Common use of SEC Documents Clause in Contracts

SEC Documents. The Company has made available to CSLC a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since September 1, 1997 (as such documents have been amended to date, the "Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof), and none of the Company SEC Documents contained, at the time they were filed, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company and its Subsidiaries at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since November 30, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimis.

SEC Documents. The Company has made available to CSLC Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since September January 1, 1997 1995 and prior to the date of this Agreement (as such documents have been amended to date, the "Company SEC Documents") ), which constitute are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended 1933 (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto (other than with respect to the timely filing thereof)such Company SEC Documents, and none of the Company SEC Documents contained, at the time they were filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited or interim statements, as permitted by Rule 10-01 of Regulation S-X of the SEC's Quarterly Report on Form 10-Q) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited or interim statements, to normal and recurring year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries at the as of their respective dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods then ended. Since November 30, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimispresented therein.

SEC Documents. The Except as set forth in Schedule 2.1(j), since April 14, 1997, the Company has made available filed all reports required to CSLC a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by it under the Company with the SEC since September 1Exchange Act, 1997 including pursuant to Section 13(a) or 15(d) thereof (as such documents have been amended to datereports, the "Company SEC Documents" and, together with the Schedules to this Agreement and other documents and information furnished by or on behalf of the Company at any time prior to the Closing, the "Disclosure Materials") which constitute all on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the documents (other than preliminary material) that the Company was required to file with the SEC since expiration of any such dateextension. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)Commission promulgated thereunder, and none of the Company SEC Documents containedDocuments, at the time they were when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, . Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (involved, except as may be indicated otherwise specified in such financial statements or the notes thereto orthereto, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present (subject, in all material respects the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company as of and its Subsidiaries at for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal year-end audit adjustments. Since November the date of the financial statements included in the Company's Quarterly Report on Form 10-Q for the period ended September 30, 19981997, neither (a) there has been no event, occurrence or development that has had or that could have or result in a Material Adverse Effect, (b) the Company nor any of its Subsidiaries has not incurred any liabilities, except for liabilities (icontingent or otherwise) other than (x) liabilities or obligations incurred in the ordinary course of business consistent with past practice, including practice and (y) liabilities not required to be reflected in the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated therebyfinancial statements pursuant to GAAP, and (iiic) such other liabilities and obligations which, individually the Company has not altered its method of accounting or in the aggregate, are de minimisidentity of its auditors.

SEC Documents. The Company RP has made available to CSLC a true and complete copy of furnished CSI each reportregistration statement, schedule, registration statement and definitive proxy statement or information statement, including all exhibits thereto, prepared by RP since August 29, 1997, including, without limitation, (a) its Annual Report on Form 10-K for its fiscal year ended May 31, 1998 (the "RP Balance Sheet Date"), which includes the consolidated balance sheet for RP as of such date (the "RP Balance Sheet") and RP's Quarterly Reports on Form 10-Q and Reports on Form 8-K filed by since the Company filing of such Annual Report and (b) its proxy statement for its annual meeting of Stockholders held on October 1, 1998, each of (a) and (b) in the form (including exhibits and any amendments thereto) filed with the SEC since September 1, 1997 and the items in (as such documents have been amended to datea) and (b), the "Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. RP Reports." As of their respective dates, the Company SEC Documents complied RP Reports (including, without limitation, any financial statements or schedules included or incorporated by reference therein) (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Exchange Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the respective rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)thereunder, and none of the Company SEC Documents contained, at the time they were filed, (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The 1997 and 1998 consolidated financial statements of the Company RP and its Subsidiaries included in or incorporated by reference into the Company SEC Documents comply RP Reports (including the related notes and schedules) present fairly, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretorespects, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company RP at May 31, 1997 and its Subsidiaries at the dates thereof 1998, and the consolidated results of their operations and their cash flows for such fiscal years in conformity with GAAP. Except as and to the periods then ended. Since November 30extent set forth on the RP Balance Sheet, 1998including all notes thereto, or as set forth in the RP Reports or the RP Disclosure Schedule, neither the Company RP nor any of its Subsidiaries has incurred any liabilities, except for (i) material liabilities or obligations incurred of any nature (whether accrued, absolute, contingent or otherwise) whether or not required to be reflected on, or reserved against in, a consolidated balance sheet of RP prepared in accordance with GAAP, except liabilities arising in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) since such other liabilities and obligations whichdate which would not reasonably be expected to have, individually or in the aggregate, are de minimisan RP Material Adverse Effect.

SEC Documents. The Company has made available to CSLC a true and complete copy of each reportits Subsidiaries have filed or furnished all required reports, scheduleschedules, registration statement statements and definitive proxy statement filed by the Company other documents and exhibits thereto with or to the SEC since September 1December 31, 1997 2005 and through the Business Day prior to the date of this Agreement (as such documents have been amended to date, the "“Company SEC Documents"”) which constitute all the documents (other than preliminary material) that the except as set forth on Company was required to file with the SEC since such dateDisclosure Schedule 4.6. As of their respective datesdates of filing with or publicly furnishing to the SEC (or, if amended or supplemented by a filing prior to the date hereof, as of the date of such latest filing), the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)such Company SEC Documents, and none of the Company SEC Documents containedwhen filed with or publicly furnished to the SEC (or, at if amended or supplemented by a filing prior to the time they were fileddate hereof, as of the date of such latest filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company and its Subsidiaries, included in the Company SEC Documents comply complied, as of their respective dates of filing with the SEC (or, if amended or supplemented by a filing prior to the date hereof, as of the date of such latest filing), in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved GAAP (except as may be indicated in the notes thereto oror , in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on requirements of Form 10-QQ promulgated by the SEC and the requirements of Regulation S-X promulgated by the SEC) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) all material respects the consolidated financial position of the Company and its consolidated Subsidiaries at (in the dates thereof case of Company SEC Documents filed by the Company) or the entities purported to be presented therein (in the case of Company SEC Documents filed by Subsidiaries or separate accounts) and the consolidated results of their operations operations, changes in shareholder’s equity and cash flows of such companies or entities as of the dates and for the periods then ended. Since November 30shown (subject, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course case of business consistent with past practiceany unaudited interim financial statements, including the Company's obligations under the "Fleet Agreement" (to normal and recurring year-end adjustments as hereinafter defined), (ii) liabilities incurred in connection with permitted by Form 10-Q and Regulation S-X or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations whichthat, individually or in the aggregate, are de minimiswould not reasonably be expected to have a Material Adverse Effect with respect to the Company).

SEC Documents. The Company Parent has filed with the SEC all documents required to be so filed by it since January 1, 2000 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to CSLC a true and complete copy of the Company each registration statement, report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since September 1, 1997 (as such documents have been amended to date, the "Company SEC Documents") which constitute all the documents or information statement (other than preliminary materialmaterials) that it has so filed, each in the Company was required to file form (including exhibits and any amendments thereto) filed with the SEC since such date(collectively, the "Parent Reports"). As of their its respective datesdate, the Company SEC Documents each Parent Report (i) complied in all material respects in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto and (other than with respect to the timely filing thereof), and none of the Company SEC Documents contained, at the time they were filed, ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. The consolidated financial statements Each of the Company consolidated balance sheets included in or incorporated by reference into the Company SEC Documents comply Parent Reports (including the related notes and schedules) fairly presents in all material respects with applicable accounting requirements the consolidated financial position of Parent and with the published rules its Subsidiaries as of its date, and regulations each of the SEC with respect theretoconsolidated statements of operations, have been prepared cash flows and equity included in accordance with U.S. generally accepted accounting principles or incorporated by reference into the Parent Reports ("GAAP"including any related notes and schedules) applied on a consistent basis during fairly presents in all material respects the results of operations, cash flows or changes in equity, as the case may be, of Parent and its Subsidiaries for the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present set forth therein (subject, in the case of the unaudited or interim statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal and recurring year-end audit adjustments) ), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent set forth on the consolidated financial position balance sheet of the Company Parent and its Subsidiaries at included in the dates thereof and Parent Reports, including all notes thereto, as of the consolidated results date of their operations and cash flows for the periods then ended. Since November 30, 1998such balance sheet, neither the Company Parent nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Parent or in the ordinary course of business consistent notes thereto prepared in accordance with past practicegenerally accepted accounting principles consistently applied, including the Company's other than liabilities or obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement which do not and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations whichare not reasonably likely to have, individually or in the aggregate, are de minimisa Parent Material Adverse Effect.

SEC Documents. The Company has made available to CSLC a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since September 1, 1997 (as such documents have been amended to date, the "Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof), and none of the Company SEC Documents contained, at the time they were filed, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-QQ of the SEC) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company and its Subsidiaries at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since November 30, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimis.

SEC Documents. The Company has made available to CSLC a true filed all required forms, reports and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company documents with the SEC Securities and Exchange Commission (the "SEC") since September 1December 31, 1997 1995 (as such documents have been amended to datecollectively, the "Company SEC DocumentsReports") ), all of which constitute all were prepared in accordance with the documents applicable requirements of the Exchange Act, the Securities Act and the rules and regulations promulgated thereunder (other than preliminary material) that the "Securities Laws"). All required Company was required to file SEC Reports have been filed with the SEC and constitute all forms, reports and documents required to be filed by the Company under the Securities Laws since such dateDecember 31, 1995. As of their respective dates, the Company SEC Documents Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended Laws and (the "Securities Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof), and none of the Company SEC Documents contained, at the time they were filed, ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Each of the consolidated financial statements balance sheets of the Company included in or incorporated by reference into the Company SEC Documents comply in all material respects with applicable accounting requirements Reports (including the related notes and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"schedules) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) presents the consolidated financial position of the Company and the Company Subsidiaries as of its Subsidiaries at the dates thereof date and each of the consolidated results statements of their operations income, retained earnings and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Company and the Company Subsidiaries for the periods then ended. Since November 30set forth therein (subject, 1998in the case of unaudited statements, neither to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the Company nor any of its Subsidiaries has incurred any liabilitiesperiods involved, except for (i) liabilities or obligations incurred as may be noted therein and except, in the ordinary course case of business consistent with past practicethe unaudited statements, including as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimisExchange Act.

SEC Documents. The Company has made available to CSLC Levy Acquisition Co. a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since September 1December 31, 1997 (as such documents have since the time of their filing been amended to dateamended, the "Company SEC Documents") ), which constitute are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, (i) the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), ) or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)such Company SEC Documents, and (ii) none of the Company SEC Documents contained, at the time they were filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Except as disclosed in the Company Disclosure Letter, the consolidated financial statements of the Company included in the Company SEC Documents comply (including, without limitation, the audited balance sheet and related statements of operations, stockholders' equity and cash flows of the Company and its Subsidiaries for the fiscal year ended December 31, 2001, as audited by Xxxxx Xxxxxxxx, LLP (such balance sheet is referred to hereinafter as the "Balance Sheet" and the Balance Sheet and related statements are referred to hereinafter as the "Year-End Financial Statements"), complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations operations, stockholders' equity and cash flows for the periods then endedended in accordance with GAAP. Since November 30As of December 31, 19982001, neither the Company nor any of its Subsidiaries has incurred had any liabilitiesliabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto) and which were not reflected on the Balance Sheet. Since December 31, 2001, except as and to the extent set forth in the Company SEC Documents and except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practicepractice and of substantially the same character, including type and magnitude as incurred in the past, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would have a Material Adverse Effect on the Company's obligations under . All agreements, contracts and other documents required to be filed as exhibits to any of the "Fleet Agreement" (as hereinafter defined)Company SEC Documents have been so filed. No Subsidiary of the Company is required to file any form, (ii) liabilities incurred in connection report or other document with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimisSEC.

SEC Documents. The Company has filed with the SEC all documents required to be so filed by it since January 1, 2000 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to CSLC a true and complete copy of Parent each registration statement, report, schedule, registration statement and definitive proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed by the Company with the SEC since September 1, 1997 (as such documents have been amended to datecollectively, the "Company SEC DocumentsReports") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date). As of their its respective datesdate, the each Company SEC Documents Report (i) complied in all material respects in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto and (other than with respect to the timely filing thereof), and none of the Company SEC Documents contained, at the time they were filed, ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. The consolidated financial statements Each of the Company consolidated balance sheets included in or incorporated by reference into the Company SEC Documents comply Reports (including the related notes and schedules) fairly presents in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company and its Subsidiaries at the dates thereof as of its date, and each of the consolidated statements of operations, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of their operations and operations, cash flows or changes in stockholders' equity, as the case may be, of the Company and its Subsidiaries for the periods then endedset forth therein (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Since November 30Except as and to the extent set forth on the consolidated balance sheet of the Company and its Subsidiaries included in the Company Reports, 1998including all notes thereto, as of the date of such balance sheet, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of the Company or in the ordinary course of business consistent notes thereto prepared in accordance with past practicegenerally accepted accounting principles consistently applied, including the Company's other than liabilities or obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement which do not and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations whichare not reasonably likely to have, individually or in the aggregate, are de minimisa Company Material Adverse Effect.

SEC Documents. The Each of the Company and the Principal Operating Sub has filed with the SEC, and has heretofore made available to CSLC a Parent true and complete copy copies of, all forms, reports, schedules, statements and other documents required to be filed with the SEC by it since January 1, 1997 (together with all information incorporated therein by reference, the "SEC Documents"). No subsidiary of each the Company, other than the Principal Operating Sub, is required to file any form, report, schedule, registration statement and definitive proxy statement filed by the Company or other document with the SEC since September 1, 1997 (as such documents have been amended to date, the "Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such dateSEC. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended 1933 (the "Securities Act"), ) or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto (other than with respect to the timely filing thereof)such SEC Documents, and none of the Company SEC Documents contained, at the time they were filed, filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of (including the Company related notes) included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto in effect at the time of filing, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Qthereto) and fairly present in all material respects (subject, x) in the case of the unaudited or interim statementsSEC Documents filed by the Company, to normal and recurring audit adjustments) the consolidated financial position of the Company and its Subsidiaries at consolidated subsidiaries as of the dates thereof and the their consolidated results of their operations and cash flows for the periods then ended. Since November 30, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iiiy) such other liabilities and obligations which, individually or in the aggregatecase of the SEC Documents filed by the Principal Operating Sub, are de minimisthe consolidated financial position of the Principal Operating Sub and its consolidated subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). Except for contingent liabilities referenced or reflected (without regard to potential amount) in the Filed SEC Documents, as of December 31, 1999, the Company and its subsidiaries had no contingent liabilities, other than contingent liabilities that individually would not be expected to result in (taking into account the likelihood of such result occurring and the expected magnitude of such event if it were to occur) a material adverse effect.

SEC Documents. The Company CSLC has made available to CSLC the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company it with the SEC since September January 1, 1997 1998 (as such documents have been amended to date, the "Company CSLC SEC Documents") which constitute are all the documents (other than preliminary material) that the Company CSLC was required to file with the SEC since such date. As of their respective dates, the Company CSLC SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)thereto, and none of the Company CSLC SEC Documents contained, at the time they were filed, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company CSLC included in the Company CSLC SEC Documents comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-QQ of the SEC) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company CSLC and its Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since November September 30, 1998, neither except as disclosed in the Company nor CSLC SEC Documents, none of CSLC, Sub, the Trust or any of its CSLC's other Subsidiaries has incurred any liabilities, liabilities except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) such other liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations whichwhich insofar as reasonably can be foreseen would not, individually or in the aggregate, are de minimisresult in a CSLC Material Adverse Effect.

SEC Documents. The Company has made available to CSLC furnished each Buyer with a true and complete copy of each reportthe Company's Report on Form 10-K for the fiscal year ended December 31, schedule1997 and Form 10-Q for the quarter ended March 31, registration statement and definitive proxy statement filed by 1998 (the "Disclosure Documents"). Except as disclosed in the Disclosure Documents, since December 31, 1997 the Company has not incurred any material liability except in the ordinary course of its business consistent with past practice and there has not been any change in the business, financial condition or results of operations of the Company which has had a material adverse effect on the Company. Since January 1, 1997, the Company has filed with the SEC since September 1, 1997 Securities and Exchange Commission (as such documents have been amended to date, the "Company SEC DocumentsSEC") which constitute all the documents (other than preliminary material) that the Company was required to file with be filed pursuant to the SEC since such dateSecurities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder. As of their respective dates, the Company SEC Disclosure Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Exchange Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)such Disclosure Documents, and none of the Company SEC Disclosure Documents contained, at the time they were filed, did not contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Disclosure Documents (the "Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The Financial Statements are accurate, complete and have been prepared in accordance with U.S. the books and records of the Company and in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present (subject, in the case of the unaudited or interim statements, to normal and normal, recurring audit adjustmentsadjustments that are not material) the consolidated financial position of the Company and its Subsidiaries as at the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended. Since November 30, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimis.

SEC Documents. The Company Trust has made available filed all required forms, reports and documents with the Securities and Exchange Commission ("SEC") since December 31, 1994 (collectively, the "Trust SEC Reports"), all of which were prepared in accordance with the applicable requirements of the Exchange Act and the Securities Act. The Trust SEC Reports were filed with the SEC in a timely manner and constitute all forms, reports and documents required to CSLC a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by the Company with Trust since December 31, 1994 under the SEC since September 1, 1997 (as such documents have been amended to dateSecurities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Company SEC DocumentsSecurities Laws") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date). As of their respective dates, the Company Trust SEC Documents Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended Laws and (the "Securities Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof), and none of the Company SEC Documents contained, at the time they were filed, ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements Each of the Company balance sheets of the Trust included in or incorporated by reference into the Company Trust SEC Documents comply in all material respects with applicable accounting requirements Reports (including the related notes and with schedules) fairly presents the published rules and regulations financial position of the Trust as of its date and each of the statement of income, retained earnings and cash flows of the Trust included in or incorporated by reference into the Trust SEC with respect theretoReports (including any related notes and schedules) fairly presents the results of operations, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during retained earnings or cash flows, as the case may be, of the Trust for the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present set forth therein (subject, in the case of the unaudited or interim statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and recurring audit adjustments) except, in the consolidated financial position case of the Company and its Subsidiaries at unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since November 30, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimisExchange Act.

SEC Documents. The Company has made available to CSLC a true Conseco and complete copy of each reportits subsidiaries have filed all required reports, scheduleschedules, registration statement forms, statements and definitive proxy statement filed by the Company other documents with the SEC since September January 1, 1997 1995 (as such documents have been amended and the exhibits thereto and documents incorporated therein by reference are hereinafter referred to date, as the "Company Conseco SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date). As of their respective dates, the Company Conseco SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto (other than with respect to the timely filing thereof)such Conseco SEC Documents, and none of the Company Conseco SEC Documents contained, at the time they were filed, as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Conseco included in the Company Conseco SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form Rule 10-Q01 of Regulation S-X) and fairly present (subjectpresent, in the case of the unaudited or interim statementsall material respects, to normal and recurring audit adjustments) the consolidated financial position statements of the Company Conseco and its Subsidiaries at consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since November 30ended (subject, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course case of business consistent with past practiceunaudited quarterly statements, including the Company's obligations under the "Fleet Agreement" (as hereinafter definedto normal year-end audit adjustments), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimis.

SEC Documents. The Company Undisclosed Liabilities. IPC and, to the extent applicable, its subsidiaries have filed all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission (the "SEC") since October 1, 1998, and IPC has delivered or made available to CSLC a true Parent all reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement other documents filed by IPC and, to the Company with the SEC since September 1extent applicable, 1997 (as such documents have been amended to date, the "Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file its subsidiaries with the SEC since such datedate (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto (other than with respect to the timely filing thereof)such SEC Documents, and none of the Company SEC Documents contained(including any and all financial statements included therein) as of such dates (and, at if amended or superseded by a filing prior to the time they were fileddate of this Agreement, then on the date of such filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including the related notes) of the Company IPC and of IXnet included in the Company all SEC Documents filed since October 1, 1998 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Qthereto) and fairly present the consolidated financial position of IPC and its consolidated subsidiaries or IXnet and its consolidated subsidiaries as the case may be as of the dates thereof and the consolidated results of their respective operations and cash flows for the periods then ended (subject, in the case of the unaudited or interim quarterly statements, to normal year-end audit adjustments that have not been and recurring audit adjustmentsare not expected to be material in amount). Except as set forth in Schedule 3.01(e), at the date of the most recent audited financial statements of IPC included in the SEC Documents filed by IPC or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent SEC Documents"), neither IPC nor any of its subsidiaries had, and since such date neither IPC nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have an IPC Material Adverse Effect. To the best of IPC's knowledge, (i) all historical financial statements supplied to Parent by IPC for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company IPC and its Subsidiaries at consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since November 30, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for ended (isubject to normal year-end adjustments that have not been and are not expected to be material in amount) liabilities or obligations incurred in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), and (ii) liabilities incurred all financial data so supplied for such periods is true and accurate in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimisall material respects.

SEC Documents. The Company GG has made available to CSLC furnished GOLF with a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company GG with the SEC Securities and Exchange Commission (“SEC”) since September January 1, 1997 2000 and all correspondence from the SEC and any blue sky administrator with respect thereto (as such documents have since the time of their filing been amended to dateamended, the "Company “GG SEC Documents"”) which constitute all the documents (other than preliminary material) and since that the Company was required to file date GG has timely filed with the SEC since such dateall documents required to be filed pursuant to Section 15(d) of the Exchange Act, including but not limited to, a statement of beneficial ownership on the appropriate form, by each Person known by GG to beneficially own more than five percent (5%) of the issued and outstanding Common Stock of GG and an Information Statement under Rule 14f-1 of the SEC describing the change of the Board of Directors of GG contemplated hereby. As of their respective dates, the Company GG SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)such GG SEC Documents, and none of the Company GG SEC Documents contained, at the time they were filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company GG included in the Company GG SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, are accurate, complete and in accordance with the books and records of GG and have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim the reviewed statements, as permitted by the SEC's Quarterly Report on Form 10-QQSB of the SEC) and fairly present (subject, in the case of the unaudited or interim reviewed statements, to normal and normal, recurring audit adjustments) the consolidated financial position of the Company and its Subsidiaries at GG as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended. Since November 30Neither GG nor the Responsible Party is at this time, 1998, neither the Company nor have they been at any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred time in the ordinary course of business consistent with past practice, including 5-year period immediately preceding the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result date of this Agreement and Agreement, subject to any inquiry, investigation (formal or otherwise) by the Merger and the transactions contemplated therebySEC, and (iii) such other liabilities and obligations which, individually National Association of Securities Dealers or in the aggregate, are de minimisany applicable state agency.

SEC Documents. The Company has made available filed with the SEC all forms, reports, schedules, statements and other documents required to CSLC a true be filed with the SEC by the Company since December 31, 1997 (together with and complete copy giving effect to, any amendments, supplements and exhibits thereto and any information incorporated therein by reference, the "SEC DOCUMENTS"). No Subsidiary of each the Company is required to file any form, report, schedule, registration statement and definitive proxy statement filed by the Company or other document with the SEC since September 1, 1997 (as such documents have been amended to date, the "Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such dateSEC. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto (other than with respect to such SEC Documents as of the date of the filing thereof. Except to the timely filing thereof)extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, and none of the Company SEC Documents contained, at the time they were filed, contains any untrue statement of a material fact or omitted omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of (including the Company related notes) included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles in the United States ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Qthereto) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) all material respects the consolidated financial position of the Company and its consolidated Subsidiaries at as of the dates thereof and the their consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). Since November 30Except as set forth in the SEC Documents and in SECTION 3.01(e) OF THE COMPANY DISCLOSURE SCHEDULE, 1998, neither the Company nor any of and its Subsidiaries has incurred have no liabilities or obligations of any liabilitiesnature (whether accrued, except for absolute, contingent or otherwise), other than (i) other liabilities or and obligations that were incurred since April 29, 2000 in the ordinary course of business business, consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), practices and (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations whichthat, individually or and in the aggregate, are de minimiswould not reasonably be expected to have a Material Adverse Effect.

SEC Documents. The Company has made available to CSLC a Investor true and complete copy copies of each report, schedule, all reports or registration statement and definitive proxy statement filed by statements the Company has filed with the SEC since September 1, 1997 Securities Exchange Commission (as such documents have been amended to date, "SEC") under the Securities Act of 1933 ("SECURITIES ACT") and the Securities Exchange Act of 1934 (the "EXCHANGE ACT"), for all periods subsequent to December 31, 2005, all in the form so filed (collectively the "SEC DOCUMENTS"). The Company SEC Documents") which constitute has filed in a timely manner all the documents (other than preliminary material) that the Company was required to file with under the SEC since such dateExchange Act during the 12 months preceding the date of this Agreement. As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933or the Exchange Act, as amended (the "Securities Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)applicable, and none of the Company SEC Documents contained, at filed under the time they were filed, Exchange Act contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleading. The consolidated financial statements of , except to the Company included in the Company SEC Documents comply in all material respects with applicable accounting requirements and extent corrected by a subsequently filed document with the published rules and regulations SEC. None of the SEC with respect theretoDocuments filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such SEC Documents became effective under the Securities Act. Without limiting the foregoing, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present (subject, in the case Company meets each of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company and its Subsidiaries at the dates thereof and the consolidated results of their operations and cash flows eligibility requirements for the periods then ended. Since November 30, 1998, neither the Company nor any use of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred Form S-3 in connection with or the resale registration of the Shares as a result of this Agreement and contemplated under the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimisRegistration Rights Agreement.

SEC Documents. The (a) Except as Previously Disclosed, each of Holdco and the Company has made available to CSLC a true filed all reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC required to be filed by Holdco or the Company or furnished by Holdco or the Company since September 1December 31, 1997 2005 (including any items incorporated by reference or attached as such documents have been amended to date, Exhibits thereto) (the "Company “SEC Documents") which constitute all the documents (other than preliminary material) that the Company was ”). No Holdco Subsidiary is required to file with the make any filings of SEC since such dateDocuments. As of their respective datesdates of filing, the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933Act, as amended (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto (other than with respect to the timely filing thereof)thereto, and none of the Company SEC Documents contained, at the time they were filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from the SEC with respect to any SEC Document. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company Holdco included in the Company SEC Documents comply when filed complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in all material respects in accordance with U.S. United States generally accepted accounting principles ("“GAAP"”) (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Qthereto) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) all material respects the consolidated financial position of the Company Holdco and its consolidated Subsidiaries at as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited quarterly statements, to normal year-end adjustments). Since November Except as specifically reflected or reserved against in the audited consolidated balance sheet of Holdco as at September 30, 19982007 included in the Filed SEC Documents, neither the Company Holdco nor any of its Subsidiaries Holdco Subsidiary has incurred any liabilities, except for (i) liabilities or obligations (whether absolute, accrued, contingent, fixed or otherwise) of any nature that would be required under GAAP, as in effect on the Effective Date, to be reflected on a consolidated balance sheet of Holdco (including the notes thereto), except liabilities and obligations that (A) were incurred in the ordinary course of business consistent with past practicepractice since September 30, including the Company's obligations under the "Fleet Agreement" 2007 or (as hereinafter defined), (iiB) liabilities incurred in connection with or as a result of this Agreement have not had and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations whichwould not, individually or in the aggregate, are de minimisreasonably be expected to have, a Material Adverse Effect.

SEC Documents. The Company has made available to CSLC a true and complete copy of Parent each registration statement, report, schedule, registration statement and definitive proxy statement or information statement (other than preliminary materials) filed by the Company with the SEC Securities and Exchange Commission ("SEC") since September January 1, 1997 2000, each in the form (as such documents have been amended including exhibits and any amendments thereto) filed with the SEC prior to datethe date hereof (collectively, the "Company SEC DocumentsReports") which constitute all the documents (other than preliminary material) that ), and the Company was has filed all forms, reports and documents required to file be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such datetime. As of their respective dates, the Company SEC Documents complied Reports (i) were prepared in all material respects accordance with the applicable requirements of the Securities Act of 1933, as amended 1933 (the "Securities Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of thereunder and complied with the SEC thereunder then applicable thereto accounting requirements and (other than with respect to the timely filing thereof), and none of the Company SEC Documents contained, at the time they were filed, ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. The consolidated financial statements Each of the Company consolidated balance sheets included in or incorporated by reference into the Company SEC Documents comply in all material respects with applicable accounting requirements Reports (including the related notes and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"schedules) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) presents the consolidated financial position of the Company and its Subsidiaries at the dates thereof as of its date and each of the consolidated statements of earnings, cash flows and stockholders' equity included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents the results of their operations and operations, cash flows or changes in stockholders' equity, as the case may be, of the Company and its Subsidiaries for the periods then ended. Since November 30set forth therein (subject, 1998in the case of unaudited statements, neither to such exceptions as may be permitted by Form 10-Q of the Company nor any of its Subsidiaries has incurred any liabilitiesSEC), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimismay be noted therein.

SEC Documents. The Company has made available to CSLC a true and complete copy of each reportExcept as disclosed in the SEC Documents, schedulesince January 1, 2016, the Company’s forms, registration statement statements, reports, schedules and definitive proxy statement statements required to be filed by it under the Company with the SEC since September 1, 1997 (as such documents have been amended to date, the "Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect all such documents filed prior to the date hereof, collectively the “SEC Documents”) have been filed with the Commission on a timely filing thereof), and none of the Company basis. The SEC Documents containedDocuments, at the time they were filedfiled (or in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequent SEC Document) (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were mademade in the case of any such documents other than a registration statement, not misleading. The consolidated financial statements , (b) complied as to form in all material respects with the applicable requirements of the Company included in Exchange Act and the Company SEC Documents comply Securities Act, as the case may be, and (c) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, have been . The financial statements of the Company and other financial information included in the SEC Documents were prepared in accordance with U.S. generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) Q of the Commission), and fairly present (subject, subject in the case of the unaudited or interim statements, statements to normal and recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and its Subsidiaries at consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows of the Company and its consolidated subsidiaries for the periods then ended. Since November 30, 1998, neither The independent auditor of the Company nor any as of its Subsidiaries the date of the most recent audited balance sheet of the Company is an independent registered public accounting firm with respect to the Company and has incurred any liabilities, except for (i) liabilities not resigned or obligations incurred in been dismissed as independent registered public accountants of the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or Company as a result of this Agreement or in connection with any disagreement with the Company on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures. Since the date of the most recent balance sheet of the Company audited by such auditor, (i) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the SEC Documents fairly presents the information called for in all material respects and has been prepared in accordance with the Merger Commission’s rules and the transactions contemplated thereby, guidelines applicable thereto and (iiiii) such other liabilities and obligations which, individually or except as disclosed in the aggregateSEC Documents, the Company is not aware of (x) any significant deficiency or material weakness in the design or operation of internal controls over financial reporting that are de minimislikely to adversely affect its ability to record, process, summarize and report financial data or (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls over financial reporting of the Company.

SEC Documents. The Company has made available furnished to CSLC a Lancit true and complete copy copies of each report, schedule, registration statement (in the form in which it became effective) and definitive proxy statement filed by the Company with the SEC since September 1, 1997 (as such documents have been amended to date, the "Company SEC Documents") ), which constitute are all of the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933or the Exchange Act, as amended (the "Securities Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may beapplicable, and the applicable rules and regulations of the SEC thereunder applicable thereto (other than with respect thereunder. As of its filing date, each such report or statement filed pursuant to the timely filing thereof), and none of the Company SEC Documents contained, at the time they were filed, Exchange Act did not contain any untrue statement of a material fact or omitted omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each such registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act as of the date such statement or amendment became effective did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein not misleading. All material agreements, in light contracts and other documents required to be filed as exhibits to any of the circumstances under which they were made, not misleadingCompany SEC documents have been so filed. The consolidated financial statements of the Company included contained in the Company SEC Documents comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with U.S. generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company and its Subsidiaries consolidated subsidiaries as at the dates thereof indicated and the consolidated results of their operations and consolidated cash flows of the Company and its consolidated subsidiaries for the periods then ended. Since November 30, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred as indicated in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated therebynotes thereto, and (iii) such other liabilities except, in the case of unaudited interim financial statements, for the omission of footnote information and obligations whichnormal year-end audit adjustments which are not, individually singly or in the aggregate, are de minimismaterial.

SEC Documents. The Company Parent has made available to CSLC a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC all documents required to be so filed by it since September 1December 31, 1997 2008 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act (as such documents have been amended to datecollectively, the "Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date“Parent Reports”). As of their its respective datesdate or, if amended by a subsequent filing prior to the Company SEC Documents date hereof, on the date of such filing, each Parent Report or as subsequently amended complied in all material respects with the applicable requirements of the Securities Act of 1933Exchange Act, as amended (the "Securities Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, SOX and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof), and none of the Company SEC Documents contained, at the time they were filed, did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company balance sheets included in or incorporated by reference into the Company SEC Documents comply Parent Reports (including the related notes and schedules) fairly presents in all material respects with applicable accounting requirements the consolidated financial position of Parent and Parent Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and Parent Subsidiaries for the periods set forth therein (such consolidated balance sheets and consolidated statements of operations, cash flows and changes in shareholders’ equity, each including the notes and schedules thereto, the “Parent Financial Statements”). Parent Financial Statements (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been and (ii) were prepared in accordance with U.S. generally accepted accounting principles ("GAAP") GAAP consistently applied on a consistent basis during the periods involved (involved, except as may be indicated noted in the Parent Financial Statements or as permitted by Form 10-K, 10-Q or Form 8-K. Except as and to the extent adequately accrued or reserved against in the audited balance sheet of Parent as at December 31, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Parent Balance Sheet”), Parent does not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a consolidated balance sheet of Parent or disclosed in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company and its Subsidiaries at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since November 30, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilitiesthereto, except for (i) liabilities or obligations and obligations, incurred in the ordinary course of business consistent with past practicepractice since the date of the Parent Balance Sheet, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations whichthat are not, individually or in the aggregate, are de minimismaterial in amount, (ii) liabilities for performance under Parent Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and (iii) liabilities described in Section 3.7 of the Parent Disclosure Letter.

SEC Documents. The Company has made available to CSLC Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since September January 1, 1997 1995 and prior to the date of this Agreement (as such documents have been amended to date, the "Company SEC Documents") ), which constitute are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto (other than with respect to the timely filing thereof)such Company SEC Documents, and none of the Company SEC Documents contained, at the time they were filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated Except as disclosed on Schedule 4.1(d), the financial statements of the Company included in the Company SEC Documents comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited or interim statements, as permitted by Rule 10-01 of Regulation S-X of the SEC's Quarterly Report on Form 10-Q) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited or interim statements, to normal and normal, recurring audit adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position of the Company and its consolidated Subsidiaries at the as of their respective dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods then ended. Since November 30, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimispresented therein.

SEC Documents. The Company has made available to CSLC a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since September 1Securities and Exchange Commission (the "SEC") all reports, 1997 statements, schedules and other documents (as such documents have been amended to datecollectively, the "Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with be filed by it pursuant to the Securities Act and the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"). Since June 30, 2001, all SEC since such dateDocuments required to be filed were timely filed. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)promulgated thereunder, and none of the Company SEC Documents containedDocuments, at the time they were filedfiled with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated As of their respective dates, the financial statements of the Company included in the Company SEC Documents comply (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles . Except ("GAAP"i) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, to the Financial Statements or (ii) in the case of the unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) Q under the Exchange Act, the Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present (subject, in all material respects the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company and its Subsidiaries at subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal recurring year-end adjustments and footnotes). Since November 30, 1998Except as set forth in the Financial Statements filed with the SEC prior to the date hereof, neither the Company nor any of its Subsidiaries subsidiaries has incurred any liabilities, except for whether absolute, contingent or otherwise, other than (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice, including subsequent to the Company's obligations under the "Fleet Agreement" (as hereinafter defined)date of such Financial Statements, (ii) liabilities obligations under contracts and commitments incurred in connection with or as a result the ordinary course of this Agreement business and the Merger and the transactions contemplated therebynot required under generally accepted accounting principles to be reflected in such Financial Statements, and (iii) such other which liabilities and obligations whichreferred to in clauses (i) and (ii), individually or in the aggregate, are de minimisnot material to the financial condition or operating results of the Company or any of its subsidiaries and (iii) liabilities and obligations incurred in connection with the Closing Documents and the transactions contemplated thereby.

SEC Documents. The Company has made available to CSLC a true and complete copy of each reportfiled or furnished all required reports, scheduleschedules, registration statement statements and definitive proxy statement filed by the Company other documents and exhibits thereto with or to the SEC since September 1December 31, 1997 2006 and through the Business Day prior to the date of this Agreement (as such documents have been amended to date, the "“Company SEC Documents"”) which constitute all the documents (other than preliminary material) that the except as set forth on Company was required to file with the SEC since such dateDisclosure Schedule 4.7. As of their respective datesdates of filing with or publicly furnishing to the SEC (or, if amended or supplemented by a filing prior to the date hereof, as of the date of such latest filing), the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)such Company SEC Documents, and none of the Company SEC Documents containedwhen filed with or publicly furnished to the SEC (or, at if amended or supplemented by a filing prior to the time they were fileddate hereof, as of the date of such latest filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Company, included in the Company SEC Documents comply complied, as of their respective dates of filing with the SEC (or, if amended or supplemented by a filing prior to the date hereof, as of the date of such latest filing), in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved GAAP (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on requirements of Form 10-QQ promulgated by the SEC and the requirements of Regulation S-X promulgated by the SEC) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) all material respects the consolidated financial position of the Company and its Subsidiaries at the dates thereof and the consolidated results of their operations operations, changes in shareholder’s equity and cash flows of the Company as of the dates and for the periods then ended. Since November 30shown (subject, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course case of business consistent with past practiceany unaudited interim financial statements, including the Company's obligations under the "Fleet Agreement" (to normal and recurring year-end adjustments as hereinafter defined), (ii) liabilities incurred in connection with permitted by Form 10-Q and Regulation S-X or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations whichthat, individually or in the aggregate, are de minimiswould not reasonably be expected to have a Material Adverse Effect with respect to the Company).

SEC Documents. The Company Seller has made available filed with the United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, statements and other documents required to CSLC a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by the Company with the SEC it since September 1March 20, 1997 2000 (as such documents have been amended to datesince the time of their filing, collectively, the "Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date“Seller Reports”). As of their respective datesdates or, if amended, as of the date of the last such amendment, the Company SEC Documents Seller Reports, including, without limitation, any financial statements or schedules included therein, complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto to such Seller Reports (other than with respect to collectively, the timely filing thereof“Securities Laws”), and none of the Company SEC Documents contained, at the time they were filed, did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The consolidated financial statements of the Company Seller included in the Company SEC Documents Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Qthereto) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company and its Subsidiaries at the dates thereof and the consolidated results of their operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods then ended. Since November 30, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimispresented therein.

SEC Documents. The Company has made available Conveyed Entities have filed or caused to CSLC be filed with the SEC all documents required to be filed with the SEC by the Conveyed Entities and have provided to Republic and the Republic Subsidiaries (a) a true and complete correct copy of each reportAlamo's Annual Report on Form 10-K for the fiscal year ended December 31, schedule1995 and true and correct copies of its Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 1996 and June 30, 1996 and (b) true and correct copies of all other reports, forms and registration statement and definitive proxy statement statements filed by any of the Company Conveyed Entities with the SEC since September 1, 1997 (as such documents have been amended to date, the "Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such dateregistration statements in forms not declared effective). As of their respective dates, all documents so filed with the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities or Exchange Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the applicable rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)thereunder, and none of the Company SEC Documents contained, at the time they were filed, such documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated combined financial statements of the Company Conveyed Entities included in the Company SEC Documents comply such documents complied as to form, as of their respective dates, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-QQ of the SEC) and fairly present (subjectpresent, in all material respects, the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated combined financial position of the Company Conveyed Entities and its Subsidiaries their consolidated subsidiaries as at the dates thereof and the consolidated combined results of their operations and cash flows for the periods then endedended in accordance with GAAP. Since November Reserves are reflected on the combined balance sheet of the Conveyed Entities as of June 30, 19981996, neither (the Company nor any of its Subsidiaries has incurred any liabilities, except for (i"Balance Sheet") liabilities or obligations incurred in the ordinary course of business amounts that have been established on a basis consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred practice and in connection accordance with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimisGAAP.

SEC Documents. The Company has made available filed all reports (the “SEC Documents”) required to CSLC a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by it under the Company with Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof and the Form 10-KSB, as amended, for the year ended December 31, 2005 and the Form 10-QSB for the three months ended March 31, 2006 on a timely basis or has timely filed for a valid extension of such time of filing and has filed any such SEC since September 1, 1997 (as Documents prior to the expiration of any such documents have been amended to date, the "Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such dateextension. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)promulgated thereunder, and none of the Company SEC Documents containedDocuments, at the time they were when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, the Company has not received a final determination with respect to comments from the SEC to the Company’s 10-KSB/A for the year ended December 31, 2005 relating to the extent of financial disclosure required by Item 310(a) of Regulation S-B regarding the Company’s predecessor financial statements, but the Company and its independent auditor believe in good faith that the disclosure provided to date conforms with the requirements of the Exchange Act. The consolidated financial statements of the Company included in the Company SEC Documents comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (involved, except as may be indicated otherwise specified in such financial statements or the notes thereto orthereto, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present (subject, in all material respects the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company and its Subsidiaries at as of and for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. Since November 30, 1998, neither All material agreements to which the Company nor any is a party or to which the property or assets of its Subsidiaries has incurred any liabilities, except for (i) liabilities the Company are subject are included as part of or obligations incurred specifically identified in the ordinary course SEC Documents to the extent required by the rules and regulations of business consistent the SEC as in effect at the time of filing. The Company has prepared and filed with past practice, including the SEC all filings and reports required by the Securities Act and the Exchange Act to make the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred ’s filings and reports current in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimisall respects.

SEC Documents. The Company Since April 23, 1997, Buyer has made available to CSLC a true and complete copy of each report, schedule, registration statement and definitive proxy statement timely filed by the Company with the SEC all forms, reports and documents required to be filed by Buyer since September 1April 23, 1997 under the Securities Laws, including, without limitation, (i) all Annual Reports on form 10-K, (ii) all Quarterly Reports on form 10-Q, (iii) all proxy statements relating to meetings of stockholders (whether annual or special), (iv) all Current Reports on form 8-K, (v) the Buyer's Registration Statement on Form S-11 as such documents have been filed with the SEC on July 30, 1997 and (vi) all other reports, schedules, registration statements and other documents, each as amended to date(collectively, the "Company Buyer SEC DocumentsReports") all of which constitute were prepared in compliance in all the documents (other than preliminary material) that the Company was required to file material respects with the SEC since such dateapplicable requirements of the Exchange Act and the Securities Act. As of their respective dates, the Company Buyer SEC Documents Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended Laws and (the "Securities Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof), and none of the Company SEC Documents contained, at the time they were filed, ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Each of the consolidated balance sheets of Buyer included in or incorporated by reference into the Buyer SEC Reports (including the related notes and schedules) fairly presents the consolidated financial position of Buyer and the Buyer Subsidiaries as of its date and each of the consolidated statements of the Company income, cash flows and shareholders' equity included in or incorporated by reference into the Company Buyer SEC Documents comply in all material respects with applicable accounting requirements Reports (including any related notes and with schedules) fairly presents the published rules results of income, cash flows and regulations shareholders' equity, as the case may be, of Buyer and the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during Buyer Subsidiaries for the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present set forth therein (subject, in the case of the unaudited or interim statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and recurring audit adjustments) except, in the consolidated financial position case of the Company and its Subsidiaries at unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since November 30, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimisExchange Act.

SEC Documents. The Company has made available EFHLF hereby makes reference to CSLC a true and complete copy of each report, schedule, registration statement and definitive proxy statement the following documents filed by the Company with the SEC since September 1United States Securities and Exchange Commission (the "SEC"), 1997 as posted on the SEC's website, xxx.xxx.xxx: (as such documents have been amended to datecollectively, the "Company SEC Documents"): (a) which Current Report on Form 8-K as filed on August 30, 2002; (b) Annual and Transition Report of Foreign Private Issuers [Sections 13 or 15(d)] on Form 20-F for the fiscal year ended December 31, 2001; (c) Current Report on Form 8-K as filed on June 27, 2002; (d) Notification of inability to timely file Form 20-F on Form NT 20-F as filed on June 25, 2002; (e) Current Report on Form 8-K as filed on June 25, 2002; (f) Annual and Transition Report of Foreign Private Issuers [Sections 13 or 15(d)] on Form 20-F for the fiscal year ended December 31, 2000; (g) Notification of inability to timely file Form 20-F on Form NT 20-F as filed on March 30, 2001; (h) Annual and Transition Report of Foreign Private Issuers [Sections 13 or 15(d)] on Form 20-F for the fiscal year ended June 29, 2000, and all amendments thereto. The SEC Documents constitute all of the documents (other than preliminary material) and reports that the Company EFHLF was required to file with the SEC pursuant to the Securities Exchange Act of 1934 ("Exchange Act") and the rules and regulations promulgated thereunder by the SEC since such datethe effectiveness of EFHLF's Form 20-F filed on June 29, 2000. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto (other than with respect to the timely filing thereof), and none of the Company SEC Documents contained, at the time they were filed, any contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company EFHLF included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles in the United States ("GAAP"except, in the case of unaudited statements, as permitted by the applicable form under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Qthereto) and fairly present the financial position of EFHLF as of the dates thereof and its statements of operations, stockholders' equity and cash flows for the periods then ended (subject, in the case of the unaudited or interim statements, to normal and recurring year-end audit adjustments) adjustments which were and are not expected to have a material adverse effect on EFHLF, its business, financial condition or results of operations). Except as and to the extent set forth on the consolidated financial position balance sheet of the Company and its Subsidiaries at the dates thereof and the consolidated results EFHLF as of their operations and cash flows for the periods then ended. Since November September 30, 19982002, neither including the Company nor notes thereto, EFHLF has no liability or obligation of any of its Subsidiaries has incurred any liabilitiesnature (whether accrued, absolute, contingent or otherwise and whether required to be reflected on a balance sheet or not), except for (i) liabilities or and obligations incurred in the ordinary course of business consistent with past practicepractices since September 30, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or 2002 which in the aggregateaggregate could not reasonably be expected to have a material adverse effect on EFHLF, are de minimisits business, financial condition or results of operations.

SEC Documents. The Company CNB has made available to CSLC Adirondack a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company CNB with the SEC since September 1, 1997 Securities and Exchange Commission (the "SEC") within the two year period prior the date hereof (as such documents have since the time of their filing been amended to dateamended, the "Company CNB SEC Documents") ), which constitute are all the documents (other than preliminary material) that the Company CNB was required to file with the SEC since within such dateperiod. As of their respective datesdates of filing with the SEC, the Company CNB SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)such CNB SEC Documents, and none of the Company SEC Documents contained, at the time they were filed, did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company CNB included in the Company CNB SEC Documents comply complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Qnotes) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) all material respects the consolidated financial position of the Company and its Subsidiaries at CNB as of the dates thereof and the consolidated results of their operations operations, changes in stockholders' equity and cash flows for the periods years then ended. Since November 30All material agreements, 1998, neither the Company nor contracts and other documents required to be filed as exhibits to any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimisCNB SEC Documents have been so filed.

SEC Documents. The Company Santa Fe has filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 1999 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to CSLC a true and complete copy of Global each registration statement, report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since September 1, 1997 (as such documents have been amended to date, the "Company SEC Documents") which constitute all the documents or information statement (other than preliminary materialmaterials) that it has so filed, each in the Company was required to file form (including exhibits and any amendments thereto) filed with the SEC since such date(collectively, the "Santa Fe Reports"). As of their its respective datesdate, the Company SEC Documents each Santa Fe Report (i) complied in all material respects in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto and (other than with respect to the timely filing thereof), and none of the Company SEC Documents contained, at the time they were filed, ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. The consolidated financial statements Each of the Company consolidated balance sheets included in or incorporated by reference into the Company SEC Documents comply Santa Fe Reports (including the related notes and schedules) fairly presents in all material respects with applicable accounting requirements the consolidated financial position of Santa Fe and with the published rules its Subsidiaries as of its date, and regulations each of the SEC with respect theretoconsolidated statements of operations, have been prepared cash flows and changes in accordance with U.S. generally accepted accounting principles shareholders equity included in or incorporated by reference into the Santa Fe Reports ("GAAP"including any related notes and schedules) applied on a consistent basis during fairly presents in all material respects the results of operations, cash flows or changes in shareholders equity, as the case may be, of Santa Fe and its Subsidiaries for the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present set forth therein (subject, in the case of the unaudited or interim statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal and recurring year-end audit adjustments) ), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent set forth on the consolidated financial position balance sheet of the Company Santa Fe and its Subsidiaries at included in the dates thereof and most recent Santa Fe Report filed prior to the consolidated results date of their operations and cash flows for this Agreement that includes such a balance sheet, including all notes thereto, as of the periods then ended. Since November 30, 1998date of such balance sheet, neither the Company Santa Fe nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Santa Fe or in the ordinary course of business consistent notes thereto prepared in accordance with past practicegenerally accepted accounting principles consistently applied, including the Company's other than liabilities or obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement which do not and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations whichare not reasonably likely to have, individually or in the aggregate, are de minimisa Santa Fe Material Adverse Effect.

SEC Documents. The Company ProLogis has made available to CSLC Catellus (by public filing with the SEC or otherwise) a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company ProLogis or any ProLogis Subsidiary, with the SEC since September January 1, 1997 2002 (as such the “ProLogis SEC Documents”), which are all of the documents required to have been amended to date, the "Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file filed by any of them with the SEC since such that date. As of their respective dates, the Company ProLogis SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof), such ProLogis SEC Documents and none of the Company ProLogis SEC Documents contained, at the time they were filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later ProLogis SEC Documents filed and publicly available prior to the date of this Agreement. As of the date hereof, neither ProLogis nor any ProLogis Subsidiary has any outstanding and unresolved comments from the SEC with respect to the ProLogis SEC Documents. The consolidated financial statements of the Company ProLogis included in the Company ProLogis SEC Documents comply complied as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto thereto, or, in the case of the unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form Rule 10-Q01 of Regulation S-X under the Exchange Act) and fairly present presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited or interim statements, to normal and normal, recurring audit adjustments) , none of which are material), the consolidated financial position of ProLogis and the Company and its Subsidiaries at the ProLogis Subsidiaries, taken as a whole, as of their respective dates thereof and the consolidated results statements of their operations income and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for the periods then endedpresented therein. Since November 30, 1998, neither No other ProLogis Subsidiary is required to make any filing with the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimisSEC.

SEC Documents. The Company has made available to CSLC a true filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC since September 1, 1997 Commission. (as such documents have been amended to date, the "Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, be and the rules and regulations of the SEC Commission promulgated thereunder applicable thereto (other than with respect to the timely filing thereof)such SEC Documents, and none of the Company SEC Documents contained, at the time they were filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited statements as permitted by Form 10-Q or Form 10-QSB) applied on a consistent basis during the periods involved (except as may be indicated indicted in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Qthereto) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operation and cash flows for the period then ending in accordance with GAAP (subject, in the case of the unaudited or interim statements, to normal and recurring year end audit adjustments) ). Except as set forth in the consolidated financial position of the Company and its Subsidiaries at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since November 30, 1998filed SEC Documents, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement Company and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually its consolidated subsidiaries or in the aggregate, are de minimisnotes thereto and which could reasonably be expected to have a Material Adverse Effect.

SEC Documents. The Company To the best knowledge of Sento, Sento has made available to CSLC a true and complete copy of each report, schedule, registration statement and definitive proxy statement timely filed by the Company with the SEC since September 1all required documents, 1997 and will timely file all required SEC documents between the date hereof and the Closing (as all such documents have been amended are collectively referred to date, as the "Company Sento SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date). As of their respective dates, the Company Sento SEC Documents complied or will comply in all material respects with the requirements of the Securities Act of 1933, as amended (or the "Securities Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act")1934, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof), and none of the Company Sento SEC Documents contained, at the time they were filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Sento included or to be included in the Company Sento SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles GAAP ("GAAP"except, in the case of the unaudited statements, as permitted by Form 10-QSB of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Qthereto) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company Sento and its Subsidiaries at consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and statements of cash flows for the periods then ended. Since November 30ended (subject, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course case of business consistent with past practiceunaudited statements, including the Company's obligations under the "Fleet Agreement" (as hereinafter definedto normal year-end audit adjustments and to any other adjustments described therein), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimis.

SEC Documents. The Company has made available DE hereby makes reference to CSLC a true and complete copy of each report, schedule, registration statement and definitive proxy statement the following documents filed by the Company with the SEC since September 1Commission, 1997 as posted on the SEC’s website, xxx.xxx.xxx: (as such documents have been amended to datecollectively, the "Company “SEC Documents"”): (a) which Form 10-12G/A filed with the Commission on June 23, 2010, (b) Annual Report on Form 10-K for the year ended February 28, 2011 and Quarterly Report on Form 10-Q for the quarterly period ended May 31, 2011 and any amendments thereto, (c) Schedule 14f-1 filed with the Commission on Xxxxx 00, 0000, (x) Current Report on Form 8-K filed with the Commission on May 3, 2011 and March 7, 2011; and any amendments thereto and (e) Schedule 14C Definitive Information Statement filed with the Commission on June 17, 2011. The SEC Documents constitute all of the reports and documents (other than preliminary material) that the Company DE was required to file with the SEC pursuant to the Securities Exchange Act of 1934, as amended (“Exchange Act”) and the rules and regulations promulgated thereunder by the Commission since such dateApril 6, 2010. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto (other than with respect to the timely filing thereof), and none of the Company SEC Documents contained, at the time they were filed, any contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company DE included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles US GAAP ("GAAP"except, in the case of unaudited statements, as permitted by the applicable form under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Qthereto) and fairly present the financial position of DE as of the dates thereof and its statements of operations, stockholders’ equity (deficit) and cash flows for the periods then ended (subject, in the case of the unaudited or interim statements, to normal and recurring year-end audit adjustments) the consolidated adjustments which were not and are not expected to have a material adverse effect on DE, its business, financial position of the Company and its Subsidiaries at the dates thereof and the consolidated condition or results of their operations operations). Except as and cash flows for to the periods then ended. Since November 30extent set forth on the balance sheet of DE as of February 28, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred 2011 included in the ordinary course of business consistent with past practiceSEC Documents, including the Company's obligations under notes thereto, DE has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise and whether required to be reflected on a balance sheet or not). DE does not have pending before the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result Commission any request for confidential treatment of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimisinformation.

SEC Documents. The Company has made available filed all reports required to CSLC a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by it under the Company with the SEC since September 1Securities Exchange Act of 1934, 1997 as amended (as such documents have been amended to date, the "Company SEC DocumentsExchange Act"), including pursuant to Section 13(a) which constitute all or 15(d) thereof, for the documents two years preceding the date hereof (other than preliminary material) that or such shorter period as the Company was required by law to file such material) (the foregoing materials being collectively referred to herein as the "SEC Documents" and, together with the SEC since Schedules to this Agreement furnished by or on behalf of the Company, the "Disclosure Materials") on a timely basis, or has received a valid extension of such datetime of filing. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)Commission promulgated thereunder, and none of the Company SEC Documents containedDocuments, at the time they were when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, . Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (involved, except as may be otherwise indicated in such financial statements or the notes thereto orthereto, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present (subject, in all material respects the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company as of and its Subsidiaries at for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal year-end audit adjustments. Except as disclosed in Schedule 2.1(g) and in the audited and unaudited balance sheets of the Company included in the SEC Documents, there are no material liabilities, contingent or otherwise, as to which the Company or its Subsidiaries, or any of their respective assets is or may become bound. Since November 30, 1998, neither the Company nor any date of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred the financial statements included in the ordinary course of business consistent with past practice, including the Company's obligations under last filed Quarterly Report on Form 10-Q or last filed Annual Report on Form 10-K, whichever has been most recently filed with the "Fleet Agreement" (as hereinafter defined)Commission, (ii) liabilities incurred there has been no event, occurrence or development that has had a Material Adverse Effect which is not specifically disclosed in connection with or as a result any of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimisDisclosure Materials.

SEC Documents. The Company has made available to CSLC a true filed and complete copy of each reportfurnished all required reports, scheduleschedules, registration statement forms, certifications, prospectuses, and definitive proxy statement filed by the Company registration, and other statements with the SEC since September January 1, 1997 2019 (as such collectively and together with all documents have been amended to datefiled on a voluntary basis on Form 8-K, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company “SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date”). As of their respective effective dates and as of their respective SEC filing dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Exchange Act"), the Exchange Securities Act and the Trust Indenture Xxxxxxxx-Xxxxx Act of 1939, as amended (the "Trust Indenture Act")2002, as the case may be, and the rules and regulations of the applicable to such SEC thereunder applicable thereto (other than with respect to the timely filing thereof)Documents, and none of the Company SEC Documents contained, at the time they were filed, as of such respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Except for (v) liabilities and obligations reflected or reserved against in the consolidated financial statements balance sheet of the Company included at September 30, 2019 or the notes thereto, (w) liabilities and obligations arising under this Agreement and the Additional Agreements and costs and expenses (including fees and expenses of legal counsel and financial advisors) incurred in the Company SEC Documents comply in all material respects with applicable accounting requirements and connection with the published rules negotiation thereof and regulations evaluation of alternatives to the SEC with respect theretotransactions contemplated by this Agreement, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"x) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted liabilities and obligations incurred by the SEC's Quarterly Report on Form 10-Q) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company and its Subsidiaries at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since November 30, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred subsidiaries in the ordinary course of business consistent with past practicesince September 30, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined)2019, (iiy) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, not required by GAAP to be accrued or disclosed on the financial statements of the Company and its subsidiaries and which would not (individually or in the aggregate) reasonably be expected to have a Material Adverse Effect and (z) other liabilities and obligations which (individually or in the aggregate) are not material, are de minimisthe Company and its subsidiaries have no liabilities or obligations of any kind, character, description or nature whatsoever, whether known or unknown.

SEC Documents. The (a) Acquiror has previously delivered (except to the extent such filings are publicly available on the XXXXX system) to Company has made available to CSLC a true and complete copy of each registration statement, report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since September 1, 1997 (as such documents have been amended to date, the "Company SEC Documents") which constitute all the documents or information statement (other than preliminary materialmaterials) that filed by Acquiror with the Company was required to file Securities and Exchange Commission (“SEC”) since January 1, 2002, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof, and Acquiror has timely filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such dateJanuary 1, 1999 (collectively, the “Acquiror Reports”). As of their respective datesdates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the date so amended, supplemented or superseded), the Company SEC Documents complied Acquiror Reports (i) were prepared in all material respects accordance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations thereunder and complied with the requirements thereof, including all of the SEC thereunder then applicable thereto accounting requirements and (other than with respect to the timely filing thereof), and none of the Company SEC Documents contained, at the time they were filed, ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements Each of the Company consolidated balance sheets included in the Company SEC Documents comply Acquiror Reports (including the related notes and schedules) fairly presents in all material respects with applicable accounting requirements the consolidated financial position of Acquiror and with the published rules its Subsidiaries as of its date and regulations each of the SEC with respect theretoconsolidated statements of operations, have been prepared cash flows and stockholders’ equity included in the Acquiror Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of Acquiror and its Subsidiaries for the periods set forth therein, in each case in accordance with U.S. generally accepted accounting principles ("GAAP") consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orinvolved, except, in the case of unaudited or interim statements, for normal year-end audit adjustments and as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company and its Subsidiaries at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since November 30, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimisotherwise may be noted therein.

SEC Documents. The Company has furnished or made available to CSLC the Purchaser a true correct and complete copy of its Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (the "Annual Report"), its most recent Quarterly Report on Form 10-Q and each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since September 1, 1997 (as such documents have been amended to date, on or after the "Company SEC Documents") date of the Annual Report which constitute are all the documents (other than preliminary material) that the Company was required to file (or otherwise did file) with the SEC since such datein accordance with Sections 13, 14 and 15(d) of the Exchange Act on or after the date of filing with the SEC of the Annual Report (collectively, the "Company SEC Documents"). As of their respective filing dates, the Company SEC Documents complied or in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may beof registration statements, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)their respective effective dates, and none of the Company SEC Documents contained, at the time they were filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and each of the Company SEC Documents complied when filed, or in the case of 29 registration statements, as of their respective effective dates, in all material respects with then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The consolidated financial statements (including the notes thereto) of the Company included in the Company SEC Documents comply its most recent Quarterly Report on Form 10-Q conformed in all material respects with then applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis GAAP during the periods involved (except as may be have been indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Qthereto) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company and its Subsidiaries as at the dates thereof and the consolidated results of their operations its operations, stockholders' equity and cash flows for the periods period then ended. Since November 30, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimis.

SEC Documents. The Company has made available delivered (incorporated by reference to CSLC a true and complete copy of the Company’s filings as reported on the SEC’s web site) to Buyers each registration statement, report, schedule, registration statement and definitive proxy statement or information statement prepared and filed with the Securities and Exchange Commission by it since July 31, 2004, each in the Company form (including exhibits and any amendments thereto) filed with the SEC since September 1, 1997 (as such documents have been amended to datecollectively, the "“Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such dateReports”). As of their respective dates, the Company SEC Documents Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Securities Exchange Act of 19331934, as amended (the "Securities “Exchange Act"”), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto and (other than with respect to the timely filing thereof), and none of the Company SEC Documents contained, at the time they were filed, ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements Each of the Company consolidated balance sheets included in or incorporated by reference into the Company SEC Documents comply Reports (including the related notes and schedules) fairly presents, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretorespects, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company as of its date, and its Subsidiaries at the dates thereof and each of the consolidated results statements of their operations income, retained earnings and cash flows included in or incorporated by reference into the Company Reports (together with the related notes and schedules) fairly presents, in all material respects, the results of operations, retained earnings or cash flows, as the case may be, of the Company for the periods then endedset forth therein (subject to the lack of footnote disclosure and normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Since November 30, 1998, neither Except as and to the extent set forth in the consolidated balance sheet of the Company nor any of its Subsidiaries at July 31, 2006, including all notes thereto, or as set forth in the Company Reports, the Company has incurred any liabilities, except for (i) no material liabilities or obligations incurred of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of the Company or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) since such other liabilities and obligations which, individually or in the aggregate, are de minimisdate.

SEC Documents. The Company (a) Lyondell has timely filed with the SEC all documents required to be so filed by it in the preceding twelve months pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. Lyondell and its Subsidiaries have filed with the SEC all documents required to be so filed by them in the preceding three fiscal years and during 2004 pursuant to Section 13(a) of the Exchange Act without regard to Rule 12b-25. Lyondell has made available to CSLC a true and complete copy of Millennium each registration statement, report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since September 1, 1997 (as such documents have been amended to date, the "Company SEC Documents") which constitute all the documents or information statement (other than preliminary materialmaterials) that it or its Subsidiaries have so filed in the Company was required to file preceding three fiscal years and during 2004 each in the form (including exhibits and any amendments thereto) filed with the SEC since such date(collectively, the “Lyondell Reports”). As of their its respective datesdate, the Company SEC Documents each Lyondell Report (i) complied in all material respects in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto and (other than with respect to the timely filing thereof), and none of the Company SEC Documents contained, at the time they were filed, ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. The consolidated financial statements Each of the Company consolidated balance sheets included in or incorporated by reference into Lyondell Reports (including the Company SEC Documents comply related notes and schedules) fairly presents in all material respects with applicable accounting requirements the consolidated financial position of Lyondell and with its Subsidiaries as of its date, and each of the published rules consolidated statements of operations, cash flows and regulations changes in stockholders’ equity included in or incorporated by reference into Lyondell Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of Lyondell and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q and Regulation S-X of the SEC with respect theretoand (y) normal year-end audit adjustments), have been prepared in each case in accordance with U.S. generally accepted accounting principles ("GAAP") consistently applied on a consistent basis during the periods involved (involved, except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company and its Subsidiaries at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since November 30, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilitiesnoted therein, except for (i) liabilities such consolidated balance sheets and consolidated statements of operations, cash flows and changes in stockholders equity, if any, as have been modified or obligations incurred restated and have been included in subsequent filings with the ordinary course of business consistent with past practice, including SEC prior to the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimisdate hereof.

SEC Documents. The Company SKM has made available to CSLC furnished PAL with a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company SKM with the SEC since September 1August 31, 1997 1999 and all correspondence from the Securities and Exchange Commission and any blue sky administrator with respect thereto (as such documents have since the time of their filing been amended to dateamended, the "Company SKM SEC Documents") which constitute all the documents (other than preliminary material) and since that the Company was required to file date SKM has filed with the SEC since such dateall documents required to be filed pursuant to Section 15(d) of the Exchange Act, including but not limited to, a statement of beneficial ownership on the appropriate form, by each person known by SKM to beneficially own more than five percent (5%) of the issued and outstanding Common Stock of SKM and an Information Statement under Rule 14f-1 of the SEC describing the change of the Board of Directors of SKM contemplated hereby. As of their respective dates, the Company SKM SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)such SKM SEC Documents, and none of the Company SKM SEC Documents contained, at the time they were filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company SKM included in the Company SKM SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, are accurate, complete and in accordance with the books and records of SKM and have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-QQSB of the SEC) and fairly present (subject, in the case of the unaudited or interim statements, to normal and normal, recurring audit adjustments) the consolidated financial position of the Company and its Subsidiaries at SKM as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended. Since November 30, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimis.

SEC Documents. The Company has made available filed all required reports, schedules, ------------- forms, statements and other documents required to CSLC a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by the Company with the SEC Securities and Exchange Commission (the "SEC") since September January 1, 1997 1999 (as such documents have been amended to date, the "Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 19331934, as amended (the "Securities Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, be and the rules and regulations of the SEC promulgated thereunder applicable thereto (other than with respect to the timely filing thereof)such SEC Documents, and none of the Company SEC Documents containedDocuments, at except to the time they were filedextent that information contained in any SEC Document has been revised or superseded by a later Filed SEC Document (as defined below), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents Company's Form 10-K for the year ended December 31, 1999 comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, or as described in writing to the case of unaudited or interim statements, as permitted by Purchaser prior to the SEC's Quarterly Report on Form 10-Qdate hereof) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operation and cashflows for the periods then ending in accordance with GAAP (subject, in the case of the unaudited or interim statements, to normal and recurring year end audit adjustments) ). Except as set forth in the consolidated financial position of the Company and its Subsidiaries at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since November 30, 1998Filed SEC Documents (as defined below), neither the Company nor any of its Subsidiaries subsidiaries has incurred any liabilities, except for (i) material liabilities or obligations incurred in of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement Company and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually its consolidated subsidiaries or in the aggregate, are de minimisnotes thereto and which can reasonably be expected to have a material adverse effect on the Company and its subsidiaries taken as a whole.

SEC Documents. The Company Undisclosed Liabilities. Since December 31, 1997, AIC has made available to CSLC a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since September 1all reports, 1997 schedules, forms, statements and other documents (as such documents have been amended including exhibits and all other information incorporated therein) required to date, be filed with the SEC (the "Company AIC SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date). As of their respective dates, the Company AIC SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto (other than with respect to the timely filing thereof)such AIC SEC Documents, and none of the Company AIC SEC Documents contained, at the time they were filed, when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company AIC included in the Company AIC SEC Documents comply complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited statements, as permitted by Form l0-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Qthereto) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company AIC and its consolidated Subsidiaries at as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Since November 30, 1998Except (i) as reflected in such financial statements or in the notes thereto or (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, neither the Company AIC nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practiceany nature, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined)whether contingent or otherwise, (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimiswould have a Material Adverse Effect on AIC.

SEC Documents. The Company has made available to CSLC each Purchaser, a true and complete copy of each the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2004, the Company’s Quarterly Reports on Form 10-QSB for the three months ended March 31, 2005, June 30, 2005 and September 30, 2005 and any other statement, report, schedule, registration statement and (other than registration statements on Form S-8) or definitive proxy statement filed by the Company with the SEC since September 1during the period commencing on December 31, 1997 2004 and ending on the date hereof. The Company will, promptly upon the filing thereof, also make available to each Purchaser all statements, reports (as such documents have been amended to dateincluding, the "Company SEC Documents") which constitute all the documents (other than preliminary material) that without limitation, Quarterly Reports on Form 10-QSB and Current Reports on Form 8-K), registration statements and definitive proxy statements filed by the Company was required to file with the SEC since during the period commencing on the date hereof and ending on the Closing Date (all such datematerials required to be furnished to each Purchaser pursuant to this sentence or pursuant to the next preceding sentence of this Section 3.6 being called, collectively, including any amendments thereto, the “SEC Documents”). As The Company has made available to each Purchaser a draft (dated March 23, 2006) of their respective datesthe Company’s Annual Report on Form 10-KSB for the year ended December 31, 2005 (the “Draft 10-KSB”). Since January 1, 2005, the Company has timely made all filings required to be made by it under the Exchange Act and the securities laws of any state, and any rules and regulations promulgated thereunder. The SEC Documents complied comply in all material respects with the requirements of the Exchange Act or the Securities Act of 1933Act, as amended (the "Securities Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)applicable, and none of the Company SEC Documents contained, at the time they were filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, as of their respective filing dates, except to the extent corrected by a subsequently filed SEC Document filed prior to the date hereof; provided, that, it is hereby acknowledged and agreed that the Company is not making any representation or warranty pursuant to this sentence in respect of the Draft 10-KSB. The consolidated financial statements Company is eligible to use a registration statement on Form S-3 with respect to the registration of the Company included Registrable Securities (as such term is defined in the Company SEC Documents comply in all material respects with applicable accounting requirements and with Registration Rights Agreement) pursuant to the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company and its Subsidiaries at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since November 30, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Registration Rights Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimis.

SEC Documents. Except as set forth in Schedule 5.8, since January 1, 2003, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act (all of the foregoing filed prior to the date hereof and after January 1, 2003, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). The Company has made available delivered to CSLC a the Purchasers true and complete copy copies of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since September 1Documents, 1997 (as such documents have been amended to date, except the "Company SEC Documents") which constitute all exhibits and schedules thereto and the documents (other than preliminary material) that the Company was required to file with the SEC since such dateincorporated therein. As Except as set forth in Schedule 5.8, as of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1933, as amended (or the "Securities Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto (other than with respect to the timely filing thereof)SEC Documents, and none of the Company SEC Documents containedDocuments, at the time they were filedfiled with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated Except as set forth in Schedule 5.8, as of their respective dates, the financial statements of the Company included in the Company SEC Documents comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC applicable with respect thereto. Except as set forth in Schedule 5.8, such financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto orthereto, or (b) in the case of unaudited or interim statements, as permitted by to the SEC's Quarterly Report on Form 10-Qextent they may not include footnotes or may be condensed or summary statements) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) all material respects the consolidated financial position of the Company and its consolidated Subsidiaries at as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since November 30ended (subject, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course case of business consistent with past practiceunaudited statements, including the Company's obligations under the "Fleet Agreement" (as hereinafter definedto immaterial year-end audit adjustments), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimis.

SEC Documents. The Company has made available filed with the Securities and Exchange Commission (the "Commission") all forms, reports, schedules, statements and other documents required to CSLC a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by it since its initial public offering under the Company Securities Exchange Act of 1934, as amended (together with the SEC since September 1, 1997 (as such documents have been amended to daterules and regulations thereunder, the "Company SEC DocumentsExchange Act") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of or the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the "Securities Act")) (such documents, as supplemented and amended since the time of filing, collectively, the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture ActCompany SEC Documents"), as . The Company has timely filed with the case may be, and Commission all Company SEC Documents within the rules and regulations five-year period preceding the date hereof. To the best of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)Company's knowledge, and none of the Company SEC Documents containedDocuments, including, without limitation, any financial statements or schedules included or incorporated by reference therein, at the time they were filedfiled (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (and, in the case of any prospectus, in light of the circumstances under which they were made), not misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The consolidated To the best knowledge of the Company, the financial statements of the Company included in the Company SEC Documents comply at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, have been were prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) Q of the Commission), and fairly present presented (subject, in the case of the unaudited or interim financial statements, to normal and normal, recurring year-end audit adjustments) adjustments consistent with past practice), in all material respects, the consolidated financial position of the Company and its Subsidiaries consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since November 30, 1998, neither No subsidiary of the Company nor is subject to the periodic reporting requirements of the Exchange Act or required to file any of its Subsidiaries has incurred form, report or other document with the Commission, the Nasdaq Stock Market, Inc., any liabilities, except for (i) liabilities stock exchange or obligations incurred in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such any other liabilities and obligations which, individually or in the aggregate, are de minimiscomparable governmental authority.

SEC Documents. The Company Parent has made available filed all of the documents required to CSLC a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by the Company Parent with the SEC Securities and Exchange Commission ("SEC") since September January 1, 1997 (as such documents have been amended to datecollectively, the "Company SEC DocumentsHorseshoe Reports") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date). As of their respective dates, the Company SEC Documents Horseshoe Reports (a) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), ) or the Securities Exchange Act and the Trust Indenture Act of 19391934, as amended (the "Trust Indenture Exchange Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto thereunder; and (other than with respect to the timely filing thereof), and none of the Company SEC Documents contained, at the time they were filed, b) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes and schedules) fairly present in all material respects the consolidated statements of income, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The consolidated financial statements of Parent, including the Company notes thereto, included in or incorporated by reference into the Company SEC Documents Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") GAAP consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orthereto). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the case of unaudited or interim notes to such Parent financial statements, as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company and its Subsidiaries at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since November 30, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimis.

SEC Documents. The Company LZGI has filed all reports, schedules, forms, statements and other documents as required by the United States Securities and Exchange Commission (“SEC”) and LZGI has delivered or made available to CSLC a true Holdings all reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement other documents filed by the Company with the SEC since September 1(collectively, 1997 (as such and in each case including all exhibits and schedules thereto and documents have been amended to dateincorporated by reference therein, the "Company “LZGI SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date”). As of their respective dates, the Company The LZGI SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 19331934, as amended (the "Securities “Exchange Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto (other than with respect to the timely filing thereof)such LZGI SEC Documents, and none of the Company LZGI SEC Documents contained, at the time they were filed, (including any and all consolidated financial statements included therein) as of such date contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to Holdings prior to the date of this Agreement), none of the LZGI SEC Documents contains any untrue statement of a material fact or omits to state any material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company LZGI included in the Company such LZGI SEC Documents (the “LZGI Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Qthereto) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company LZGI and its Subsidiaries at consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods then endedended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments as determined by LZGI’s independent accountants). Since November 30Except as set forth in the LZGI SEC Documents, 1998at the date of the most recent audited financial statements of LZGI included in the LZGI SEC Documents, neither the Company LZGI nor any of its Subsidiaries subsidiaries had, and since such date neither LZGI nor any of such subsidiaries has incurred incurred, any liabilities, except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practiceany nature (whether accrued, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined)absolute, (iicontingent or otherwise) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimiscould reasonably be expected to be materially adverse to (a) the business, results of operations, condition (financial or otherwise), assets or liabilities of a Party or (b) the ability of a Party to consummate the Transactions.

SEC Documents. (i) The Company has made available timely filed all reports, schedules, forms, statements and other documents with the SEC required to CSLC a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by the Company with since August 31, 2005 (the SEC since September 1, 1997 (as such documents have been amended to date, the "Company “SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date”). As of their respective filing dates, the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "“Securities Act"), ”) or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and the rules and regulations of the SEC promulgated thereunder applicable thereto (other than with respect to the timely filing thereof)such SEC Documents, in each case as in effect at such time, and none of the Company SEC Documents contained, at the time they were filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including the notes thereto) of the Company included in the Company SEC Documents comply when filed complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in all material respects in accordance with U.S. generally accepted accounting principles ("“GAAP"”) (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Qthereto) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) all material respects the consolidated financial position of the Company and its consolidated Subsidiaries at as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited quarterly statements, to normal year-end adjustments). Since November 30, 1998Except as set forth in the financial statements (including the notes thereto) included in the Filed SEC Documents, neither the Company nor any of its Subsidiaries has incurred any liabilitiesliabilities that would be required under GAAP, as in effect on the date of this Agreement, to be reflected on a consolidated balance sheet of the Company (including the notes thereto), except for liabilities and obligations that (iA) liabilities or obligations were incurred since the date of the most recent audited balance sheet included in such financial statements in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined)business, (iiB) liabilities are incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and by this Agreement or (iiiC) such other liabilities and obligations which, individually or in the aggregate, would not have a Material Adverse Effect. The Company has made available to Parent true and complete copies of all material correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since August 31, 2006 and prior to the date hereof. As of the date hereof, there are de minimisno material outstanding or unresolved comments in a comment letter received from the SEC staff with respect to any SEC Document.

SEC Documents. The Company Parent has made available to CSLC a true filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC under the Exchange Act since September January 1, 1997 1998 (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein collectively referred to herein as such documents have been amended to date, the "Company Parent SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date). As of their respective dates, the Company Parent SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Exchange Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto (other than with respect to the timely filing thereof)such Parent SEC Documents, and none of the Company Parent SEC Documents contained, at the time they were filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Except for an arithmetic currency conversion error in Parent's quarterly report for the period ending September 30, 2001, which was subsequently corrected, the consolidated financial statements of the Company Parent included in the Company Parent SEC Documents comply complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by Rule 10-01 of Regulation S-X of the SEC's Quarterly Report on Form 10-Q) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company Parent and its Subsidiaries at consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since November 30ended (subject, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course case of business consistent with past practiceunaudited statements, including the Company's obligations under the "Fleet Agreement" (as hereinafter definedto normal year-end audit adjustments and other adjustments described therein), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimis.

SEC Documents. The Company (i) W. P. Xxxxx has made available to CSLC CPA15 (by public filing with the SEC or otherwise) a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company W. P. Xxxxx or NewCo REIT with the SEC since September January 1, 1997 2008 (as such the “W. P. Xxxxx SEC Documents”), which are all of the documents required to have been amended to date, the "Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file filed by NewCo REIT and W. P. Xxxxx with the SEC since such that date. As of their respective dates, the Company W. P. Xxxxx SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and or the Trust Indenture Xxxxxxxx-Xxxxx Act of 1939, as amended (the "Trust Indenture Act")2002, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof), such W. P. Xxxxx SEC Documents and none of the Company W. P. Xxxxx SEC Documents contained, at the time they were filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later W. P. Xxxxx SEC Documents filed and publicly available prior to the date of this Agreement. Neither NewCo REIT nor W. P. Xxxxx has any outstanding and unresolved comments from the SEC with respect to the W. P. Xxxxx SEC Documents. The consolidated financial statements of the Company W. P. Xxxxx and W. P. Xxxxx Subsidiaries, included in the Company W. P. Xxxxx SEC Documents comply complied as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto thereto, or, in the case of the unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form Rule 10-Q01 of Regulation S-X under the Exchange Act) and fairly present presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited or interim statements, to normal and normal, recurring audit adjustments) , none of which are material), the consolidated financial position of W. P. Xxxxx and the Company and its Subsidiaries at the W. P. Xxxxx Subsidiaries, taken as a whole, as of their respective dates thereof and the consolidated results statements of their operations income and the consolidated cash flows of W. P. Xxxxx and the W. P. Xxxxx Subsidiaries for the periods then ended. Since November 30presented therein, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilitiesin each case, except for (i) liabilities to the extent such financial statements have been modified or obligations incurred in superseded by later W. P. Xxxxx SEC Documents filed and publicly available prior to the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result date of this Agreement and Agreement. No W. P. Xxxxx Subsidiary is required to make any filing with the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimisSEC.

SEC Documents. The Company Santa Xx Xxxxxx has made available to CSLC a true and complete copy of Devon each registration statement, report, schedule, registration statement and definitive proxy statement or information statement (other than preliminary materials) filed by the Company Santa Xx Xxxxxx with the SEC since September January 1, 1997 1999, each in the form (as such documents have been amended including exhibits and any amendments thereto) filed with the SEC prior to datethe date hereof (collectively, the "Company SEC DocumentsSanta Xx Xxxxxx Reports") which constitute ), and Santa Xx Xxxxxx has filed all the forms, reports and documents (other than preliminary material) that the Company was required to file be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such datetime. As of their respective dates, the Company SEC Documents Santa Xx Xxxxxx Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements of the Securities Act of 1933, as amended and (the "Securities Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof), and none of the Company SEC Documents contained, at the time they were filed, ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. The consolidated financial statements Each of the Company consolidated balance sheets included in or incorporated by reference into the Company SEC Documents comply Santa Xx Xxxxxx Reports (including the related notes and schedules) fairly presents in all material respects with applicable accounting requirements the consolidated financial position of Santa Xx Xxxxxx and with the published rules its Subsidiaries as of its date and regulations each of the SEC with respect theretoconsolidated statements of operations, have been prepared comprehensive income, cash flows and stockholders' equity included in accordance with U.S. generally accepted accounting principles or incorporated by reference into the Santa Xx Xxxxxx Reports ("GAAP"including any related notes and schedules) applied on a consistent basis during fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of Santa Xx Xxxxxx and its Subsidiaries for the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present set forth therein (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position such exceptions as may be permitted by Form 10-Q of the Company and its Subsidiaries at the dates thereof and the consolidated results of their operations and cash flows for SEC), in each case in accordance with generally accepted accounting principles consistently applied during the periods then endedinvolved, except as may be noted therein. Since November 30December 31, 19981999, neither the Company Santa Xx Xxxxxx nor any of its Subsidiaries has incurred had any liabilities, except for (i) liabilities or obligations incurred of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with Santa Xx Xxxxxx Reports or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations whichwhich would not have, individually or in the aggregate, are de minimisa Santa Xx Xxxxxx Material Adverse Effect.

SEC Documents. (i) The Company has made available filed all reports, schedules, forms, statements and other documents, including exhibits and other information incorporated therein with the SEC required to CSLC a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by the Company with the SEC since September January 1, 1997 2001, and will continue to file such reports through the Effective Time (all such documents, whether filed prior to the date hereof or after the date hereof, as such documents they have been or will be amended since the time of their filing prior to datethe Effective Time, the "“Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date”). As of their respective filing dates, or, if amended prior to the Effective Time, as of the date of the last such amendment, the Company SEC Documents complied or will comply in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the applicable to such Company SEC thereunder applicable thereto (other than with respect Documents. Except to the timely filing thereof)extent that information contained in any Company SEC Document has been or will be prior to the Effective Time revised, and amended, supplemented or superseded by a later-filed Company SEC Document, none of the Company SEC Documents contained, at the time they were filed, contains or will contain any untrue statement of a material fact or omitted omits or will omit to state a any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made or will be made, not misleading. The consolidated financial statements statements, including the related notes, of the Company included in the Company SEC Documents complied or will comply at the time of filing as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") , except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC, applied on a consistent basis during the periods involved (involved, except as may be indicated in the notes thereto orthereto, and each fairly presented or will present in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) all material respects the consolidated financial position of the Company and its consolidated Subsidiaries at as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal year-end audit adjustments. Since November 30, 1998, neither Neither the Company nor any of its Subsidiaries has incurred or will have prior to the Effective Time any liabilities, except for (i) undisclosed liabilities or obligations incurred in the ordinary course of business consistent with past practiceany nature, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined)whether accrued, (ii) liabilities incurred in connection with absolute, contingent or as a result of this Agreement and the Merger and the transactions contemplated therebyotherwise, and (iii) such other liabilities and obligations which, that individually or in the aggregateaggregate have had or could reasonably be expected to have a Material Adverse Effect. The Company has heretofore furnished or made available to Purchaser and will continue to furnish and make available to Purchaser through the Effective Time a complete and correct copy of any amendments or modifications that have not yet been filed with the SEC to agreements, are de minimisdocuments, or other instruments that previously have been filed or will be filed by the Company with the SEC as exhibits to the Company SEC Documents pursuant to the Securities Act or the Exchange Act. None of the Subsidiaries of the Company are, or have at any time since January 1, 2001 been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act. As used in this Section 5.2(g), the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied, or otherwise made available to the SEC.

SEC Documents. The Company has made available to CSLC a true provided the Fund with copies of its Annual Report on Form 10-KSB for the year ended December 31, 1996, its Quarterly Reports on Form 10-QSB for the quarters ended March 31, 1997 and complete copy June 30, 1997, the Schedule 13e-4 and the 1997 SB-2 (collectively, the "SEC Documents"), each as filed with the SEC. As of each reportthe date of this Agreement, schedule, registration statement and definitive proxy statement such documents constitute all documents filed by the Company with the SEC since September 1December 31, 1997 (as such documents have been amended to date, the "1996. The Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to will promptly file with the SEC since such dateall amendments to the SEC Documents, and any additional reports or other documents that may be required under the rules and regulations promulgated by the SEC. As The Company will provide the Fund with copies of each Additional SEC Document promptly upon the filing thereof. On the date of their respective datesfilings, the Company SEC Documents complied complied, and each Additional SEC Document will comply, in all material respects with the requirements of the Securities Exchange Act of 19331934, as amended (the "Securities Exchange Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations . None of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)Documents contained, and none of the Company Additional SEC Documents contained, at the time they were filedwill contain, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements In addition, the 1997 SB-2 complied in all material respects with the requirements of the Company included in Securities Act on the Company SEC Documents date it was filed, and each amendment filed thereto will comply in all material respects with the requirements of the Securities Act on the date such amendment is filed. The Company has complied, and will continue to comply, with all applicable accounting requirements of the Exchange Act and with the published rules and regulations promulgated thereunder, with respect to the Tender Offer, and all applicable requirements of the SEC Exchange Act and the Securities Act with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during to the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company and its Subsidiaries at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since November 30, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimisContemplated Public Offering.

SEC Documents. The (a) Since January 1, 2008, the Company has made available filed with, or furnished to, the Securities and Exchange Commission (the “SEC”) all documents required to CSLC a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed or furnished by the Company with under the SEC since September 1, 1997 Securities Act or the Exchange Act (as such documents have been amended to datecollectively, the "“Company SEC Documents") which constitute all ”). None of the documents (other than preliminary material) that Subsidiaries of the Company was required is, or has at any time been, subject to file with the SEC since such datereporting requirements of Sections 13(a) and 15(d) of the Exchange Act. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and as of their respective dates and except as amended or supplemented prior to the rules and regulations of the SEC thereunder applicable thereto date hereof (other than or with respect to Company SEC Documents filed or furnished after the timely filing thereofdate hereof, except as amended or supplemented prior to the Closing Date), and none of the Company SEC Documents contained, at the time they were filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Parent, Sub or their respective Subsidiaries in writing for inclusion in the Proxy Statement/Prospectus. The Each of the consolidated financial statements of the Company (including, in each case, any notes thereto) included in the Company SEC Documents comply in all material respects with applicable accounting requirements and with (collectively, the published rules and regulations of the SEC with respect thereto, “Company Financial Statements”) have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Qthereto) and fairly present (subject, in all material respects the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments set forth therein). Since November 30, 1998As of the date of this Agreement, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities pending or obligations incurred in unresolved comments from the ordinary course SEC or any other Governmental Entity with respect to any of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimisCompany SEC Documents.

SEC Documents. The Company has made available to CSLC a A true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company Schlumberger with the SEC since September January 1, 1997 1995 and prior to the date of this Transaction Agreement (as such documents have been amended to date, the "Company Schlumberger SEC Documents") which constitute has been made available to Camco. The Schlumberger SEC Documents are all the documents (other than preliminary material) that the Company Schlumberger was required to file with the SEC since such date. As of their respective dates, the Company Schlumberger SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)such Schlumberger SEC Documents, and none of the Company Schlumberger SEC Documents contained, at the time they were filed, contained when filed any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Schlumberger included in the Company Schlumberger SEC Documents comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with U.S. generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited or interim statements, as permitted by Rule 10-01 of Regulation S-X of the SEC's Quarterly Report on Form 10-Q) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited or interim statements, to normal year-end adjustments and recurring audit adjustmentsother adjustments discussed therein) the consolidated financial position of the Company Schlumberger and its consolidated Subsidiaries at the as of their respective dates thereof and the consolidated results of their operations and the consolidated cash flows of Schlumberger and its consolidated Subsidiaries for the periods then ended. Since November 30, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimispresented therein.

SEC Documents. The Company has made available to CSLC a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since September 1, 1997 (as such documents have been amended to date, the "Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to Borrower shall timely file with the SEC since such date. As Commission and provide Lender, within five (5) days after the filing thereof, copies of their respective dates, the Company all SEC Documents complied in all material respects with that are required to be filed by U.S. corporations that are subject to the reporting requirements of the Securities Act Exchange Act. In addition, Borrower shall timely file with AMEX (or any other national securities exchange) and provide Lender, within five (5) days after the filing thereof, copies of 1933all SEC Documents required to be filed therewith. Each SEC Document to be filed by Borrower, as amended when filed with the Commission or AMEX (the "Securities Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"or on any other national securities exchange), as the case may be, and the rules and regulations will comply with all applicable requirements of the SEC thereunder applicable thereto Securities Act, the Securities Exchange Act or AMEX (or other than with respect to national securities exchange) rules, as the timely filing thereof)case may be, and none of the Company SEC Documents contained, at the time they were filed, will not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Borrower and its Subsidiaries to be included in each SEC Document will comply as to form, as of the Company SEC Documents comply in all material respects date of its filing with the Commission, with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, have been will be prepared in accordance with U.S. generally accepted accounting principles GAAP ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orexcept, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-QCommission) and will fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company Borrower and its Subsidiaries at as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since November 30ended (subject, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course case of business unaudited statements, to normal year-end audit adjustments consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter definedpractices and consistently applied), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimis.

SEC Documents. The Company (i) Parent has made available to CSLC the Company a true and complete copy of each report, schedule, registration statement and statement, definitive proxy statement and exhibit to the foregoing documents filed by the Company Parent with the SEC since September 1December 31, 1997 2001 (as such documents have been amended to date, the "Company Parent SEC Documents") ), which constitute are all the documents (other than preliminary material) that the Company Parent was required to file with the SEC since such dateDecember 31, 2001. As of their respective dates, the Company Parent SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)such Parent SEC Documents, and none of the Company Parent SEC Documents contained, at the time they were filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Subsidiaries of Parent is required to file any forms, reports or other documents with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act. The consolidated financial statements of the Company Parent included in the Company Parent SEC Documents comply were prepared from the books and records of Parent and its Subsidiaries, complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with U.S. generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited or interim statements, as permitted by Rule 10-01 of Regulation S-X of the SEC's Quarterly Report on Form 10-Q) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited or interim statements, to normal and normal, recurring audit adjustments, none of which are material) the consolidated financial position of the Company Parent and its consolidated Subsidiaries at the as of their respective dates thereof and the consolidated results of their operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods then endedpresented therein. Since November 30, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred Except as disclosed in the ordinary course of business consistent with past practiceParent SEC Documents, including there are no agreements, arrangements or understandings between Parent and any party who is at the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result date of this Agreement and or was at any time prior to the Merger and the transactions contemplated therebydate hereof but after December 31, and (iii) such other liabilities and obligations which, individually or 2001 an Affiliate of Parent that are required to be disclosed in the aggregate, are de minimisParent SEC Documents.

SEC Documents. The Company Seller has made available delivered (incorporated by reference to CSLC a true and complete copy of the Seller's filings as reported on the SEC's web site) to Purchaser each registration statement, report, schedule, registration statement and definitive proxy statement or information statement prepared and filed with the Securities and Exchange Commission by it since June 30, 2003, including, without limitation, its Annual Report on Form 10-KSB for the Company year ended June 30, 2003, each in the form (including exhibits and any amendments thereto) filed with the SEC since September 1, 1997 (as such documents have been amended to datecollectively, the "Company SEC DocumentsSeller Reports") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date). As of their respective dates, the Company SEC Documents Seller Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Securities Exchange Act of 19331934, as amended (the "Securities Exchange Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto and (other than with respect to the timely filing thereof), and none of the Company SEC Documents contained, at the time they were filed, ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements Each of the Company consolidated balance sheets included in or incorporated by reference into the Company SEC Documents comply Seller Reports (including the related notes and schedules) fairly presents, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretorespects, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of Seller and its Subsidiaries as of its date, and each of the Company consolidated statements of income, retained earnings and cash flows included in or incorporated by reference into the Seller Reports (together with the related notes and schedules) fairly presents, in all material respects, the results of operations, retained earnings or cash flows, as the case may be, of Seller and its Subsidiaries for the periods set forth therein (subject to the lack of footnote disclosure and normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent set forth in the consolidated balance sheet of Seller and its Subsidiaries at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since November June 30, 19982003, including all notes thereto, or as set forth in the Seller Reports, neither the Company Seller nor any of its Subsidiaries has incurred any liabilities, except for (i) material liabilities or obligations incurred of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Seller or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) since such other liabilities and obligations which, individually or in the aggregate, are de minimisdate.

SEC Documents. The Company KeyOn has made available to CSLC a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC all documents required to be so filed by it since September 1August 9, 1997 2007 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act (as such documents have been amended to datecollectively, the "Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date“KeyOn Reports”). As of their its respective datesdate or, if amended by a subsequent filing prior to the Company SEC Documents date hereof, on the date of such filing, each KeyOn Report complied in all material respects with the applicable requirements of the Securities Act of 1933Exchange Act, as amended (the "Securities Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, SOX and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof), and none of the Company SEC Documents contained, at the time they were filed, did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements Specifically, the number of Active Subscribers of KeyOn contained in the KeyOn Reports is accurate as of the Company date of each report and the number of Active Subscribers of KeyOn at September 30, 2008 is 15,520. Each of the consolidated balance sheets included in or incorporated by reference into the Company SEC Documents comply KeyOn Reports (including the related notes and schedules) fairly presents in all material respects with applicable accounting requirements the consolidated financial position of KeyOn and the KeyOn Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in stockholders’ equity included in or incorporated by reference into the KeyOn Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of KeyOn and the KeyOn Subsidiaries for the periods set forth therein (such consolidated balance sheets and consolidated statements of operations, cash flows and changes in stockholders’ equity, each including the notes and schedules thereto, the “KeyOn Financial Statements”). The KeyOn Financial Statements (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been and (ii) were prepared in accordance with U.S. generally accepted accounting principles ("GAAP") GAAP consistently applied on a consistent basis during the periods involved (involved, except as may be indicated noted in the notes thereto or, in the case of unaudited KeyOn Financial Statements or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present (subject, in the case of the unaudited Q or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company and its Subsidiaries at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since November 30, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimis.Form 8-K.

SEC Documents. The Company Undisclosed Liabilities; SAP Statements. (i) UNUM has made available to CSLC a true filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC since September January 1, 1997 (as such including all filed reports, schedules, forms, statements and other documents have been amended to datewhether or not required, the "Company UNUM SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date). As of their respective dates, the Company UNUM SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto (other than with respect to the timely filing thereof)such UNUM SEC Documents, and none of the Company UNUM SEC Documents contained, at the time they were filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any UNUM SEC Document has been revised or superseded by a later filed UNUM SEC Document, none of the UNUM SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company UNUM included in the Company UNUM SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Qthereto) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company UNUM and its Subsidiaries at consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end adjustments). Since November 30, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except Except for (i) liabilities or and obligations incurred in the ordinary course of business consistent with past practicepractice since the date of the most recent consolidated balance sheet included in the UNUM SEC Documents, including the Company's neither UNUM nor any of its subsidiaries has any liabilities or obligations under the "Fleet Agreement" of any nature (as hereinafter defined)whether accrued, (iiabsolute, contingent or otherwise) liabilities incurred in connection with required by U.S. generally accepted accounting principles to be recognized or as disclosed on a result consolidated balance sheet of this Agreement UNUM and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually its consolidated subsidiaries or in the aggregate, are de minimisnotes thereto.

SEC Documents. The Company has made available to CSLC Purchaser a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since September 1December 31, 1997 1995 and prior to or on the date of this Agreement (as such documents have been amended to date, the "Company SEC Documents") ), which constitute are all the documents (other than preliminary materialmaterials) that the Company was required to file with the SEC since such datebetween December 31, 1995 and the date of this Agreement. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933Act, as amended (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)such Company SEC Documents, and none of the Company SEC Documents contained, at the time they were filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited or interim statements, as permitted by Rule 10-01 of Regulation S-X of the SEC's Quarterly Report on Form 10-Q) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited or interim statements, to normal and normal, recurring audit adjustments, none of which are material) the consolidated financial position of the Company and its consolidated Subsidiaries at the as of their respective dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods then endedpresented therein. Since November 30, 1998, neither Except as disclosed in the Company nor SEC Documents, there are no agreements, arrangements or understandings between the Company and any party who is or was at any time prior to the date hereof but after December 31, 1996 an Affiliate of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred the Company that are required to be disclosed in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimisCompany SEC Documents.

SEC Documents. The Company has filed with the SEC, and has heretofore made available to CSLC a Parent true and complete copy copies of, all reports, schedules, forms, statements and other documents required to be filed with the SEC by the Company since June 1, 2000 (together with all information incorporated therein by reference, the "SEC Documents"). No subsidiary of each the Company is required to file any report, schedule, registration form, statement and definitive proxy statement filed by the Company or other document with the SEC since September 1, 1997 (as such documents have been amended to date, the "Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such dateSEC. As of their respective dates, each of the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), ) or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto (other than with respect to the timely filing thereof)such SEC Documents, and none of the Company SEC Documents contained, at the time they were filed, filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document filed and publicly available prior to the date of this Agreement (a "Filed SEC Document") has been revised or superseded by a later filed Filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including the related notes) of the Company included in the Company SEC Documents complied, as of the date filed, or will comply when filed, as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been or will be prepared in accordance with U.S. generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Qthereto) and fairly presented or will present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) all material respects the consolidated financial position of the Company and its Subsidiaries at consolidated subsidiaries as of the dates thereof and the their consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments and the absence of footnotes). Since November 30Except as set forth in the Filed SEC Documents, 1998, neither the Company nor any of and its Subsidiaries has incurred any liabilities, except for (i) subsidiaries have no liabilities or obligations incurred in of any nature (whether accrued, absolute, contingent or otherwise) which are or could reasonably be expected to become material to the ordinary course of business consistent with past practiceCompany and its subsidiaries, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or taken as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimiswhole.

SEC Documents. The Company has made available First-Knox xxx furnished to CSLC Park a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with First-Knox xxxh the SEC since September 1December 31, 1997 1994 (as such documents have since the time of their filing been amended to dateamended, the "Company SEC First-Knox XXX Documents") ), which constitute are all the documents (other than preliminary material) that the Company was First-Knox xxx required to file with the SEC since such date. As of their respective datesdates of filing with the SEC, the Company SEC First-Knox XXX Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)such First-Knox XXX Documents, and none of the Company SEC Documents contained, at the time they were filed, did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included First-Knox xxxluded in the Company SEC First-Knox XXX Documents comply complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-QQ of the SEC) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) all material respects the consolidated financial position of the Company and First-Knox xxx its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations operations, changes in shareholders' equity and cash flows of such companies for the periods then ended. Since November 30All material agreements, 1998, neither the Company nor contracts and other documents required to be filed as exhibits to any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimisFirst-Knox XXX Documents have been so filed.

SEC Documents. Except as set forth on SCHEDULE 10.4, the Company has made all filings with the SEC that it has been required to make under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act") since December 31, 1998. The Company has made available provided to CSLC SJMB a true true, complete and complete correct copy of each reportthe Company's annual report on Form 10-K for the fiscal years ended December 31, schedule1998 and December 31,1999, registration statement together with all amendments thereto, and definitive proxy statement filed any and all filings with the SEC made by the Company (including all requested exhibits to such filings) since the filing of said Form 10-K (all such documents that have been filed with the SEC since September 1SEC, 1997 (as such documents have been amended amended, are referred to date, as the "Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date). As of their respective dates, and except as amended, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations as of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)their respective dates, and none of the Company SEC Documents contained, at the time they were filed, contained any untrue statement of a an material fact or omitted to state a material fact required to be stated therein herein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company and its Subsidiaries included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company and its Subsidiaries at as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended. Since November 30, 1998, neither Except as set forth in the Company nor any SEC Documents, since December 31, 1999, (i) there have been no changes in the business, operations or financial condition of each of the Company and each of its Subsidiaries has incurred any liabilities, except for which would have a Material Effect and (iii) liabilities or obligations incurred the operations of each of the Company and each of its Subsidiaries have been conducted in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (except as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimispreviously disclosed to SJMB.

SEC Documents. The (i) Since January 1, 2008, the Company has made available filed with or furnished to CSLC a true the SEC all reports, schedules, forms, statements and complete copy other documents and filings required to be filed or furnished by the Company pursuant to the Securities Act or the Exchange Act (the “SEC Documents”). No Subsidiary of each the Company is required to file or furnish any report, schedule, registration form, statement and definitive proxy statement filed by the Company with the SEC since September 1or other document with, 1997 (as such documents have been amended to dateor make any other filing with, or furnish any other material to, the "Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such dateSEC. As of their respective dates, each of the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may beamended, and the rules and regulations of promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC thereunder applicable thereto Document and as in effect on the date such SEC Document was filed or furnished (other than with respect or, if subsequently amended or supplemented prior to the timely filing thereofdate of this Agreement, at the time of such amendment or supplement), and none of the Company SEC Documents contained, at the time they were filed, it was filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To the extent complete and correct copies are not available on the SEC’s website, the Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2008 and relating to the SEC Documents, together with all written responses of the Company thereto. As of the date of this Agreement, there are no outstanding or unresolved comments in such comment letters received by the Company from the SEC. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The consolidated financial statements (including the related notes) of the Company included in the Company SEC Documents comply complied, at the time the respective statements were filed or furnished, as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto as in effect on the date such SEC Document was filed or furnished (or, have been if subsequently amended or supplemented prior to the date of this Agreement, at the time of such amendment or supplement), were prepared in accordance with U.S. generally accepted accounting principles in effect from time to time in the United States of America ("“GAAP"”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Qthereto) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) all material respects the consolidated financial position of the Company and its consolidated Subsidiaries at as of the dates thereof and the their consolidated results of their operations and cash flows for the periods then ended. Since November 30Except as set forth in the most recent audited financial statements (including the notes thereto) included in the Filed SEC Documents, 1998, neither the Company nor any of and its Subsidiaries has incurred any liabilities, except for (i) have no material liabilities or obligations incurred in the ordinary course of business consistent with past practiceany nature (whether accrued, including the Company's obligations under the "Fleet Agreement" (as hereinafter definedabsolute, contingent or otherwise), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimis.

SEC Documents. The Company Except as set forth in Schedule 2.5(a) hereof, the Corporation has made available filed all documents required to CSLC a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by the Company it with the SEC Securities and Exchange Commission (the "SEC") since September January 1, 1997 (as such documents have been amended to date, the "Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date1996. As of their respective dates, all documents filed by the Company Corporation with the SEC Documents since January 1, 1996 (the "SEC Documents") complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations none of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof), and none of the Company SEC Documents contained, at the time they were filed, any included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Corporation included in the Company SEC Documents comply complied as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"except, in the case of the unaudited statements, as permitted by Form 10-QSB of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Qthereto) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company Corporation and its Subsidiaries at consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods then endedended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Since November 30Except as set forth in the SEC Documents and Schedule 2.5(b) hereof, since January 1, 1998, neither (i) there has been no change in the Company nor any assets, liabilities or financial condition of its Subsidiaries has incurred any liabilitiesthe Corporation, except for (i) liabilities or obligations incurred changes in the ordinary course of business consistent with past practicewhich individually or in the aggregate have not been materially adverse, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), and (ii) liabilities incurred in connection with the condition (financial or as a result otherwise), results of this Agreement and operations or business, prospects or property of the Merger and the transactions contemplated therebyCorporation has not been materially adversely affected by any occurrence, and (iii) such other liabilities and obligations whichstate of facts or development, individually or in the aggregate, are de minimiswhether or not insured against.

SEC Documents. The Company has made available filed with the Securities and Exchange Commission (the “SEC”) all reports, statements, schedules and other documents (collectively, the “SEC Documents”) required to CSLC a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by it pursuant to the Company with Securities Act and the SEC since September 1, 1997 Securities Exchange Act of 1934 (as such documents have been amended to date, the "Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date“Exchange Act”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)promulgated thereunder, and none of the Company SEC Documents containedDocuments, at the time they were filedfiled with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated As of their respective dates, the financial statements of the Company included in the Company SEC Documents comply (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles . Except ("GAAP"i) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, to the Financial Statements or (ii) in the case of the unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) QSB under the Exchange Act, the Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present (subject, in all material respects the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company and its Subsidiaries at subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal recurring year-end adjustments and footnotes). Since November 30, 1998Except as set forth in the Financial Statements filed with the SEC prior to the date hereof, neither the Company nor any of its Subsidiaries subsidiaries has incurred any liabilities, except for whether absolute, contingent or otherwise, other than (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice, including subsequent to the Company's obligations under the "Fleet Agreement" (as hereinafter defined)date of such Financial Statements, (ii) liabilities obligations under contracts and commitments incurred in connection with or as a result the ordinary course of this Agreement business and the Merger and the transactions contemplated therebynot required under generally accepted accounting principles to be reflected in such Financial Statements, and (iii) such other which liabilities and obligations whichreferred to in clauses (i) and (ii), individually or in the aggregate, are de minimisnot material to the financial condition or operating results of the Company or any of its subsidiaries and (iii) liabilities and obligations incurred in connection with the Closing Documents and the transactions contemplated thereby.

SEC Documents. (i) The Company has made available filed with the SEC all forms, reports, schedules, statements, financial statements and other documents required to CSLC a true and complete copy be filed with the SEC by the Company since December 31, 2003 (together with all information incorporated therein by reference, the “SEC Documents”). No Subsidiary of each the Company is required to file any form, report, schedule, registration statement and definitive proxy statement filed by the Company or other document with the SEC since September 1, 1997 (as such documents have been amended to date, the "Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such dateSEC. As of their respective datesdates or, if amended prior to the date hereof, as of the amendment date, the Company SEC Documents complied in all material respects with the requirements of the United States Securities Act of 1933, as amended (the "“Securities Act"”), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto (other than with respect to the timely filing thereof)such SEC Documents, and none of the Company SEC Documents contained, at the time they were filedit was filed or, if amended prior to the date hereof, as of the amendment date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements Except to the extent that information contained in any SEC Document filed and publicly available prior to the date of the Company included in the Company this Agreement (each, a “Filed SEC Documents comply in all material respects with applicable accounting requirements and with the published rules and regulations Document”) has been revised or superseded by a later filed SEC Document, none of the SEC with respect thereto, have been prepared Documents contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during order to make the periods involved (except as may be indicated in the notes thereto orstatements therein, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present (subject, in the case light of the unaudited or interim statementscircumstances under which they were made, to normal and recurring audit adjustments) the consolidated financial position of the Company and its Subsidiaries at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since November 30, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimisnot misleading.

SEC Documents. The Company Consolidated Capital has made available to CSLC furnished Angeles Acquisition with a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company Consolidated Capital with the SEC since September January 1, 1997 1995 (as such documents have since the time of their filing been amended to dateamended, the "Company Consolidated Capital SEC Documents") which constitute all the documents (other than preliminary material) and since that the Company was required to file date Consolidated Capital has filed with the SEC since such dateall documents required to be filed pursuant to Section 15(d) of the Exchange Act of 1934, as amended (the "Exchange Act"). As of their respective dates, the Company Consolidated Capital SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)such Consolidated Capital SEC Documents, and none of the Company Consolidated Capital SEC Documents contained, at the time they were filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Consolidated Capital included in the Company Consolidated Capital SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, are accurate, complete and in accordance with the books and records of Consolidated Capital, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-QQ of the SEC) and fairly present (subject, in the case of the unaudited or interim statements, to normal and normal, recurring audit adjustments) the consolidated financial position of the Company and its Subsidiaries Consolidated Capital as at the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended. Since November 30, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimis.

SEC Documents. The Company (a) Millennium has timely filed with the Securities and Exchange Commission (the “SEC”) all documents required to be so filed by it in the preceding twelve months pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. Millennium and its Subsidiaries have filed with the SEC all documents required to be so filed by them in the preceding three fiscal years and during 2004 pursuant to Section 13(a) of the Exchange Act without regard to Rule 12b-25. Millennium has made available to CSLC a true and complete copy of Lyondell each registration statement, report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since September 1, 1997 (as such documents have been amended to date, the "Company SEC Documents") which constitute all the documents or information statement (other than preliminary materialmaterials) that it or its Subsidiaries have so filed in the Company was required to file preceding three fiscal years and during 2004, each in the form (including exhibits and any amendments thereto) filed with the SEC since such date(collectively, the “Millennium Reports”). As of their its respective datesdate, the Company SEC Documents each Millennium Report (i) complied in all material respects in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto and (other than with respect to the timely filing thereof), and none of the Company SEC Documents contained, at the time they were filed, ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. The consolidated financial statements Each of the Company consolidated balance sheets included in or incorporated by reference into Millennium Reports (including the Company SEC Documents comply related notes and schedules) fairly presents in all material respects with applicable accounting requirements the consolidated financial position of Millennium and with its Subsidiaries as of its date, and each of the published rules consolidated statements of operations, cash flows and regulations changes in stockholders’ equity included in or incorporated by reference into Millennium Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of Millennium and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q and Regulation S-X of the SEC with respect theretoand (y) normal year-end audit adjustments), have been prepared in each case in accordance with U.S. generally accepted accounting principles ("GAAP") consistently applied on a consistent basis during the periods involved (involved, except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company and its Subsidiaries at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since November 30, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilitiesnoted therein, except for (i) liabilities such consolidated balance sheets and consolidated statements of operations, cash flows and changes in stockholders equity, if any, as have been modified or obligations incurred restated and have been included in subsequent filings with the ordinary course of business consistent with past practice, including SEC prior to the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimisdate hereof.

SEC Documents. The Company (a) Since January 1, 2008, Parent has made available to CSLC a true and complete copy of each reportfiled with, scheduleor furnished to, registration statement and definitive proxy statement filed by the Company with the SEC since September 1, 1997 all documents required to be filed or furnished by Parent under the Securities Act or the Exchange Act (as such documents have been amended to datecollectively, the "Company “Parent SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date”). As of their respective dates, the Company Parent SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and as of their respective dates and except as amended or supplemented prior to the rules and regulations of the SEC thereunder applicable thereto date hereof (other than or with respect to Parent SEC Documents filed or furnished after the timely filing thereofdate hereof, except as amended or supplemented prior to the Closing Date), and none of the Company Parent SEC Documents contained, at the time they were filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Parent with respect to information supplied by the Company or its Subsidiaries in writing for inclusion in the Registration Statement. The Each of the consolidated financial statements of the Company Parent (including, in each case, any notes thereto) included in the Company Parent SEC Documents comply in all material respects with applicable accounting requirements and with (collectively, the published rules and regulations of the SEC with respect thereto, “Parent Financial Statements”) have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Qthereto) and fairly present (subject, in all material respects the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company Parent and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments set forth therein). Since November 30, 1998As of the date of this Agreement, neither the Company Parent nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities pending or obligations incurred in unresolved comments from the ordinary course SEC or any other Governmental Entity with respect to any of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimisParent SEC Documents.

SEC Documents. The Company has prepared and made available to CSLC a true and complete copy the Purchasers copies of each report, schedule, registration statement and definitive proxy statement filed by the following reports of the Company with the SEC since September 1, 1997 (as such documents have been amended to datecollectively, the "Company “SEC Documents"”): (i) which constitute all the documents annual report on Form 10-K for the year ended December 31, 2006 (other than preliminary materialthe “Annual Report”) that and (ii) quarterly report on Form 10-Q for the Company was required to file with the SEC since such dateperiods ended June 30, 2007 and March 31, 2007. As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Exchange Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)promulgated thereunder, and none of the Company SEC Documents contained, at the time they were filed, contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto in effect at the time of filing. All contracts, have been prepared agreements, instruments and other documents to which the Company is a party or to which the property or assets of the Company are subject are included as part of, or specifically identified in, the SEC Documents to the extent required by the rules and regulations of the SEC as in effect at the time of filing, and each such contract, agreement, instrument and other document is legal, valid, binding and enforceable against the Company in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (their respective terms, except as such may be indicated limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and by general equitable principles. The Company has prepared and filed with the SEC all filings and reports required by the Securities Act and the Exchange Act to make the Company’s filings and reports current in all respects. Except as set forth in the notes thereto orSEC Documents, and except for liabilities and obligations incurred since the date of the Most Recent Balance Sheet in the case ordinary course of unaudited or interim statementsbusiness, as permitted by the SEC's Quarterly Report on Form 10-Qconsistent with past practice: (i) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company and its Subsidiaries at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since November 30, 1998, neither the Company nor do not have any of its Subsidiaries has incurred any liabilities, except for (i) material liabilities or obligations incurred in the ordinary course of business consistent with past practice(whether absolute, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined)accrued, contingent or otherwise) and (ii) liabilities incurred there has not been any aspect of the prior or current conduct of the business of the Company or its Subsidiaries which may form the basis for any material claim by any third party which if asserted could result in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimisMaterial Adverse Effect.

SEC Documents. The Company has made available to CSLC a true filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC since September 1July 31, 1997 1992 (as such documents have been amended to date, the "Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto (other than with respect to the timely filing thereof)such SEC Documents, and none of the Company SEC Documents containedand, at the time they were filedof filing, none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Qthereto) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company and its Subsidiaries at as of the dates thereof and the their consolidated results statements of their operations operations, stockholders' equity and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments which were and are not expected to have a Material Adverse Effect). Since November Except as and to the extent set forth on the consolidated balance sheet of the Company and the Subsidiaries as at July 30, 19981995, including the notes thereto, neither the Company nor any Subsidiary has any liability or obligation of its Subsidiaries has incurred any liabilitiesnature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected on a balance sheet, or in the notes thereto, prepared in accordance with generally accepted accounting principles, except for (i) liabilities or and obligations incurred in the ordinary course of business consistent with past practicepractice since July 30, including 1995 which could not reasonably be expected to have a Material Adverse Effect. The Company has heretofore made available to Parent complete and correct copies of all of the Company's obligations under SEC Documents and all amendments and modifications thereto, as well as, to the "Fleet Agreement" (as hereinafter defined)extent any shall exist, (ii) liabilities incurred all amendments and modifications that have not been filed by the Company with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimiseffect.

SEC Documents. The Company Dynegy has filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 1999 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available (in paper form or via the internet) to CSLC a true and complete copy of Enron each registration statement, report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since September 1, 1997 (as such documents have been amended to date, the "Company SEC Documents") which constitute all the documents or information statement (other than preliminary materialmaterials) that it has so filed, each in the Company was required to file form (including exhibits and any amendments thereto) filed with the SEC since such date(collectively, the "Dynegy Reports"). As of their its respective datesdate, the Company SEC Documents each Dynegy Report (i) complied in all material respects in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto and (other than with respect to the timely filing thereof), and none of the Company SEC Documents contained, at the time they were filed, ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. The consolidated financial statements Each of the Company consolidated balance sheets included in or incorporated by reference into the Company SEC Documents comply Dynegy Reports (including the related notes and schedules) fairly presents in all material respects with applicable accounting requirements the consolidated financial position of Dynegy and with the published rules its consolidated Subsidiaries as of its date, and regulations each of the SEC with respect theretoconsolidated statements of operations, have been prepared cash flows and changes in accordance with U.S. generally accepted accounting principles shareholders' equity included in or incorporated by reference into the Dynegy Reports ("GAAP"including any related notes and schedules) applied on a consistent basis during fairly presents in all material respects the results of operations, cash flows or changes in shareholders' equity, as the case may be, of Dynegy and its consolidated Subsidiaries for the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present set forth therein (subject, in the case of the unaudited or interim statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments which will not be material), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and recurring audit adjustments) to the extent set forth on the consolidated financial position balance sheet of the Company Dynegy and its consolidated Subsidiaries at included in the dates thereof and most recent Dynegy Report filed prior to the consolidated results date of their operations and cash flows for the periods then ended. Since November 30this Agreement that includes such a balance sheet, 1998including all notes thereto, neither the Company Dynegy nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a consolidated balance sheet of Dynegy or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations which are incurred in the ordinary course of business consistent with past practice, including since the Company's obligations under date of the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred balance sheet included in connection with or as a result the most recent Dynegy Report filed prior to the date of this Agreement and the Merger liabilities or obligations which do not and the transactions contemplated thereby, and (iii) such other liabilities and obligations whichare not reasonably likely to have, individually or in the aggregate, a Dynegy Material Adverse Effect. All reserves or adjustments required by generally accepted accounting principles to be reflected in the carrying value of the assets included in such balance sheet have been taken other than reserves or adjustments which do not and are de minimisnot reasonably likely to have, individually or in the aggregate, a Dynegy Material Adverse Effect.

SEC Documents. The Company (i) Since January 1, 2000 Franklin has made available to CSLC a true filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC since September 1(such reports, 1997 (schedules, forms, statements and other documents are hereinafter referred to as such documents have been amended to date, the "Company SEC Documents"); (ii) which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As as of their respective dates, the Company SEC Documents filed by Franklin since January 1, 2000 complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and Act, or the Trust Indenture Act of 1939, as amended (the "Trust Indenture 1940 Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto (other than with respect to the timely filing thereof)such SEC Documents, and none of the Company SEC Documents containedfiled by Franklin since January 1, at the time they were filed, 2000 as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The ; and (iii) the consolidated financial statements of the Company Franklin included in the Company SEC Documents filed by Franklin since January 1, 2000 comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form Rule 10-Q01 of Regulation S-X) and fairly present (subjectpresent, in the case of the unaudited or interim statementsall material respects, to normal and recurring audit adjustments) the consolidated financial position of the Company Franklin and its Subsidiaries at consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since November 30ended (on the basis stated therein and subject, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course case of business consistent with past practiceunaudited quarterly statements, including the Company's obligations to normal year-end audit adjustments). Franklin satisfies all eligibility requirements established under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result Securities Act for the use of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimisForm S-3 Securities Act registration form.

SEC Documents. The Company Xxxxxx has filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2000 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to CSLC a true and complete copy of Edge each registration statement, report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since September 1, 1997 (as such documents have been amended to date, the "Company SEC Documents") which constitute all the documents or information statement (other than preliminary materialmaterials) that it has so filed, each in the Company was required to file form (including exhibits and any amendments thereto) filed with the SEC since such date(collectively, the "Xxxxxx Reports"). As of their its respective datesdate, the Company SEC Documents each Xxxxxx Report (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto and (other than with respect to the timely filing thereof), and none of the Company SEC Documents contained, at the time they were filed, ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified or superceded by subsequent filings with the SEC prior to the date hereof. The consolidated financial statements Each of the Company consolidated balance sheets included in or incorporated by reference into the Company SEC Documents comply Xxxxxx Reports (including the related notes and schedules) complied as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto and fairly presents in all material respects the consolidated financial position of Xxxxxx and its Subsidiaries as of its date, have been prepared and each of the consolidated statements of operations, cash flows and changes in accordance with U.S. generally accepted accounting principles stockholders' equity included in or incorporated by reference into the Xxxxxx Reports ("GAAP"including any related notes and schedules) applied on a consistent basis during fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of Xxxxxx and its Subsidiaries for the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present set forth therein (subject, in the case of the unaudited or interim statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments which will not be material in effect); and recurring audit adjustmentssaid financial statements (including the related notes and schedules) have been prepared in accordance with generally accepted accounting principles which have been consistently applied throughout the periods covered thereby, except as may be noted therein. Except as and to the extent set forth on the consolidated financial position balance sheet of the Company Xxxxxx and its Subsidiaries at included in the dates thereof and Xxxxxx Reports, including all notes thereto, as of the consolidated results date of their operations and cash flows for the periods then ended. Since November 30, 1998such balance sheet, neither the Company Xxxxxx nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Xxxxxx or in the ordinary course of business consistent notes thereto prepared in accordance with past practicegenerally accepted accounting principles consistently applied, including the Company's other than liabilities or obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement which have not had and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations whichcould not reasonably be expected to have, individually or in the aggregate, are de minimisa Xxxxxx Material Adverse Effect.

SEC Documents. The Company CB&I has made available to CSLC Fund VIII a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company CB&I with the SEC since September January 1, 1997 1998 and prior to the date of this Agreement (as such documents have been amended to date, the "Company SEC Documents") which constitute are all the documents (other than preliminary material) that the Company was CB&I has been required to file with the SEC since such date. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)such SEC Documents, and none of the Company SEC Documents contained, at the time they were filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included CB&I contained in the Company SEC Documents comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with U.S. generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited or interim statements, as permitted by Rule 10-01 of Regulation S-X of the SEC's Quarterly Report on Form 10-Q) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited or interim statements, to normal and normal, recurring audit adjustments, none of which will be Material) the consolidated financial position of the Company CB&I and its consolidated Subsidiaries at the as of their respective dates thereof and the consolidated results of their operations and the consolidated cash flows of CB&I and its consolidated Subsidiaries for the periods then ended. Since November 30presented therein, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimisrespectively.

SEC Documents. The Except as set forth on Schedule 2.1(j), the Company has made available filed all reports required to CSLC a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, since September 30, 1996, (the foregoing materials being collectively referred to herein as the "SEC Documents" and, together with the Schedules to this Agreement and other documents and information furnished by or on behalf of the Company with at any time prior to the SEC since September 1Closing, 1997 (as such documents have been amended to date, the "Company SEC DocumentsDisclosure Materials") which constitute all on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the documents (other than preliminary material) that the Company was required to file with the SEC since expiration of any such dateextension. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)Commission promulgated thereunder, and none of the Company SEC Documents containedDocuments, at the time they were when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, . Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (involved, except as may be indicated otherwise specified in such financial statements or the notes thereto orthereto, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present (subject, in all material respects the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company as of and its Subsidiaries at for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal year-end audit adjustments. Since November Except as set forth in Schedule 2.1(j), since the date of the financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1998, neither there has been no event, occurrence or development that has had or that could have or result in a Material Adverse Effect which has not been specifically disclosed in writing to the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice, including Purchasers by the Company's obligations under . The Company last filed audited financial statements with the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred Commission in connection with or as a result of its Form 10-K for the fiscal year ended September 30, 1998, and has not received any comments from the Commission in respect thereof. The Schedules to this Agreement and furnished by or on behalf of the Merger and Company do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the transactions contemplated therebystatements made therein, and (iii) such other liabilities and obligations whichin light of the circumstances under which they were made, individually or in the aggregate, are de minimisnot misleading.

SEC Documents. The Company NetStaff has delivered or made available to CSLC a MAT true and complete copy correct copies of each registration statement, report, schedule, registration statement and definitive proxy statement or definitive information statement and all exhibits thereto filed by the Company (including exhibits and any amendments thereto) since January 1, 1999 with the SEC since September 1under or pursuant to the Securities Act or the Securities Exchange Act of 1934, 1997 as amended (as such documents have been amended to datethe "EXCHANGE ACT"), (collectively, the "Company SEC DocumentsNETSTAFF REPORTS") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date). As of their respective dates, or as subsequently amended prior to the Company SEC Documents Closing Date, the NetStaff Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)such NetStaff Reports, and none of the Company SEC Documents contained, at the time they were filed, NetStaff Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company NetStaff included in the Company SEC Documents NetStaff Reports comply in all material respects with applicable accounting requirements and with in the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Qthereto) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company NetStaff and its Subsidiaries at consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since November 30ended (subject, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course case of business consistent unaudited statements, to normal year-end audit adjustments, the absence of notes and as permitted by Form 10-Q of the Exchange Act). As of their respective dates, the NetStaff Reports complied as to form in all material respects with past practice, including the Company's obligations under applicable requirements of the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and Securities Act and/or the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimisExchange Act.