Common use of SEC Documents Clause in Contracts

SEC Documents. The Company has made available to the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has delivered or made available to the Investors Investor true and complete copies of the SEC Documents. The Company has not provided to the Investors Investor any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available to the Investors Investor true and complete copies of the SEC Documents. The Company has not provided to the Investors Investor any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Investors true Securities Act or the Exchange Act and complete copies the rules and regulations promulgated thereunder (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed”). As of their respective filing or furnishing dates, the SEC Documents complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, none of the SEC promulgated thereunder and Documents, at the SEC Documents did not contain time they were filed or furnished, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements information contained in the SEC Documents, considered as a whole and as amended as of the Company included date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents complied or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed. The Company is in all material respects compliance with the applicable accounting requirements listing and the published corporate governance rules and regulations of the NASDAQ. The Company and its Subsidiaries have taken no action designed to, or reasonably likely to have the effect of, delisting its ADSs from the NASDAQ. The Company has not received any notification that the SEC or other applicable rules and regulations with respect thereto at the time of NASDAQ is contemplating suspending or terminating such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved listing (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) applicable registration under the Exchange Act related thereto). The Company is in compliance with the case ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present 2002 in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsrespects.

SEC Documents. The Company has made available to the Investors true and complete copies (a) Each Parent SEC Report as of the SEC Documents. The Company has not provided to the Investors any information thatits respective date complied (and, according to applicable law, rule or regulation, should have been disclosed publicly prior to when filed after the date hereof by the Companyhereof, but which has not been so disclosed. As of their respective dates, the SEC Documents complied will comply) in all material respects with the requirements Securities Exchange Act of the Exchange Act1934, as amended, and the Securities Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Report. Except to the extent that information contained in any of the Parent SEC Reports filed and publicly available prior to the date of this Agreement has been revised or superseded by a Parent SEC Documents did not contain Report filed or furnished prior to the date hereof, none of the Parent SEC Reports contains (or, when filed after the date hereof, will contain) any untrue statement of a material fact or omit omits (or, when filed after the date hereof, will omit) to state a 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. . (b) The financial statements of the Company Parent REIT and Parent OP included in the Parent SEC Documents Reports complied (and, when filed after the date hereof, will comply) in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared (and, when filed after the date hereof, will be prepared) in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) presented and fairly present in all material respects presented (and, when filed after the date hereof, will fairly present) the financial position of the Company Parent REIT and Parent OP as of the dates thereof and the results of its operations and cash flows for the periods then ended shown (subject, in the case of unaudited interim financial statements, to normal the absence of footnotes and to year-end audit adjustmentsadjustments which are immaterial in amount). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available to the Investors Purchaser true and complete copies of the SEC Documents. The Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000 and each report, proxy statement or registration statement filed by the Company has not provided with the Securities and Exchange Commission (the "SEC") pursuant to the Investors any information thatSecurities Exchange Act of 1934, according to applicable law, rule as amended (the "EXCHANGE ACT") or regulation, should have been disclosed publicly prior to the Securities Act since the filing of such Annual Report through the date hereof by (collectively such documents are referred to as the Company, but which has not been so disclosed"SEC DOCUMENTS"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has delivered or made available to the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the SEC Documents, financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available to the Investors --------------- Investor true and complete copies of the SEC Documents. The Company has not provided to the Investors Investor any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has delivered or made available to the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available to the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As Subject to items raised in the SEC staff comment letters, as of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Subject to items raised in the SEC staff comment letters, the financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business (which may include material transactions) consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company (a) Parent has made available to Contributor (including via the Investors ▇▇▇▇▇ system) a true and complete copies copy of each form, report, statement, schedule, prospectus, proxy, registration statement and other document filed by Parent with the SEC since its initial registration of the Parent Class A Common Stock (the “Parent SEC Documents”). The Company Each of the Parent SEC Documents has not provided to the Investors any information thatbeen timely filed and, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As as of their respective dates, each of the Parent SEC Documents Documents, as amended, complied as to form in all material respects with the applicable requirements of the Exchange Securities Act, or the Exchange Act or any other applicable Law, as the case may be, in each case, to the extent applicable to such Parent SEC Documents, and rules and regulations none of the SEC promulgated thereunder and the Parent SEC Documents did not contain contained, when filed or, if amended, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has timely filed each report, statement, schedule, prospectus, and registration statement that Parent was required to file with the SEC since its inception. Parent has made available (including via the ▇▇▇▇▇ system) to Contributor all material correspondence between the SEC on the one hand, and Parent or any of its Subsidiaries, on the other hand, since the initial registration of the Parent Common Stock. There are no material outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Parent SEC Documents. To Parent’s Knowledge, (A) none of the Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC comment and (B) neither the SEC nor any other Governmental Entity is conducting any investigation or review of any Parent SEC Document. (b) The financial statements of the Company Parent included in the Parent SEC Documents complied complied, and in the case of financial statements filed following the date hereof will comply, as to form in all material respects with applicable accounting requirements and the published rules and regulations Regulation S-X of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been SEC, were prepared in all material respects in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) or, in the case of the unaudited interim statements, to as permitted by Rule 10-01 of Regulation S-X of the extent they exclude footnotes or may be condensed or summary statementsSEC) and fairly present present, and in the case of financial statements filed following the date hereof will fairly present, in all material respects the financial position in accordance with applicable requirements of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended GAAP (subject, in the case of the unaudited interim statements, to normal year-end audit adjustments) the financial position of Parent as of their respective dates and the results of operations and the cash flows of Parent for the periods presented therein. (c) Parent makes and keeps books, records and accounts and has devised and maintains a system of internal controls, in each case, as required pursuant to Section 13(b)(2) under the Exchange Act. Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act and the applicable listing standards of the Nasdaq. Neither the Company nor any of its subsidiaries has any Such disclosure controls and procedures are reasonably designed to ensure that all material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been information required to be reflected in, reserved against or otherwise described disclosed by Parent in the financial statements or reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the notes thereto in accordance with GAAPrules and forms of the SEC, which was not fully reflected inand that all such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, reserved against or otherwise described in as amended, and the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsrules and regulations promulgated thereunder.

SEC Documents. The (a) Except as set forth in the Company Disclosure Letter, since September 1, 1996, the Company has made available to the Investors true and complete copies of filed all documents with the SEC Documents. The Company has not provided required to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof be filed by the Company, but which has not been so disclosedCompany under the Securities Act or the Exchange Act (the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and rules and regulations none of the SEC promulgated thereunder and the Company SEC Documents did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Investor, Sub or their respective Subsidiaries for inclusion in the Company SEC Documents. The Company has delivered to Investor each registration statement, report, proxy statement or information statement prepared by it and filed with the SEC, in the form, including any exhibits or amendments thereto, filed with the SEC (collectively, the "Company Reports"). The Company has delivered to Investor the preliminary proxy materials relating to the Merger, as filed with the SEC prior to the date hereof, and the comment letters of the SEC received by the Company with respect thereto. The financial statements of the Company included in the Company SEC Documents complied and the Company Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles (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 (i) as may be otherwise indicated therein or in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the financial position of the Company as of at the dates thereof and the results of its operations and cash flows changes in financial position for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustmentsadjustments and to any other adjustments set forth therein). Neither . (b) Except as set forth in the Company Disclosure Letter, the Company SEC Documents, the Company Reports or the Company Disclosure Letter, neither the Company nor any of its subsidiaries Subsidiaries has any material indebtedness, obligations liability or liabilities obligation of any kind nature (whether accrued, absolute, contingent or otherwise), except for liabilities and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not obligations incurred in the ordinary course of business consistent with past practice since September 30, 1997 which would not, individually or in the aggregate, have a Material Adverse Effect on the Company's past practices since . Except as set forth in the last date Company Disclosure Letter, neither the Company nor any of such financial statementsits Subsidiaries has any obligation in respect of any rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of the foregoing transactions) or any combination of the foregoing transactions. (c) The Company has heretofore made available or promptly shall make to Investor a complete and correct copy of any amendments or modifications, which have not yet filed with the SEC, to agreements, documents or other instruments which previously have been filed with the SEC pursuant to the Exchange Act.

SEC Documents. The Company GG has made available to the Investors furnished GOLF with a true and complete copies copy of each report, schedule, registration statement and definitive proxy statement filed by GG with the Securities and Exchange Commission (“SEC”) since January 1, 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, the “GG SEC Documents”) and since that date GG has timely filed with the SEC all 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 Documents. The Company has not provided to describing the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to change of the date hereof by the Company, but which has not been so disclosedBoard of Directors of GG contemplated hereby. As of their respective dates, the GG SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such GG SEC Documents, and none of the GG SEC Documents did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company GG included in the GG SEC Documents complied comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at thereto, are accurate, complete and in accordance with the time books and records of such inclusion. Such financial statements GG and have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) or, in the case of unaudited interim the reviewed statements, to as permitted by Form 10-QSB of the extent they exclude footnotes or may be condensed or summary statementsSEC) and fairly present (subject, in all material respects the case of the reviewed statements, to normal, recurring audit adjustments) the consolidated financial position of the Company GG as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subjectended. Neither GG nor the Responsible Party is at this time, nor have they been at any time in the case 5-year period immediately preceding the date of unaudited interim statementsthis Agreement, subject to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtednessinquiry, obligations or liabilities of any kind investigation (whether accrued, absolute, contingent formal or otherwise) by the SEC, and whether due National Association of Securities Dealers or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsany applicable state agency.

SEC Documents. The Company has made available has, during the preceding 12 months, filed with the SEC all reports and other materials required to the Investors true and complete copies be filed by Section 13 or 15(d) of the SEC Documents. The Company has not provided to Exchange Act, as applicable (all of the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the Company, but which has not been so disclosed“SEC Documents”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, Act and the rules and regulations of the SEC promulgated thereunder and applicable to the SEC Documents did not contain Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at as in effect as of the time of such inclusionfiling. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtednessadjustments which will not be material, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements either individually or in the notes thereto in accordance with GAAP, aggregate). No other information provided by or on behalf of the Company to the Investor which was is not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents contains any untrue statement of a material fact or was omits to state any material fact necessary in order to make the statements therein not incurred misleading, in the ordinary course light of business consistent the circumstance under which they are or were made. There is no event, pending event or threatened event that could result in the Company not filing with the Company's past practices since SEC all reports and other materials required to be filed by Section 13 or 15(d) of the last date Exchange Act, as applicable, in compliance in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such financial statementsfilings.

SEC Documents. The Company Parent has made available to the Investors true and complete copies of Company each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by Parent with the SEC Documents. The Company has not provided to since September 30, 1996, each in the Investors form (including exhibits and any information thatamendments thereto) filed with the SEC (collectively, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed"Parent Reports"). As of their respective dates, the SEC Documents complied Parent 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 of the SEC promulgated thereunder and the SEC Documents (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements 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 financial statements Each of the Company consolidated balance sheets included in or incorporated by reference into the SEC Documents complied in all material respects with applicable accounting requirements Parent Reports (including the related notes and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (ischedules) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present presents in all material respects the consolidated financial position of the Company Parent and its Subsidiaries as of its date and each of the dates thereof consolidated statements of income, cash flows and changes in stockholders' 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 and operations, cash flows or changes in stockholders' equity, as the case may be, of Parent and its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited interim 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. Neither Except as and to the Company extent set forth on the consolidated balance sheet of Parent and its Subsidiaries at September 30, 1997, including all notes thereto, as of such date, neither Parent nor any of its subsidiaries has Subsidiaries had any material indebtedness, liabilities or obligations or liabilities of any kind nature (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been be required to be reflected on, or reserved against in, reserved against or otherwise described in the financial statements a balance sheet of Parent or in the notes thereto prepared in accordance with GAAPgenerally accepted accounting principles consistently applied, other than liabilities or obligations which was would not fully reflected inhave, reserved against individually or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsaggregate, a Parent Material Adverse Effect.

SEC Documents. The Since January 1, 2016, the Company has made available to timely filed all SEC Documents with the Investors true Commission under the Securities Exchange Act of 1934, as amended (together with the rules and complete copies of regulations thereunder, the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed“Exchange Act”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, Act and the rules and regulations of the SEC Commission promulgated thereunder and applicable to the SEC Documents did not contain Documents, and none of the SEC Documents, at the time they were filed with the Commission, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The As of their respective dates, the financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations Commission with respect thereto at as in effect as of the time of such inclusionfiling. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). Neither the The Company nor is not currently contemplating to amend or restate any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements (including without limitation, any notes or in any letter of the notes thereto in accordance independent accountants of the Company with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or was circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the Commission. The Company has not incurred in been informed by its independent accountants that they recommend that the ordinary course Company amend or restate any of business consistent with the Company's past practices since Financial Statements or that there is any need for the last date Company to amend or restate any of such financial statementsthe Financial Statements.

SEC Documents. The Company Pantheon has made available filed all reports, schedules, forms, statements and other documents required to be filed by Pantheon with the Investors true SEC since December 14, 2006, pursuant to Sections 13(a), 14(a) and complete copies 15(d) of the Exchange Act (the “Pantheon SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed”). As of their its respective datesfiling date, the each Pantheon SEC Documents Document complied in all material respects with the requirements of the Exchange Act, Act and the rules and regulations of the SEC promulgated thereunder applicable to such Pantheon SEC Document, and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary 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 Pantheon SEC Document has been revised or superseded by a later filed Pantheon SEC Document, none of the Pantheon 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 Pantheon included in the Pantheon SEC Documents complied (the “Pantheon Financial Statements”) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles U.S. 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 (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the consolidated financial position of the Company Pantheon as of the dates thereof and the consolidated results of their operations and cash flows as at the respective dates of and for the periods then ended referred to in such financial statements (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustmentsadjustments and the omission of notes to the extent permitted by Regulation S-X of the SEC). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available to the Investors true and complete copies of Except as disclosed in the SEC Documents. The Company has not provided , since January 1, 2016, the Company’s forms, registration statements, reports, schedules and statements required to be filed by it under the Investors any information that, according to applicable law, rule Exchange Act or regulation, should have been disclosed publicly the Securities Act (all such documents filed prior to the date hereof by hereof, collectively the Company, but which has not “SEC Documents”) have been so disclosed. As of their respective dates, the SEC Documents complied in all material respects filed with the requirements Commission on a timely basis. The SEC Documents, at the time filed (or in the case of registration statements, solely on the Exchange Act, and rules and regulations dates of effectiveness) (except to the extent corrected by a subsequent SEC promulgated thereunder and the SEC Documents Document) (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were mademade in the case of any such documents other than a registration statement, not misleading. The financial statements , (b) complied as to form in all material respects with the applicable requirements of the Company included in Exchange Act and the SEC Documents 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 or other applicable rules and regulations Commission with respect thereto at the time of such inclusionthereto. Such The financial statements have been of the Company and other financial information included in the SEC Documents were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) or, in the case of unaudited interim statements, to as permitted by Form 10-Q of the extent they exclude footnotes or may be condensed or summary statements) Commission), and fairly present (subject in the case of unaudited statements to normal and recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows of the Company and its consolidated subsidiaries for the periods then ended (subject, in the case ended. The independent auditor of unaudited interim statements, to normal year-end audit adjustments). Neither 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 any material indebtedness, obligations not resigned or liabilities been dismissed as independent registered public accountants of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements Company as a result of or in connection with any disagreement with the notes thereto 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 accordance with GAAP, which was not fully reflected in, reserved against eXtensible Business Reporting Language included or otherwise described in the financial statements or the notes thereto included incorporated by reference in the SEC Documents or was not incurred fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto and (ii) except as disclosed in the ordinary course SEC Documents, the Company is not aware of business consistent with (x) any significant deficiency or material weakness in the design or operation of internal controls over financial reporting that are likely 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's past practices since the last date of such financial statements.

SEC Documents. The Company has made available to the Investors true and complete copies of the SEC DocumentsFinancial Statements; No Adverse Change. The Company has not provided filed all reports required to be filed by it under the Investors Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the three years preceding the date hereof (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") on a timely basis or has received a valid extension of such time of filing and has filed any information that, according to applicable law, rule or regulation, should have been disclosed publicly such SEC Documents prior to the date hereof by the Company, but which has not been so disclosedexpiration of any such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, Act and the rules and regulations of the SEC Commission promulgated thereunder thereunder, and none of the SEC Documents did not contain Documents, when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations Commission with respect thereto at the time of such inclusionthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated specified in such financial statements or the notes thereto or (ii) in the case of unaudited interim statementsthereto, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations operations, retained earnings and cash flows for the periods then ended (ended, subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither Since the Company nor any date of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents Company's Quarterly Report on Form 10-Q for the period ended September 30, 1999, as amended to the date hereof, (a) there has been no event, occurrence or was not incurred development that has had or that could have or result in a Material Adverse Effect, (b) there has been no material change in the Company's accounting principles, practices or methods and (c) the Company has conducted its business only in the ordinary course of business consistent such business. The Company last filed audited financial statements with the Company's past practices since Commission on April 15, 1999, and has not received any comments from the last date of such financial statementsCommission in respect thereof.

SEC Documents. The Company has made available filed all reports or other filings required to be filed by it under Securities Act and the Investors true and complete copies Securities Exchange Act of 1934, as amended (the SEC Documents. The Company has not provided “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, for the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to three years preceding the date hereof by (the Companyforegoing materials being collectively referred to herein as the “SEC Documents”), but which has not been so disclosedon a timely basis. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC Securities and Exchange Commission promulgated thereunder thereunder, and none of the SEC Documents did not contain Documents, when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules Securities and regulations Exchange Commission with respect thereto at the time of such inclusionthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statementsthereto, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended (ended, subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither Since the Company nor any date of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the Company’s last filed Annual Report on Form 10-K, there has been no event, occurrence or development that has had a Material Adverse Effect which is not specifically disclosed in any of the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsDocuments.

SEC Documents. The Company has made available to the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied complied, and all similar documents filed with the SEC prior to each Closing Date will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents did not contain contained, nor will any similar document filed with the SEC prior to each Closing Date contain, any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied Documents, as of the dates thereof, complied, and all similar documents filed with the SEC prior to each Closing Date will comply, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or and other applicable rules and regulations with respect thereto at the time of such inclusionthereto. Such financial statements have been were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude may not include footnotes or may be condensed or summary statementsstatements as permitted by Form 10-QSB of the SEC) and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available Seller is obligated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") to file reports pursuant to Sections 13 and 15(d) thereof (all such reports filed or required to be filed by the Investors true Seller, including all exhibits thereto or incorporated therein by reference, and complete copies of all documents filed by the Seller under the Securities Act are hereinafter called the "SEC Documents"). The Company Seller has not provided filed all reports or other documents required to be filed under the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof Exchange Act. All SEC Documents filed by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied Seller (i) were prepared in all material respects in accordance with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder Act and the SEC Documents Securities Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements Seller has previously delivered to the Purchaser a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All of the Company included in information about the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Seller or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have its Subsidiaries which has been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, disclosed to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements Purchasers herein or in the notes thereto in accordance course of discussions and negotiations with GAAP, respect hereto which was not fully reflected in, reserved against or otherwise described is material to the Seller has been disclosed in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsRecent Reports.

SEC Documents. The Company Gold Banc has made available to the Investors Company a true and complete copies copy of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc with the SEC since January 1, 1996 (the "Gold Banc SEC Documents. The Company has not provided ") which are all the documents (other than preliminary material) that Gold Banc was required to file with the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosedSEC since such date. As of their respective dates, each of the Gold Banc SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Gold Banc SEC Documents, and none of the Gold Banc SEC Documents did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading (except any statements or omissions therein which were corrected or otherwise disclosed or updated in a subsequent Gold Banc SEC Document). The financial statements of the Company Gold Banc included in the Gold Banc SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved GAAP (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) or, in the case of the unaudited interim statements, to as permitted by Rule 10-01 of Regulation S-X of the extent they exclude footnotes or may be condensed or summary statementsSEC) and fairly present in all material respects the financial position accordance with applicable requirements of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended GAAP (subject, in the case of the unaudited interim statements, to normal year-end audit normal, recurring adjustments). Neither , none of which were material) the Company nor any consolidated financial position of Gold Banc and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc has any no material indebtednessliability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, obligations accrued or liabilities of any kind (whether accruedcontingent, absolutedue or not yet due, contingent liquidated or unliquidated, or otherwise, except and whether due to the extent disclosed or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the Gold Banc SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsDocuments.

SEC Documents. The Company has timely filed all SEC Documents and has delivered or made available to the Investors Investor true and complete copies of the SEC DocumentsDocuments (including, without limitation, audited financial statements, proxy information and solicitation materials). The Company has not provided to the Investors Investor any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied as to form and substance in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC promulgated thereunder and the SEC Documents did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior to the date hereof). The financial statements of the Company included in the SEC Documents complied comply as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusionthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may include summary notes and may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available to the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and rules and regulations of the SEC promulgated thereunder thereunder, and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries Subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was were not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was were not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements. No other information provided by or on behalf of the Company to the Investors that is not included in the SEC Documents, including, without limitation, information referred to in Section 3.5 of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are or were made, not misleading.

SEC Documents. The Company has made available to the Investors Lenders true and complete copies of the SEC Documents. The Except for the information contained in the draft Annual Report on Form 10-K for the fiscal year ended December 31, 1999, the Company has not provided to the Investors Lenders any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available to the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, 1934 Act and the rules and regulations of the SEC promulgated thereunder and applicable to the SEC Documents did not contain Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusionthereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries 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 interim statements, to normal year-end audit adjustments). Neither Except as set forth in the financial statements of the Company nor any of its subsidiaries included in the SEC Documents, the Company has any material indebtedness, obligations or liabilities of any kind (whether accrued, absoluteno liabilities, contingent or otherwise, and whether due or to become dueother than (i) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not liabilities incurred in the ordinary course of business consistent with subsequent to January 31, 2022, and (ii) obligations under contracts and commitments incurred in the Company's past practices since the last date ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act.

SEC Documents. The Company has delivered or made available to the Investors Investor true and complete copies of the SEC Documents. The Company has not provided to the Investors Investor any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusionthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) as set forth in the case of unaudited interim statements, Section 4.5 to the extent they exclude footnotes or may be condensed or summary statementsSchedule of Exceptions) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments)ended. Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last late date of such the financial statements.

SEC Documents. (a) The Company has made available information pertaining to the Investors true and complete copies AOL in each of the reports, schedules, forms, statements and other documents required to be filed by Time Warner with the SEC since January 1, 2005 (the “SEC Documents. The Company has not provided to the Investors any information that”), according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the then applicable requirements of the United States Securities Exchange Act of 1934 (the “Exchange Act, ”) and the applicable rules and regulations of the SEC promulgated thereunder and thereunder, and, at the SEC Documents time of filing, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The AOL segment financial statements of the Company information included in the SEC Documents complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto and fairly presented the results of operations and financial position of the AOL business segment of Time Warner as of the dates and for the periods indicated therein, subject to the absence of line items and notes. (b) The separate unaudited balance sheet and statements of income and cash flows of AOL at and as of September 30, 2005 and December 31, 2005 (the time of such inclusion. Such financial statements “AOL Financials”) that are attached to the Disclosure Letter, have been prepared in accordance with U.S. generally accepted acceptable accounting principles (“GAAP”) applied on a consistent basis during throughout the periods involved indicated (except (i) as that the AOL Financials do not contain footnotes that may be otherwise indicated in such financial statements or the notes thereto or (iirequired by GAAP) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) . The AOL Financials are true and fairly present correct in all material respects the and present fairly AOL’s financial position of the Company condition, operating results and cash flows as of the dates thereof and during the periods indicated therein, subject to the absence of footnotes. (c) A true and accurate reconciliation of the AOL Financials to the AOL business segment disclosures contained in the Time Warner Quarterly Report on Form 10-Q for the period ended September 30, 2005 and the results of operations and cash flows Annual Report on Form 10-K for the periods then period ended December 31, 2005 is attached to the Disclosure Letter. (subject, d) Except as set forth in the case Disclosure Letter, the assets that form the basis of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of operating results reflected in the AOL Financials that are owned by Time Warner and its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, are owned by AOL and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsits subsidiaries.

SEC Documents. The Company HEICO has made available filed all required reports, schedules, forms, statements and other documents required to be filed under the Investors true and complete copies of Exchange Act with the SEC since January 1, 1995 (the "HEICO SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed"). As of their respective dates, the HEICO SEC Documents complied as to form in all material respects with the requirements of the Exchange Act, Act and the rules and regulations of the SEC promulgated thereunder applicable to such HEICO SEC Documents. Except to the extent that information contained in any HEICO SEC Document has been revised or superseded by a later-filed HEICO SEC Document, filed and publicly available prior to the date of this Agreement, none of the HEICO SEC Documents did not contain contained when filed any untrue statement of a material fact or omit omitted to state a 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 financial statements of the Company HEICO included in the HEICO SEC Documents complied as of their respective dates of filing with the SEC as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles (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 (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the financial position of the Company HEICO as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit EXECUTION COPY adjustments). Neither The representations and warranties set forth in this Section 3.5 shall not apply to any noncompliance, nonfilings, misstatements, omissions or failures to present fairly or conform to generally accepted accounting principles, which would not, individually or in the aggregate, have a material adverse effect on HEICO. Except as set forth in the HEICO SEC Documents, and except for liabilities and obligations incurred in the Ordinary Course of Business, to the Knowledge of Seller, any Seller's Company nor any of its subsidiaries and HEICO, HEICO has any material indebtedness, no liabilities or obligations or liabilities of any kind nature (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required by generally accepted accounting principles to be reflected in, reserved against or otherwise described in the financial statements set forth on a balance sheet of HEICO or in the notes thereto in accordance with GAAPwhich, which was not fully reflected in, reserved against individually or otherwise described in the financial statements or aggregate, could reasonably be expected to have a material adverse effect on HEICO. Notwithstanding anything to the notes thereto included contrary contained in this Agreement, neither HEICO nor Seller shall have any responsibility for the SEC Documents or was not incurred in breach of this Section 3.5 unless such breach relates to the ordinary course of business consistent with the Company's past practices since the last date of such financial statements, assets or liabilities of Seller's Companies.

SEC Documents. The Company has made available Parent has, during the preceding 12 months, filed with the SEC all reports and other materials required to the Investors true and complete copies be filed by Section 13 or 15(d) of the SEC Documents. The Company has not provided to Exchange Act, as applicable (all of the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the Company, but which has not been so disclosed“SEC Documents”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, Act and the rules and regulations of the SEC promulgated thereunder and applicable to the SEC Documents did not contain Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The As of their respective dates, the financial statements of the Company Parent included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at as in effect as of the time of such inclusionfiling. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company Parent as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtednessadjustments which will not be material, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements either individually or in the notes thereto in accordance with GAAP, aggregate). No other information provided by or on behalf of the Company to the Investor which was is not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents contains any untrue statement of a material fact or was omits to state any material fact necessary in order to make the statements therein not incurred misleading, in the ordinary course light of business consistent the circumstance under which they are or were made. There is no event, pending event or threatened event that could result in the Parent not filing with the Company's past practices since SEC all reports and other materials required to be filed by Section 13 or 15(d) of the last date Exchange Act, as applicable, in compliance in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such financial statementsfilings.

SEC Documents. The Company PEC has made available to the Investors true and complete copies of filed all required documents with the SEC since January 1, 1998 (the "PEC SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed"). As of their respective dates, the PEC SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and rules and regulations none of the SEC promulgated thereunder and the PEC SEC Documents did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company PEC included in the PEC SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated therein or in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the consolidated financial position of the Company PEC and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and statements of cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustmentsadjustments and to any other adjustments described therein). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations There is no liability or liabilities obligation of any kind (kind, whether accrued, absolute, contingent fixed or otherwisecontingent, and whether due of PEC or to become due) that would have been any Subsidiary of PEC which is required by generally accepted accounting principles to be reflected in, or reserved against or otherwise described disclosed in the most recent financial statements of PEC included in the PEC SEC Documents which is not so reflected or reserved against that individually or in the notes thereto aggregate would have a Material Adverse Effect on PEC. For purposes of this Agreement, "PEC Balance Sheet" means the consolidated balance sheet as of September 30, 2000, set forth in accordance with GAAPPEC's Quarterly Report on Form 10-Q for the quarter ended September 30, which was not fully reflected in2000, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsand "PEC Balance Sheet Date" means September 30, 2000.

SEC Documents. The Company has made available to To the Investors true and complete copies best of Company’s knowledge, the SEC Documents. The Company has not provided to the Investors Subscriber any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC promulgated thereunder and the SEC Documents did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied comply as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Securities and Exchange Commission (the “SEC”) or other applicable rules and regulations with respect thereto at the time of such inclusionthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (ia) as may be otherwise indicated in such financial statements or the notes thereto or (iib) in the case of unaudited interim statements, to the extent they exclude may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither The Company covenants and agrees that except for the SEC Documents, neither it nor any other person acting on its behalf will at any time provide any Subscriber or its agents or counsel with any information that the Company nor any believes constitutes material non-public information, unless prior thereto such Subscriber shall have agreed in writing to keep such information in confidence. The Company understands and confirms that each Subscriber shall be relying on the foregoing representations in effecting transactions in securities of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has delivered or made available to ------------- the Investors Investor true and complete copies of the SEC Documents. The Company has not provided to the Investors Investor any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company Internet America has made available filed with the SEC all documents required to the Investors true be so filed by it since June 30, 2007 pursuant to Sections 13(a), 14(a) and complete copies 15(d) of the SEC DocumentsExchange Act (collectively, the “Internet America Reports”). The Company has not provided to the Investors any information thatAs of its respective date or, according to applicable law, rule or regulation, should have been disclosed publicly if amended by a subsequent filing prior to the date hereof by hereof, on the Companydate of such filing, but which has not been so disclosed. As of their respective dates, the SEC Documents each Internet America Report complied in all material respects with the applicable requirements of the Exchange Act, SOX and the rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Specifically, the number of Active Subscribers of Internet America contained in the Internet America Reports is accurate as of the date of each report. Each of the consolidated balance sheets included in or incorporated by reference into the Internet America Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Internet America and the Internet America Subsidiaries as of its date, and each of the consolidated statements of the Company operations, cash flows and changes in shareholders’ equity included in or incorporated by reference into the SEC Documents Internet America 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 Internet America and the Internet America 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 “Internet America Financial Statements”). The Internet America Financial Statements (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been (ii) were prepared in accordance with generally accepted accounting principles GAAP consistently applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) noted in the case of unaudited interim statementsInternet America Financial Statements or as permitted by Form 10-KSB, to the extent they exclude footnotes 10-QSB, 10-Q or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal yearForm 8-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.K.

SEC Documents. The Since January 1, 2001, the Company has made available filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the “Commission”) pursuant to the Investors true and complete copies reporting requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (all of the foregoing filed prior to or on the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). The Company has not provided to As of the Investors any information thatdate of filing of such SEC Documents, according to applicable laweach such SEC Document, rule or regulation, should as it may have been disclosed publicly subsequently amended by filings made by the Company with the SEC prior to the date hereof by the Companyhereof, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, Act and the rules and regulations of the SEC Commission promulgated thereunder and applicable to such SEC Document. None of the SEC Documents did not contain Documents, as of the date filed and as they may have been subsequently amended by filings made by the Company with the Commission prior to the date hereof, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements No other written information provided by or on behalf of the Company included to the Purchasers contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are or were made, not misleading. Except for the issuance of the Securities contemplated by this Agreement, no event, liability, development or circumstance has occurred or exists, or is currently contemplated to occur, with respect to the Company or its subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws and which has not been publicly disclosed. The Company and its subsidiaries are engaged only in the business described in the SEC Documents complied Documents, which contain a complete and accurate description in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position business of the Company and its subsidiaries, taken as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsa whole.

SEC Documents. The (i) To the extent complete and correct copies are not available on the SEC’s website, the Company has made available to the Investors true Parent complete and complete correct copies of all reports, schedules, forms, statements and other documents filed with or furnished to the SEC by the Company since January 1, 2012 (such documents available on the SEC’s website or made available to Parent together with all information incorporated therein by reference, the “SEC Documents”). The Since January 1, 2012, the Company has not provided filed with or furnished to the Investors any information thatSEC each report, according schedule, form, statement or other document or filing required by Law to applicable law, rule be filed or regulation, should have been disclosed publicly furnished by the Company at or prior to the date hereof by time so required. No Subsidiary of the CompanyCompany is required to file or furnish any report, but which has not been so disclosedschedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective datesdates (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC Document, and rules and regulations none of the SEC promulgated thereunder and Documents at the SEC Documents did not contain time it was filed or furnished contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document filed or furnished and publicly available prior to the date of this Agreement (a “Filed SEC Document”) has been revised or superseded by a later filed or furnished 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. 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, 2012 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 financial statements (including the related notes) of the Company included in the SEC Documents complied complied, at the time the respective statements were filed, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been thereto, were prepared in accordance with 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 (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim quarterly financial statements, to normal and recurring year-end audit adjustments). Neither Except as reflected, disclosed, accrued or reserved against in the most recent audited financial statements (including the notes thereto) included in the Filed SEC Documents (the “Baseline Financials”), the Company nor any of and its subsidiaries has any Subsidiaries have no material indebtedness, liabilities or obligations or liabilities of any kind nature (whether accrued, absolute, contingent or otherwise), and whether due other than such liabilities or obligations (A) with respect to become dueor arising from the transactions contemplated by this Agreement, (B) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with past practice after the date of the Baseline Financials but prior to the date hereof, (C) incurred on or after the date of the Baseline Financials that is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or (D) reflected, disclosed, accrued or reserved against in the unaudited financial statements (including the notes thereto) included in the Company's past practices since ’s Form 10-Q for the last quarterly period ended June 30, 2015. (ii) The Company is in compliance in all material respects with the provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder (collectively, “SOX”) applicable to it. The Company has promptly disclosed, by filing a Form 8-K, any change in or waiver of the Company’s code of ethics, as required by Section 406(b) of SOX. To the knowledge of the Company, there have been no violations of provisions of the Company’s code of ethics, including any minor violations not material to the Company’s business. (iii) The principal executive officer of the Company and the principal financial officer of the Company each has made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of SOX, as applicable, with respect to the SEC Documents, and the statements contained in such certifications were and are accurate as of the date they were made. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any of its Subsidiaries has outstanding, or has arranged any outstanding, “extension of credit” to directors or executive officers within the meaning of Section 402 of SOX. (iv) Neither the Company nor any of its Subsidiaries is a party to or bound by, or has any commitment to become a party to or bound by, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the purpose or intended or known result or effect of such joint venture, partnership or Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or any of its Subsidiaries’ published financial statementsstatements or other SEC Documents. (v) The Company maintains “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) in compliance with the Exchange Act. (vi) The Company maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) in compliance with the Exchange Act.

