REPRESENTATIONS AND WARRANTIES OF AHC AND APT. Except as set forth in the Alpha Disclosure Schedule in each instance, and AHC's Annual Report on Form 10-K for the year ended December 31, 1998, including the Exhibits thereto (the "10-K") filed with the SEC, pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), AHC and APT, jointly and severally, represent and warrant to, and agree with, the Sunstate Shareholders and Sunstate as follows, as of the date hereof and as of the Closing Date:
