documents referred to in clauses (a)Buyer Reports, (b) and (c) filed prior to the date hereof are collectively referred to herein as the "SELLERS SEC REPORTSBUYER COMMISSION FILINGS"). The Sellers SEC Reports are identified on the Sellers Disclosure Schedule. As of their respective dates, the Sellers SEC Reports Buyer Commission Filings 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. Any Buyer Report filed after the date hereof, but prior to the Closing Date, will not contain, as of the date thereof, 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 of Buyer for its fiscal year ended December 31, 2000 included in the Buyer Commission Filings (the "BUYER AUDITED FINANCIAL STATEMENTS") were prepared in accordance with GAAP and fairly present the consolidated financial position of Buyer as of the date thereof and the results of its operations, stockholders' equity and cash flows for the period then ended. The unaudited interim consolidated financial statements of each Seller Buyer for the three-month periods ended March 31, 2001 and June 30, 2001 included in such reports (collectively, the "SELLERS FINANCIAL STATEMENTS") Buyer Commission Filings have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the consolidated financial position of each Seller and their respective Subsidiaries Buyer as of the dates thereof March 31, 2001 and June 30, 2001 and the results of their operations and changes in financial position cash flows for the three-month periods then ended, ended (subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments and to any other adjustments described therein).

Reports and Financial Statements. Each Seller has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Each Seller has previously delivered to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1996 and for the two immediately preceding fiscal years, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1994, until the date hereof, and (c) all other reports and registration statements filed by each Seller with the SEC since January 1, 1994 (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "SELLERS Sellers SEC REPORTSReports"). The Sellers SEC Reports are identified on the Sellers Disclosure Schedule. As of their respective dates, the Sellers 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of each Seller included in such reports (collectively, the "SELLERS FINANCIAL STATEMENTSSellers Financial Statements") have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the financial position of each Seller and their respective Subsidiaries as of the dates thereof and the results of their operations and 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.. (g)

Reports and Financial Statements. Each Seller Since January 1, 1994, Parent has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Each Seller Parent has previously delivered or made available to Parent the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1996 and for the two immediately preceding fiscal yearsyear, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 19941995, until the date hereof, and (c) all other reports reports, including quarterly reports, and registration statements filed by each Seller Parent with the SEC since January 1, 1994 1995 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "SELLERS Parent SEC REPORTSReports"). The Sellers SEC Reports are identified on the Sellers Disclosure Schedule. As of their respective dates, the Sellers 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of each Seller Parent included in such reports the Parent's Annual Report on Form 10-K for the year ended December 31, 1996 (collectively, the "SELLERS FINANCIAL STATEMENTSParent 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 fairly present the financial position of each Seller Parent and their respective Subsidiaries its subsidiaries as of the dates thereof and the results of their operations and 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. Each Seller (i) Pfizer has filed with the SEC all required registration statements, prospectuses, reports, schedules, forms, statements, reports statements and other documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Each Seller has previously delivered to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1996 and for the two immediately preceding fiscal years, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1994, until the date hereof, and (c) all other reports and registration statements filed by each Seller with the SEC since January 1, 1994 1998 (collectively, including all exhibits thereto, the documents referred "Pfizer SEC Reports"). No Subsidiary of Pfizer is required to in clauses file any form, report, registration statement, prospectus or other document with the SEC. None of the Pfizer SEC Reports, as of their respective dates (a)and, (b) and (c) filed if amended or superseded by a filing prior to the date hereof are collectively referred to as of this Agreement or the "SELLERS SEC REPORTS"). The Sellers SEC Reports are identified Closing Date, then on the Sellers Disclosure Schedule. As date of their respective datessuch filing), the Sellers SEC Reports did not contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the 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 Pfizer SEC Reports presents fairly, in all material respects, the consolidated financial statements position and unaudited interim consolidated financial statements results of each Seller included in such reports (collectively, the "SELLERS FINANCIAL STATEMENTS") have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto) operations and fairly present the financial position cash flows of each Seller Pfizer and their respective its consolidated Subsidiaries as of the respective dates thereof and the results of their operations and changes in financial position or for the respective periods then endedset forth therein, all in conformity with GAAP consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and audit adjustments are not expected to be material in amount. All of such Pfizer SEC Reports, as of their respective dates (and as of the date of any amendment to the respective Pfizer 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 promulgated thereunder. (ii) Except as disclosed in the Pfizer SEC Reports filed prior to the date hereof, since December 31, 1998, Pfizer and its Subsidiaries have not incurred any liabilities that are of a nature that would be required to be disclosed on a balance sheet of Pfizer and its Subsidiaries or the footnotes thereto prepared in conformity with GAAP, other adjustments described therein.than (A) liabilities incurred in the ordinary course of business or (B) liabilities that, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Pfizer. (e)

Reports and Financial Statements. Each Seller BJ has filed with the SEC Securities and Exchange Commission (the "Commission") all formsprospectuses, statements, proxy statements and reports and documents (including all exhibitsexhibits and schedules thereto and documents incorporated by reference therein) which were required under the Securities Act or the Exchange Act to be filed with the Commission by BJ since December 31, post-effective amendments 1991, and supplements theretowill file all proxy statements and reports (including all exhibits and schedules thereto and documents incorporated by reference therein) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Each Seller has previously delivered to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1996 and for the two immediately preceding fiscal years, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1994, until after the date hereof, hereof and (c) all other reports and registration statements filed by each Seller with the SEC since January 1, 1994 (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as Effective Time (collectively, the "SELLERS BJ SEC REPORTSDocuments"). The Sellers SEC Reports are identified on the Sellers Disclosure Schedule. As of their respective dates, the Sellers BJ SEC Reports did not contain Documents filed with the Commission prior to the date hereof complied in all material respects with all material requirements of the Securities Act or the Exchange Act, as the case may be, and the BJ SEC Documents to be filed with the Commission after the date hereof will so comply. BJ has made available to Western copies of all BJ SEC Documents filed with the Commission prior to the date hereof and will deliver promptly to Western after they are filed with the Commission all BJ SEC Documents filed after the date hereof. None of the BJ SEC Documents contained, or will contain, as of its date, any untrue statement of a material fact or omit omitted or will omit, to state a material fact required to be stated therein or necessary to make the statements thereinmade, in the light of the circumstances under which they were made, not misleading. The (i) audited fiscal year end consolidated statements of financial position and related consolidated statements of operations, stockholders' equity and cash flows, including the notes thereto, together with the reports thereon of BJ's independent public accountants, and (ii) unaudited interim consolidated financial statements of each Seller financial position and the related unaudited interim consolidated statements of operations, stockholders' equity and cash flows, which are, or will be, included in such reports (collectivelythe BJ SEC Documents or incorporated by reference therein present, the "SELLERS FINANCIAL STATEMENTS") have been prepared or will present, in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto) books and records of BJ and its subsidiaries, fairly present the financial position, results of operations, cash flows and financial position of each Seller BJ and their respective Subsidiaries its subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then endedindicated and are, subjector will be, in conformity with generally accepted accounting principles, except, in the case of the unaudited interim financial statements, for the lack of explanatory footnote disclosures required by generally accepted accounting principles, and subject to normal year end audit adjustments. BJ's consolidated balance sheet at June 30, 1994 included in the BJ SEC Documents is hereinafter called the "Latest BJ Balance Sheet." There is no liability or obligation of any kind, whether accrued, absolute, fixed or contingent, of BJ or any subsidiary of BJ required by generally accepted accounting principles to be reflected or reserved against or otherwise disclosed in the Latest BJ Balance Sheet which is not so reflected or reserved against of which the executive officers of BJ have knowledge, that individually or in the aggregate is reasonably likely to have a BJ Material Adverse Effect, except for normal year-end and audit adjustments and any other adjustments described thereinin the Latest BJ Balance Sheet.

Reports and Financial Statements. Each Seller The Company has filed with delivered to Parent: (i) an audited balance sheet of the SEC all formsCompany as at June 30, statements, reports and documents 2001 (including all exhibits, post-effective amendments and supplements the notes thereto) required to be filed by it under each of the Securities Act, the Exchange Act "AUDITED BALANCE SHEET"), and the respective rules related audited statements of operations, changes in stockholders' equity and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Each Seller has previously delivered to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K cash flows for the fiscal year ended December 31then ended, 1996 and for including the two immediately preceding fiscal yearsnotes thereto, as filed together with the SECreport thereon of Ernst & Young L.L.P., (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and independent certified public accountants; (ii) actions by written consent audited balance sheets of the Company as at June 30, 2000, 1999 and 1998, and the related audited statements of operations, changes in lieu of a stockholders' meeting from January 1equity and cash flows for each of the fiscal years then ended, 1994, until including the date hereof, and (c) all other reports and registration statements filed by each Seller notes thereto together with the SEC since January 1report thereon of Joseph DeCosimo and Company, 1994 CPAs, independent certified public accounxxxxx (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof xxx xx xhe preceding are collectively referred to as the "SELLERS SEC REPORTS"). The Sellers SEC Reports are identified on the Sellers Disclosure Schedule. As of their respective dates, the Sellers 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of each Seller included in such reports (collectively, the "SELLERS AUDITED FINANCIAL STATEMENTS"); and (iii) an unaudited balance sheet of the Company as at February 28, 2002 (the "CURRENT BALANCE SHEET") and the related unaudited statements of operations, changes in stockholders' equity and cash flows for the eight (8) months then ended, including any notes thereto (the "INTERIM FINANCIAL STATEMENTS"), certified by the Company's Controller. The Audited Financial Statements and the Interim Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby and present fairly the financial condition of the Company as of such dates and the results of operations, changes in stockholders' equity and cash flows of the Company as at the respective dates of and for such periods; provided, however, that the Interim Financial Statements are subject to normal year-end adjustments, which are not material individually or in the aggregate, and may lack footnotes and a statement of changes in stockholders' equity. The Company has also delivered to Parent copies of all letters from the Company's auditors to the Company's Board of Directors or the audit committee thereof in connection with the audits of the Company's fiscal year 2001, 2000 and 1999 Audited Financial Statements, together with copies of all responses thereto. Except as set forth in Schedule 4.1(f) of the Company Disclosure Letter, there are no debts, Liabilities or obligations, of any nature, of or affecting the Company, except (except as may be indicated therein i) to the extent expressly set forth or reserved against in the Audited Balance Sheet, the Current Balance Sheet or in the notes theretoto the Audited Balance Sheet or the Current Balance Sheet and (ii) and fairly present current Liabilities incurred in the financial position Ordinary Course of each Seller and their respective Subsidiaries as Business of the dates thereof Company in amounts and on terms consistent with past practices (and in compliance with this Merger Agreement) since the results date of their operations and changes in financial position for the periods then ended, subjectCurrent Balance Sheet and, in the case of both clause (i) and clause (ii), in compliance with the unaudited interim financial statementsrequirements of Section 13(B)(2) of the Securities Exchange Act of 1934, as amended, (the "EXCHANGE ACT") (regardless of whether the Company or the Company Sub is subject to normal year-end and audit adjustments and any other adjustments described thereinthat Section).

Reports and Financial Statements. Each Seller has filed By signing this Agreement or pursuant to Section 9.11, as applicable, each Secured Party: agrees to furnish the Administrative Agent on the first day of each month with a summary of all ABL Secured Hedge Agreements and ABL Secured Treasury Services Agreements due or to become due to such Lender; is deemed to have requested that the SEC Administrative Agent furnish such Lender, promptly after they become available, copies of all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) financial statements required to be filed delivered by it under each the Borrower hereunder and all commercial finance examinations and appraisals of the Securities ActCollateral received by the Administrative Agent (collectively, the Exchange Act “Borrower Reports”) (and the respective rules Administrative Agent agrees to furnish such Borrower Reports promptly to the Lenders, which may be furnished in accordance with Section 10.02(a)(B)); expressly agrees and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of acknowledges that the appropriate act and the rules and regulations thereunder. Each Seller has previously delivered to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1996 and for the two immediately preceding fiscal years, as filed with the SEC, (b) proxy and information statements relating to Administrative Agent (i) all meetings does not make any representation or warranty as to the accuracy of its stockholders (whether annual or special) the Borrower Reports and (ii) actions by written consent shall not be liable for any information contained in lieu any Borrower Report; expressly agrees and acknowledges that the Borrower Reports are not comprehensive audits or examinations, that the Administrative Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of a stockholders' meeting from January 1, 1994, until the date Loan Parties’ personnel; agrees to keep all Borrower Reports confidential in accordance with the provisions of Section 10.08 hereof, and not to use any Borrower Report in any other manner; and without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (ci) all to hold the Administrative Agent and any such other reports and registration statements filed by each Seller Lender preparing a Borrower Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Borrower Report in connection with any Credit Extensions that the SEC since January 1indemnifying Lender has made or may make to the Borrower, 1994 (or the documents referred to in clauses (a)indemnifying Lxxxxx’s participation in, (b) or the indemnifying Lxxxxx’s purchase of, a Loan or Loans of the Borrower; and (cii) filed prior to pay and protect, and indemnify, defend, and hold the date hereof are collectively referred to Administrative Agent and any such other Lender preparing a Borrower Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Administrative Agent and any such other Lender preparing a Borrower Report as the "SELLERS SEC REPORTS"). The Sellers SEC Reports are identified on direct or indirect result of any third parties who might obtain all or part of any Borrower Report through the Sellers Disclosure Schedule. As of their respective dates, the Sellers 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, indemnifying Lender in the light violation of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of each Seller included in such reports (collectively, the "SELLERS FINANCIAL STATEMENTS") have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the financial position of each Seller and their respective Subsidiaries as of the dates thereof and the results of their operations and 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 thereinterms hereof.

Reports and Financial Statements. Each Seller has (a) The Company and each of its Subsidiaries and Master Trust I and Master Trust II and, to the Knowledge of the Company, the trustees of Master Trust I and Master Trust II, have filed with the SEC all forms, reports, definitive proxy statements, reports information statements and other documents (including all exhibits, post-effective amendments prospectuses and supplements theretoall registration statements) with the SEC required to be filed by it under each of with respect to all periods commencing on or after January 1, 1994 pursuant to the Securities Act, the Exchange Act federal securities laws and the respective rules and regulations promulgated thereunder, all of which, as amended if applicable, which have complied when filed in all material respects with all applicable requirements of the appropriate act Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder. Each Seller has previously delivered to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1996 and for the two immediately preceding fiscal years, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1994, until the date hereof, and (c) all other reports and registration statements filed by each Seller with the SEC since January 1, 1994 promulgated thereunder (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "SELLERS SEC REPORTSCompany Filings"). The Sellers SEC Reports are identified on None of the Sellers Disclosure Schedule. As of their respective datesCompany Filings (excluding the financial statements included therein), at the Sellers SEC Reports did not contain time filed or mailed, contained, with respect to the Business, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, therein in the light of the circumstances under which they were made, not misleading. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements pro forma balance sheet of each Seller included in such reports the Business as of September 30, 1997 (collectively, the "SELLERS FINANCIAL STATEMENTSPro Forma Balance Sheet") attached hereto as Schedule 4.04(b) has been prepared in accordance with GAAP applied on a consistent basis with the Company's past practice and the procedures set forth on Schedule 1.06(g) hereto, and presents fairly in all material respects the assets and liabilities of the Business at September 30, 1997. Notwithstanding the foregoing, it is acknowledged and agreed that the information technology assets and fixed assets set forth on the Pro Forma Balance Sheet are subject to change, as mutually determined by the Company and Fleet, in each case based on a physical inventory of information technology assets and fixed assets, having an agreed minimum book value for any one item and an agreed minimum book value for any single line item, to be performed prior to the Closing. Such changes will be reflected in the Closing Balance Sheet. The Pro Forma Statement of Operations (as defined in Section 6.21) for the year ended December 31, 1996 and the nine months ended September 30, 1997 have been prepared in accordance with GAAP applied on a consistent basis with the Company's past practice and presents fairly in all material respects the results of operations of the Business for the periods covered by the statement of operations. (c) The Company and each of its Subsidiaries have filed all reports, registrations, applications and statements, together with any amendments required to be made with respect thereto, relating to the Business that they were required to file since January 1, 1995 with any governmental authority, and all other reports and statements required to be filed by them since January 1, 1995, including, without limitation, any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state thereof or any governmental authority, and have paid all fees and assessments due and payable in connection therewith, except as may be indicated therein or in any case where the notes theretofailure to file the same would not have a Material Adverse Effect. Each of such reports, registrations, applications and statements complied (and with respect to such reports, registrations, applications and statements filed after the date hereof and prior to the Closing Date, will comply) at the date thereof in all material respects with the rules and regulations of the governmental authority relating thereto and fairly present in all material respects the information required to be presented therein. Except for normal examinations conducted by a governmental authority in the ordinary course of the business of the Company and its Subsidiaries, no governmental authority has initiated any proceeding or, to the Knowledge of the Company, investigation, into the Business since January 1, 1995. There is no unresolved material violation, or exception by any governmental authority with respect to any report or statement relating to any examinations of the Company or any of its Subsidiaries relating to the Business. 14 15 (d) Neither the Company nor any of its Subsidiaries is subject to any cease- and-desist or other order issued by, or is a party to any consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or is a recipient of any supervisory letter from or has adopted any board resolutions at the request of any governmental authority, in any such case, that restricts the conduct of the Business or that, in any manner, relates to the Business or the Company Credit Card Business Employees (each, whether or not set forth in the Company's Disclosure Schedule, a "Company Regulatory Agreement"), nor has the Company or any of its Subsidiaries (A) been advised since January 1, 1995 by any governmental authority that it is considering issuing or requesting any such Company Regulatory Agreement or (B) have Knowledge of any pending or threatened regulatory investigation relating to the Business. (e) Each of the balance sheets contained or incorporated by reference into any of the Company Filings since January 1, 1997 (including the related notes and schedules thereto) fairly presents or will fairly present in all material respects, the financial position of each Seller the Company and their respective Subsidiaries of its Subsidiaries, or Master Trust I or Master Trust II, as applicable, as of its date, and each of the dates thereof statements of income and changes in stockholders' equity and cash flows or equivalent statements in the Company Filings since January 1, 1997 fairly presents, or will fairly present, in all material respects, the results of their operations operations, changes in stockholders' equity and changes in financial position cash flows, as the case may be, of the Company and its Subsidiaries, for the periods then endedto which they relate, subjectand in each case, in compliance in all material respects with the case applicable accounting requirements and with the published rules of the unaudited interim financial statementsSEC with respect thereto and in accordance with GAAP, except, in each case, as may be noted therein, subject to normal year-end and audit adjustments and any other adjustments described therein.in the case of unaudited statements. SECTION 4.05

Reports and Financial Statements. Each Seller The Purchaser has -------------------------------- filed with the SEC all forms, statements, reports Purchaser SEC Reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Each Seller has previously delivered to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1996 and for the two immediately preceding fiscal years, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1994, until the date hereof, and (c) all other reports and registration statements filed by each Seller with the SEC since January 1, 1994 (the documents referred to in clauses (a), (b) and (c) filed prior made available to the date hereof are collectively referred to as Company true and complete copies of all the "SELLERS Purchaser SEC REPORTS"). The Sellers SEC Reports are identified on the Sellers Disclosure ScheduleReports. As of their respective dates, the Sellers Purchaser SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and (ii) to the best of the Purchaser's knowledge, 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 audited consolidated financial statements and unaudited interim consolidated financial statements of (including, in each Seller case, the notes, if any, thereto) included in such reports the Purchaser SEC Reports (collectively, the "SELLERS FINANCIAL STATEMENTSPurchaser Financial -------------------- Statements") have been prepared complied as to form in accordance all material respects with GAAP applied on a consistent basis (except as may be indicated therein or in the notes published ---------- rules and regulations of the SEC with respect thereto) and , and, to the best of the Purchaser's knowledge, fairly present the financial position of each Seller and their respective Subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended, (subject, in the case of the unaudited interim financial statements, to normal normal, recurring year-end and audit adjustments which are not expected, individually or in the aggregate, to be material or to result in a Purchaser Material Adverse Effect) the consolidated financial position of the Purchaser and any other adjustments described thereinits consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended, in each case, in accordance with generally accepted accounting principles consistently applied. Each Significant Subsidiary of the Purchaser is treated as a consolidated subsidiary of the Purchaser in the Purchaser Financial Statements for all periods covered thereby.

Reports and Financial Statements. Each Seller The Buyer has filed with previously furnished or made available to the SEC all forms, statements, reports Company complete and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of whichaccurate copies, as amended if applicableor supplemented, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Each Seller has previously delivered to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports Report on Form 10-K for the fiscal year ended December 31June 30, 1996 and for the two immediately preceding fiscal years2000, as filed with the Securities and Exchange Commission (the “SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1994, until the date hereof”), and (cb) all other reports and registration statements filed by each Seller the Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC since January 1June 30, 1994 2000 (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof such reports are collectively referred to herein as the "SELLERS SEC REPORTS"“Buyer Reports”). The Sellers Buyer Reports constitute all of the documents required to be filed by the Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC from June 30, 2000 through the date of this Agreement. The Buyer Reports are identified on and all other reports required to be filed by the Sellers Disclosure ScheduleBuyer with the SEC (collectively, with the Buyer Reports, the “SEC Reports”) have complied in all material respects with the requirements of the Securities Act or the Exchange Act and the rules and regulations thereunder when filed. As of their respective dates, the Sellers 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of each Seller the Buyer included in such reports the SEC Reports (collectivelyi) complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto when filed, the "SELLERS FINANCIAL STATEMENTS"(ii) have been 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) , and fairly present the financial position of each Seller and their respective Subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended, subject, in the case of the unaudited interim quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Buyer as of the respective dates thereof and for the periods referred to normal year-end therein, and audit adjustments (iv) are consistent with the books and any other adjustments described thereinrecords of the Buyer.

Reports and Financial Statements. Each Seller Melita has timely filed with the SEC all forms, statements, reports Melita SEC Reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Each Seller has previously delivered made available to Parent eShare true and complete copies (including of all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1996 and for the two immediately preceding fiscal years, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1994, until the date hereof, and (c) all other reports and registration statements filed by each Seller with the Melita SEC since January 1, 1994 (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "SELLERS SEC REPORTS"). The Sellers SEC Reports are identified on the Sellers Disclosure ScheduleReports. As of their respective dates, the Sellers Melita SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act, or the Exchange 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 therein, in the light of the circumstances under which they were made, not misleading. Except as disclosed in Section 5.21 of the Melita Disclosure Schedule, since June 30, 1997, Melita has not received from the SEC, any state securities commissioner or agency, or NASDAQ, notice of any actual or threatened inquiry, investigation, hearing, prosecution, stop order proceeding or other adverse action by such agency or authority against Melita, any of its subsidiaries or Affiliates or any listing of any security issued by Melita or any of its subsidiaries. The audited consolidated financial statements and unaudited interim consolidated financial statements of (including, in each Seller case, the notes, if any, thereto) included in such reports the Melita SEC Reports (collectively, the "SELLERS FINANCIAL STATEMENTSMelita Financial Statements") have been prepared complied as to form in accordance all material respects with GAAP applied on a consistent basis (except as may be indicated therein or in the notes published rules and regulations of the SEC with respect thereto) , and fairly present the financial position of each Seller and their respective Subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended, (subject, in the case of the unaudited interim financial statements, to normal normal, recurring year-end and audit adjustments which are not expected, individually or in the aggregate, to result in a Melita Material Adverse Effect) the consolidated financial position of Melita and any other adjustments described thereinits consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended, in each case, in accordance with generally accepted accounting principles consistently applied. Each Significant Subsidiary of Melita is treated as a consolidated subsidiary of Melita in the Melita Financial Statements for all periods covered thereby.

Reports and Financial Statements. (i) Each Seller of GBC and its Subsidiaries has filed with the SEC all registration statements, prospectuses, reports, schedules, forms, statements, reports statements and other documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Each Seller has previously delivered to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1996 and for the two immediately preceding fiscal years, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1994, until the date hereof, and (c) all other reports and registration statements filed by each Seller with the SEC since January 1, 1994 2002 (collectively, including all exhibits thereto, the documents referred “GBC SEC Reports”). No Subsidiary of GBC is required to in clauses file any form, report, registration statement, prospectus or other document with the SEC. None of the GBC SEC Reports, at the time it was filed (a)or, (b) and (c) filed if amended or superseded by a filing prior to the date hereof are collectively referred to as the "SELLERS SEC REPORTS"). The Sellers SEC Reports are identified of this Agreement, then on the Sellers Disclosure Schedule. As date of their respective datessuch filing), the Sellers SEC Reports 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 the light of the circumstances under which they were made, not misleading. The audited Included in Section 5.1(d)(i) of the GBC Disclosure Schedule are the consolidated financial statements balance sheet of GBC and unaudited interim its Subsidiaries as of December 31, 2004 and the related consolidated financial statements of each Seller included in income, cash flows and stockholders’ equity for the year ended December 31, 2004 (such reports (collectivelystatements, the "SELLERS FINANCIAL STATEMENTS") have been prepared in accordance together with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto) , the “GBC 2004 Financial Statements”). Each of the GBC 2004 Financial Statements and fairly present each of the financial statements (including the related notes) included in the GBC SEC Reports fairly presents, in all material respects, the consolidated financial position and consolidated results of each Seller operations and their respective cash flows of GBC and its consolidated Subsidiaries as of the respective dates thereof and the results of their operations and changes in financial position or for the respective periods then endedset forth therein, all in conformity with 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 and recurring year-end adjustments. All GBC SEC Reports, as of their respective filing dates (and audit adjustments as of the date of any amendment to the respective GBC SEC Report), complied as to form in all material respects to the extent in effect at the time of filing, with the applicable requirements of the Securities Act, the Exchange Act and any other adjustments described thereinthe Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Act”) and the rules and regulations promulgated thereunder.

Reports and Financial Statements. Each Seller The Buyer has filed with previously furnished -------------------------------- to the SEC all forms, statements, reports Company complete and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of whichaccurate copies, as amended if applicableor supplemented, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Each Seller has previously delivered to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports Report on Form 10-K for the fiscal year ended December 31, 1996 and for the two immediately preceding fiscal years1995, as filed with the SEC, (b) proxy and information statements statement relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1since November 17, 19941995, until the date hereof, and (c) all other reports and or registration statements statements, other than Registration Statements on Form S-8, filed by each Seller the Buyer with the SEC since January 1November 17, 1994 (the documents referred to in clauses (a)1995, (bd) all other reports filed by the Buyer under Section 13 of the Exchange Act with the SEC since November 17, 1995 and (ce) filed prior to the date hereof Most Recent Financial Statements (such financial statements, annual reports, proxy statements, registration statements and filings, together with any amendments or supplements thereto, are collectively referred to herein as the "SELLERS SEC REPORTSBuyer Reports"). The Sellers Buyer Reports (except for the Most Recent Financial Statements) constitute all of the documents required to be filed by the Buyer under Section 13 of the Exchange Act with the SEC Reports are identified on the Sellers Disclosure Schedulesince November 17, 1995. As of their respective dates, the Sellers SEC 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of each Seller the Buyer included in such reports the Buyer Reports (collectivelyi) comply or will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, the "SELLERS FINANCIAL STATEMENTS"(ii) have been prepared or will be 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) , and fairly present the financial position of each Seller and their respective Subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended, subject, in the case of the unaudited interim quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Buyer as of the respective dates thereof and for the periods referred to normal yeartherein, and (iv) are consistent with the books and records of the Buyer, including the financial statements of the Buyer as of December 31, 1996 which have been provided to the Company and which shall be substantially identical to the audited financial statements to be filed by the Buyer with the SEC as part of its Annual Report on Form 10-end and audit adjustments and any other adjustments described thereinK for the fiscal year ended December 31, 1996.

Reports and Financial Statements. Each Seller Purchaser has filed obtained copies of the Company's 2001 Annual Report, including Form 10-KSB, for the year ended December 31, 2000, the Company's Proxy Statement in connection with the SEC all forms2001 Annual Meeting of Stockholders, statementsthe Company's press releases from January 1, 2001 forward, the Company's quarterly report on Form 10-Q for the period ended September 30, 2001, and current reports on Form 8-K dated June 8, 2001 and documents (including all exhibitsDecember 6, post-effective amendments and supplements thereto) required to be 2001, respectively filed by it under each the Company with the Securities and Exchange Commission (the "SEC"), (collectively with all filings of the Securities ActCompany with the SEC, the Exchange Act and "SEC Reports"). As of their respective filing dates, the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed SEC Reports were prepared in all material respects in accordance with all applicable the requirements of the appropriate act Securities Act or the 1934 Securities Exchange Act, as amended (the "Exchange Act"), as the case may be, and the rules and regulations thereunderof the SEC thereunder applicable to such SEC Reports. Each Seller has previously delivered to Parent copies (including all exhibitsThe SEC Reports, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1996 and for the two immediately preceding fiscal yearswhen read as a whole, as filed with the SECupdated herein , (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1994, until the date hereof, and (c) all other reports and registration statements filed by each Seller with the SEC since January 1, 1994 (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "SELLERS SEC REPORTS"). The Sellers SEC Reports are identified on the Sellers Disclosure Schedule. As of their respective dates, the Sellers SEC Reports did 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of each Seller the Company included in such reports (collectively, the "SELLERS FINANCIAL STATEMENTS") 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 fairly present present, in all material respects, the financial position of each Seller and their respective Subsidiaries the Company as of at the dates thereof and the results of their its operations and changes in financial position cash flows for the periods then ended, ended subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described thereinin such financial statements. Each Purchaser has also reviewed a copy of the Company's private placement memorandum dated February 20, 2002.

Reports and Financial Statements. Each Seller Other -------------------------------- than as set forth herein, from September 30, 2004 to the date hereof, except where failure to do so did not and would not have a material adverse effect on BF Acquisition Group, BF Acquisition Group 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-KSB, Forms 10-QSB, Forms 8-K and Proxy Statements (collectively the "BF Acquisition Group's Reports"). BF Acquisition Group has furnished or will furnish to FundraisingDirect, Imprints Plus and Acquiror (and the Shareholders upon the request of Shareholders) copies of all BF Acquisition Group's Reports filed with the SEC all forms, statements, reports and documents since April 2002. As of their respective dates (including all exhibits, post-effective but taking into account any amendments and supplements thereto) required filed prior to be filed by it under each the date of the Securities Actthis Agreement), the Exchange Act and BF Acquisition Group's Reports (other than the respective rules and regulations thereunder, all of which, as amended if applicable, financial statements included therein) complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Each Seller has previously delivered to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1996 and for the two immediately preceding fiscal years, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions promulgated by written consent in lieu of a stockholders' meeting from January 1, 1994, until the date hereof, and (c) all other reports and registration statements filed by each Seller with the SEC since January 1, 1994 (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "SELLERS SEC REPORTS"). The Sellers SEC Reports are identified on the Sellers Disclosure Schedule. As of their respective dates, the Sellers 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of each Seller BF Acquisition Group included in such reports (collectivelythe BF Acquisition Group's Reports complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, the "SELLERS FINANCIAL STATEMENTS") have been were prepared in accordance with GAAP consistently applied on a consistent basis during the periods presented (except except, as may be indicated therein or noted therein, or, in the notes theretocase of unaudited statements, as permitted by Form 10-QSB of the SEC) and fairly present (subject, in the case of unaudited statements, to normal audit adjustments) the financial position of each Seller BF Acquisition Group and their respective Subsidiaries its consolidated subsidiaries as of the dates date thereof and the results of their operations and changes in financial position their 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.. 3.3.9

Reports and Financial Statements. Each Seller has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Each Seller has previously delivered to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports Since September 21, 2006, Porter Bancorp has timely filed all reports, registrations and statemxxxx, together with any required amendments thereto, that it was required to file with the Commission under Sections 12(b), 12(g), 13(a) or 14(a) of the Exchange Act, including, but not limited to Forms 10-K, Forms 10-Q and proxy statements (the "Porter Bancorp Reports"). Porter Bancorp has previously furnished xx xxxl promptly furnish Comxxxx xith true and complete copies of Porter Bancorp's annual report on Form 10-K for the fiscal year ended December 2006 and its xxxxxerly report on Form 10-Q for March 31, 1996 and for the two immediately preceding fiscal years, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1994, until the date hereof, and (c) all other reports and registration statements filed by each Seller with the SEC since January 1, 1994 (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "SELLERS SEC REPORTS"). The Sellers SEC Reports are identified on the Sellers Disclosure Schedule2007. As of their respective dates, the Sellers SEC Porter Bancorp Reports complied with the requirements of the Exchange Xxx xnd 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 circumstance under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of each Seller Porter Bancorp included in such reports (collectively, the "SELLERS FINANCIAL STATEMENTS") Porter Bancorp Reports have been prepared prexxxxx in accordance with GAAP applied apxxxxx on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the consolidated financial position of each Seller Porter Bancorp and their respective Porter Bancorp's Subsidiaries taken as of a whoxx xx at the dates thereof txxxxxx and the consolidated results of their operations and changes in financial position cash flows for the periods then ended, ended subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein. There exist no material liabilities of Porter Bancorp and its consolidated Subsidiaries, contingent or othxxxxxx of a type required to be disclosed in accordance with GAAP, except as disclosed in the Porter Bancorp Reports.

Reports and Financial Statements. Each Seller (i) Xxxxxx-Xxxxxxx has filed with the SEC all required registration statements, prospectuses, reports, schedules, forms, statements, reports statements and other documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Each Seller has previously delivered to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1996 and for the two immediately preceding fiscal years, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1994, until the date hereof, and (c) all other reports and registration statements filed by each Seller with the SEC since January 1, 1994 1998 (collectively, including all exhibits thereto, the documents referred "Xxxxxx-Xxxxxxx SEC Reports"). No Subsidiary of Xxxxxx- Xxxxxxx is required to in clauses file any form, report, registration statement or prospectus or other document with the SEC. None of the Xxxxxx- Xxxxxxx SEC Reports, as of their respective dates (a)and, (b) and (c) filed if amended or superseded by a filing prior to the date hereof are collectively referred to as of this Agreement or the "SELLERS SEC REPORTS"). The Sellers SEC Reports are identified Closing Date, then on the Sellers Disclosure Schedule. As date of their respective datessuch filing), the Sellers SEC Reports did not contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the 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 Xxxxxx-Xxxxxxx SEC Reports presents fairly, in all material respects, the consolidated financial statements position and unaudited interim consolidated financial statements results of each Seller included in such reports (collectively, the "SELLERS FINANCIAL STATEMENTS") have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto) operations and fairly present the financial position cash flows of each Seller Xxxxxx-Xxxxxxx and their respective its consolidated Subsidiaries as of the respective dates thereof and the results of their operations and changes in financial position or for the respective periods then endedset forth therein, all in conformity with GAAP consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal and recurring year-end adjustments that have not been and audit adjustments are not expected to be material in amount. All of such Xxxxxx-Xxxxxxx SEC Reports, as of their respective dates (and as of the date of any other adjustments described thereinamendment to the respective Xxxxxx-Xxxxxxx 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 promulgated thereunder.

Reports and Financial Statements. Each Seller has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Each Seller The Company has previously delivered to furnished Parent with true and complete copies (including all exhibits, post-effective amendments and supplements thereto) of its (ai) Annual Reports on Form 10-K for the fiscal year years ended December 31, 1996 1994 and for the two immediately preceding fiscal yearsDecember 31, 1995, as filed with the SECCommission, (bii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996 and September 30, 1996, as filed with the Commission, (iii) proxy and information statements relating related to (i) all meetings of its stockholders shareholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from since January 1, 1994, until the date hereof, 1996 and (civ) all other reports and or registration statements filed by each Seller the Company with the SEC Commission since January 1December 31, 1994 1995, except for preliminary material (in the documents referred to in case of clauses (a), (biii) and (civ) filed prior above) and except for registration statements on Form S-8 relating to employee benefit plans, which are all the documents that the Company was required to file with the Commission since that date hereof are collectively (clauses (i) through (iv) being referred to herein collectively as the "SELLERS Company SEC REPORTSReports"). The Sellers SEC Reports are identified on the Sellers Disclosure Schedule. As of their respective dates, the Sellers Company SEC Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of each Seller the Company included in such reports (collectively, the "SELLERS FINANCIAL STATEMENTS") Company SEC Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Company 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 fairly ); present fairly, in all material respects, the financial position of each Seller the Company and their respective its Subsidiaries as of at the dates thereof and the results of their operations and changes in financial position cash flow for the periods then ended, ended subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described thereintherein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder; and are in all material respects, in accordance with the books of account and records of the Company and its Subsidiaries.

Reports and Financial Statements. Each Seller LDI has filed with the SEC heretofore made -------------------------------- available to Alloy true and complete copies of all formsreports, registration statements, reports definitive proxy statements and other documents (including in each case together with all exhibits, post-effective amendments and supplements thereto) filed by LDI or its predecessor with the Commission since January 1, 1999 (such reports, registration statements, definitive proxy statements and other documents, together with any amendments and supplements thereto, are sometimes collectively referred to as the "LDI Commission Filings"). The LDI Commission Filings constitute all of the documents (other than preliminary material) that LDI (or its predecessor) was required to be filed by it under file with the Commission since such date. As of their respective dates, each of the LDI Commission Filings complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations thereunderunder each such Act, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements and none of the appropriate act and the rules and regulations thereunder. Each Seller has previously delivered to Parent copies (including all exhibits, post-effective amendments and supplements thereto) LDI Commission Filings contained as of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1996 and for the two immediately preceding fiscal years, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1994, until the such date hereof, and (c) all other reports and registration statements filed by each Seller with the SEC since January 1, 1994 (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "SELLERS SEC REPORTS"). The Sellers SEC Reports are identified on the Sellers Disclosure Schedule. As of their respective dates, the Sellers SEC Reports did not contain 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 the light of the circumstances under which they were made, not misleading. The audited consolidated When filed with the Commission, the financial statements and unaudited interim consolidated financial statements of each Seller included in such reports (collectively, the "SELLERS FINANCIAL STATEMENTS") have been LDI Commission Filings complied as to form in all material respects with the applicable rules and regulations of the Commission and 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 or schedules thereto) ), and such financial statements fairly present the consolidated financial position of each Seller LDI and their respective its consolidated Subsidiaries as of at the dates thereof and the consolidated results of their operations and changes in financial position their consolidated cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments, none of which are expected to be material in nature or amount. Since September 30, 1999, except as disclosed in the LDI Commission Filings filed with the Commission prior to the date hereof, as of the date hereof neither LDI nor any Subsidiary of LDI 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 LDI and audit adjustments and any other adjustments described thereinits Subsidiaries, taken as a whole.

Reports and Financial Statements. Each Seller Except as set forth in Section 6.11 of the Egghead Disclosure Statement, Egghead has timely filed with the SEC all formsreports (including, without limitation, proxy statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Each Seller has previously delivered to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1996 and for the two immediately preceding fiscal years, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1994, until the date hereof, and (c) all other reports and registration statements filed by each Seller with the SEC since January 1, 1994 (collectively, the documents referred to in clauses (a"Egghead SEC Reports"), (b) and (c) filed prior has previously furnished or made available to the date hereof are collectively referred to Company true and complete copies of all Egghead SEC Reports. None of the Egghead SEC Reports, as the "SELLERS SEC REPORTS"). The Sellers SEC Reports are identified on the Sellers Disclosure Schedule. As of their respective datesdates (as amended through the date hereof), the Sellers SEC Reports did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements Each of each Seller the balance sheets (including the related notes) included in such reports (collectivelythe Egghead SEC Reports presents fairly, in all material respects, the "SELLERS FINANCIAL STATEMENTS") have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the consolidated financial position of each Seller Egghead and their respective its Subsidiaries as of the dates thereof respective date thereof, and the other related financial statements (including the related notes) included therein present fairly, in all material respects, the results of their operations and changes in financial position the cash flows of Egghead and its Subsidiaries for the respective periods then endedor as of the respective dates set forth therein, all in conformity with 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 and audit adjustments and any other adjustments described therein. Egghead has no liabilities or financial obligations (absolute, contingent or otherwise) required to be disclosed in its financial statements or the notes thereto in accordance with GAAP which are not fully reflected or reserved against in the unaudited balance sheet contained in its report on Form 10-Q for the quarter ended December 28, 1996, except such liabilities or obligations that would not be reasonably expected (so far as can be foreseen at the time) to have an Egghead Adverse Effect. Except as set forth in Section 6.11 of the Egghead Disclosure Statement, all of the Egghead SEC Reports, as of their respective dates (as amended through the date hereof), complied in all material respects with the requirements of the Exchange Act and the applicable rules and regulations thereunder.

Reports and Financial Statements. Each Seller has filed with CMGI and Engage have previously -------------------------------- furnished or made available to the SEC all forms, statements, reports Company complete and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of whichaccurate copies, as amended if applicableor supplemented, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Each Seller has previously delivered to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its of: (a) CMGI's Annual Reports Report on Form 10-K for the fiscal year ended December July 31, 1996 and for the two immediately preceding fiscal years1998, as filed with the Securities and Exchange Commission (the "SEC, "); (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1994, until the date hereof, and (c) all other reports and registration statements filed by each Seller CMGI under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC since January 1July 31, 1994 1998; (c) Engage's final prospectus dated July 19, 1999 filed with the SEC as part of its initial public offering of Engage Common Stock; and (d) all reports filed by Engage under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC since the closing of its initial public offering of Engage Common Stock (the documents referred to reports listed in clauses subsections (a), ) and (b) and (c) filed prior to the date hereof are collectively referred to herein as the "SELLERS SEC REPORTSCMGI Reports" and the reports listed in subsections (c) and (d) are collectively referred to herein as the "Engage Reports"). The Sellers CMGI Reports and the Engage Reports constitute all of the documents required to be filed by CMGI and Engage, respectively, under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC from July 31, 1998 through the date of this Agreement. The CMGI Reports are identified on and Engage Reports complied in all material respects with the Sellers Disclosure Schedulerequirements of the Exchange Act and the rules and regulations thereunder when filed. As of their respective dates, the Sellers SEC CMGI Reports and Engage 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of each Seller included in such reports the CMGI Reports and Engage Reports (collectivelyi) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto when filed, the "SELLERS FINANCIAL STATEMENTS"(ii) have been 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) , and fairly present the financial position of each Seller and their respective Subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended, subject, in the case of the unaudited interim quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of CMGI and Engage, as the case may be, as of the respective dates thereof and for the periods referred to normal year-end therein, and audit adjustments (iv) are consistent with the books and any other adjustments described thereinrecords of CMGI and Engage, as the case may be.

Reports and Financial Statements. Each Seller has Since January 1, 1996, Equalnet and its Subsidiaries have filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) with the Commission required to be filed by it under each of pursuant to the Securities Act, the Exchange Act federal securities laws and the respective Commission rules and regulations thereunder, and all of whichforms, as amended if applicablereports, schedules, statements, registration statements and other documents filed with the Commission by Equalnet and its Subsidiaries have complied when filed in all material respects with all applicable requirements of the appropriate act Securities Act or the Exchange Act, as the case may be, and the Commission rules and regulations promulgated thereunder. Each Seller has previously delivered Equalnet has, prior to Parent the date of this Agreement, made available to Orix true and complete copies (including of all exhibitsforms, post-effective amendments reports, registration statements and supplements thereto) of other filings filed by Equalnet and its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1996 and for the two immediately preceding fiscal years, as filed Subsidiaries with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1994, until the date hereof, and (c) all other reports and registration statements filed by each Seller with the SEC Commission since January 1, 1994 1996 (the documents referred to in clauses (a)such forms, (b) reports, registration statements and (c) filed prior to the date hereof other filings, together with any exhibits, any amendments thereto and information incorporated by reference therein, are sometimes collectively referred to as the "SELLERS SEC REPORTSCOMMISSION FILINGS") and drafts of the consolidated balance sheets, consolidated statements of operations, consolidated statements of shareholders' equity and consolidated statements of cash flows for the period ending on and at March 31, 1999 forming a part of the draft Form 10-Q for such period in the form in which such Form 10-Q will be filed with the Commission (the "1999 10-Q") (the "Equalnet Financial Statements"). The Sellers SEC Reports are identified on the Sellers Disclosure Schedule. As of their respective datesdates or, if amended, as of the date of the last such amendment prior to the date hereof, the Sellers SEC Reports Commission Filings and the 1999 10-Q 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 audited Each of the consolidated financial statements and unaudited interim balance sheets, consolidated financial statements of each Seller included operations, consolidated statements of shareholders' equity and consolidated statements of cash flows of Equalnet and its consolidated Subsidiaries contained in such reports (collectively, the "SELLERS FINANCIAL STATEMENTS") have been Commission Filings and the 1999 10-Q were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and fairly present fairly, in all material respects, the consolidated financial position of each Seller Equalnet and their respective its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position 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. Each Seller has filed previously -------------------------------- furnished Buyer with true and complete copies of (i) the balance sheet at December 31, 1995, and statements of operations, changes in members' capital and statements of cash flows of Seller for the period from July 6, 1995 (date of formation) to December 31, 1995 (the "Seller Annual Financial Statements") and ---------------------------------- (ii) the balance sheets as at March 31, 1996 and June 30, 1996 and statements of operations of Seller for the three and six month periods then ended (the "Seller Interim Financial Statements"). (The aforesaid financial statements ------------------------------------- are referred to collectively herein as the "Seller Financial Statements"). The --------------------------- Seller Annual Financial Statements have been audited by Deloitte & Touche, LLP, independent public accountants, and are accompanied by the unqualified reports of such accountants. All of the Seller Financial Statements comply, and the interim financial statements delivered between the date of this Purchase Agreement and the Closing (the "Seller Subsequent Financial Statements") will -------------------------------------- comply, in form and substance, with applicable accounting requirements and with the SEC all formspublished rules and regulations, statementsincluding Regulation S-X, reports and documents (including all exhibits, post-effective amendments and supplements thereto) promulgated by the Commission with respect to financial statements required to be filed by it under each of the Securities Act, Act and the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed are or will be in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Each Seller has previously delivered to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K suitable form for the fiscal year ended December 31, 1996 and for the two immediately preceding fiscal years, as filed filing with the SEC, (b) proxy and information statements relating to Commission (i) all meetings to satisfy the requirements of its stockholders (whether annual or special) Form 8-K applicable to Buyer with respect to financial statements of acquired businesses and (ii) actions by written consent in lieu to satisfy the requirements of a stockholders' meeting from January 1, 1994, until the date hereof, and (c) all other reports and registration statements filed under the Securities Act applicable to Buyer with respect to financial statements of acquired businesses. Seller will provide Buyer with any additional financial statements necessary to satisfy the foregoing requirements within the time frames established by each Seller with the SEC since January 1, 1994 (rules of the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "SELLERS SEC REPORTS"). The Sellers SEC Reports are identified on the Sellers Disclosure ScheduleCommission. As of their respective dates, the Sellers SEC Reports Seller Financial Statements did not and the Seller Subsequent Financial Statements 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements included in Seller Financial Statements: have been, and unaudited interim consolidated the financial statements of each Seller included in such reports (collectivelythe Seller Subsequent Financial Statements will be, the "SELLERS FINANCIAL STATEMENTS") have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly ); present fairly, in all material respects, the financial position of each Seller and their respective Subsidiaries as of at the dates thereof and the results of their its operations and changes in financial position cash flow for the periods then ended, ended subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described thereintherein and the fact that the notes have been condensed or omitted as permitted by the applicable rules and regulations of the Commission thereunder; and are in all material respects, in accordance with the books of account and records of Seller.

Reports and Financial Statements. (i) Each Seller of GBC and its Subsidiaries has filed with the SEC all registration statements, prospectuses, reports, schedules, forms, statements, reports statements and other documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Each Seller has previously delivered to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1996 and for the two immediately preceding fiscal years, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1994, until the date hereof, and (c) all other reports and registration statements filed by each Seller with the SEC since January 1, 1994 2002 (collectively, including all exhibits thereto, the documents referred "GBC SEC Reports"). No Subsidiary of GBC is required to in clauses file any form, report, registration statement, prospectus or other document with the SEC. None of the GBC SEC Reports, at the time it was filed (a)or, (b) and (c) filed if amended or superseded by a filing prior to the date hereof are collectively referred to as the "SELLERS SEC REPORTS"). The Sellers SEC Reports are identified of this Agreement, then on the Sellers Disclosure Schedule. As date of their respective datessuch filing), the Sellers SEC Reports 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 the light of the circumstances under which they were made, not misleading. The audited Included in Section 5.1(d)(i) of the GBC Disclosure Schedule are the consolidated financial statements balance sheet of GBC and unaudited interim its Subsidiaries as of December 31, 2004 and the related consolidated financial statements of each Seller included in income, cash flows and stockholders' equity for the year ended December 31, 2004 (such reports (collectivelystatements, together with the notes thereto, the "SELLERS FINANCIAL STATEMENTSGBC 2004 Financial Statements"). Each of the GBC 2004 Financial Statements and each of the financial statements (including the related notes) have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or included in the notes thereto) and GBC SEC Reports fairly present presents, in all material respects, the consolidated financial position and consolidated results of each Seller operations and their respective cash flows of GBC and its consolidated Subsidiaries as of the respective dates thereof and the results of their operations and changes in financial position or for the respective periods then endedset forth therein, all in conformity with 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 and recurring year-end adjustments. All GBC SEC Reports, as of their respective filing dates (and audit adjustments as of the date of any amendment to the respective GBC SEC Report), complied as to form in all material respects to the extent in effect at the time of filing, with the applicable requirements of the Securities Act, the Exchange Act and any other adjustments described thereinthe Xxxxxxxx-Xxxxx Act of 2002 (the "Sarbanes Act") and the rules and regulations promulgated thereunder.

Reports and Financial Statements. Each Seller By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent, at such frequency as the Administrative Agent may reasonably request, with a summary of all Additional Secured Obligations due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Additional Secured Obligations unless the Administrative Agent has filed with received written notice thereof from such Lender; (b) is deemed to have requested that the SEC Administrative Agent furnish such Lender, promptly after they become available, copies of all forms, statements, reports Borrowing Base Certificates and documents (including all exhibits, post-effective amendments and supplements thereto) financial statements required to be filed delivered by it under each the Borrower hereunder and all commercial finance examinations and appraisals of the Securities ActCollateral received by the Administrative Agent (collectively, the Exchange Act “Reports”); (c) agrees and acknowledges that the respective rules Reports are not comprehensive audits or examinations, that the Administrative Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and regulations thereunder, all of whichwill rely significantly upon the Loan Parties’ books and records, as amended if applicable, complied when filed in all material respects with all applicable requirements well as on representations of the appropriate act and the rules and regulations thereunder. Each Seller has previously delivered Loan Parties’ personnel; (d) agrees to Parent copies (including keep all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1996 and for the two immediately preceding fiscal years, as filed confidential in accordance with the SECprovisions of Section 11.07 hereof; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, (b) proxy and information statements relating to agrees: (i) all meetings of its stockholders (whether annual to hold the Administrative Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or special) conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrower, or the indemnifying Xxxxxx’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1994, until the date hereofto pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (cincluding attorney costs) all incurred by the Administrative Agent and any such other reports and registration statements filed by each Seller with the SEC since January 1, 1994 (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to Lender preparing a Report as the "SELLERS SEC REPORTS")direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. The Sellers SEC Reports are identified on the Sellers Disclosure Schedule. As of their respective dates, the Sellers 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of each Seller included in such reports (collectively, the "SELLERS FINANCIAL STATEMENTS") have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the financial position of each Seller and their respective Subsidiaries as of the dates thereof and the results of their operations and 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.ARTICLE X CONTINUING GUARANTY 10.01