SEC Documents. (i) The Company has made available filed with the SEC all forms, reports, schedules, statements, financial statements and other documents required to be filed with the Investors true and complete copies SEC by the Company since December 31, 2003 (together with all information incorporated therein by reference, the “SEC Documents”). No Subsidiary of the SEC Documents. The Company has not provided is required to file any form, report, schedule, statement or other document with the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosedSEC. As of their respective datesdates or, if amended prior to the date hereof, as of the amendment date, the 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, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents did not contain at the time it was filed or, if amended prior to the date hereof, as of the amendment date, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document filed and publicly available prior to the date of this Agreement (each, a “Filed SEC Document”) has been revised or superseded by a later 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. (ii) The financial statements (including the notes thereto) of the Company included in the SEC Documents complied comply as to form, as of their respective dates of filing or, if amended prior to the date hereof, as of the date of filing of the amendment, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles in the United States (“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 (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal and recurring year-end audit adjustments). Neither Except for liabilities and obligations incurred (A) in connection with this Agreement or the transactions contemplated hereby or (B) reflected or reserved against in the consolidated balance sheet of the Company nor any as of December 31, 2006, including the notes thereto, the Company and its subsidiaries has any material indebtedness, obligations or Subsidiaries have no liabilities of any kind nature (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements individually or in the notes thereto aggregate have had or would reasonably be expected to have a Material Adverse Effect. (iii) Since December 31, 2003, the Company has been and is in compliance in all material respects with (A) the applicable provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and (B) the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. Section 3.1(e)(iii) of the Company Disclosure Letter sets forth, as of the date hereof, a schedule of all outstanding loans to officers or directors of the Company and the payment status thereof, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof. (iv) The Company has made all certifications and statements required by Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the SEC Documents. (v) The Company and its Subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply in all material respects with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or Persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company and its Subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (vi) The Company has disclosed, which was not fully reflected inbased on the most recent evaluation by the chief executive officer and the chief financial officer of the Company, reserved against or otherwise described to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial statements reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or the notes thereto included not material, that involves management or other employees who have a significant role in the SEC Documents or was Company’s internal controls over financial reporting. (vii) As of the date hereof, the Company has not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsidentified any material control deficiencies.

SEC Documents. The Company has made available to the Investors Lenders true and complete copies of the SEC Documents. The Company has not provided to the Investors Lenders any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available (a) As soon as practicable on the date the Offer is commenced, Parent and the Purchaser shall file with the United States Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule 14D-1 with respect to the Investors true Offer (together with all amendments and complete copies supplements thereto and including the exhibits thereto, the "Schedule 14D-1") (the Schedule 14D-1, together with all amendments and supplements thereto and including the exhibits thereto, including the Offer to Purchase, being collectively the "Offer Documents"). Concurrently with the commencement of the Offer, the Company shall file with the SEC Documents. The Company has not provided a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto and including schedules, annexes and the exhibits thereto, the "Schedule 14D-9"), which shall, subject to the Investors any information that, according to fiduciary duties of the Company Board under applicable law, rule or regulation, should have been disclosed publicly prior law and to the date hereof by provisions of this Agreement, contain the Companyrecommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and the Purchaser will take all steps necessary to ensure that the Offer Documents, but which has not been so disclosed. As of their respective datesand the Company will take all steps necessary to ensure that the Schedule 14D-9, the SEC Documents complied will comply in all material respects with the requirements provisions of applicable federal securities laws and, on the Exchange Act, and rules and regulations of date filed with the SEC promulgated thereunder and on the SEC Documents did date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit 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, except that Parent and the Purchaser make no representation with respect to information furnished by the Company for inclusion in the Offer Documents and the Company makes no representation with respect to information furnished by Parent or the Purchaser for inclusion in the Schedule 14D-9. The Company agrees that the information supplied in writing by the Company for inclusion in the Offer Documents will not contain any untrue statement of a material fact or omit 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 financial Parent and the Purchaser agree that the information supplied in writing by the 11 Parent or the Purchaser for inclusion in the Schedule 14D-9 will not contain any untrue statement of a material fact or omit 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. Each of Parent and the Purchaser will take all steps necessary to cause the Offer Documents, and the Company included will take all steps necessary to cause the Schedule 14D-9, to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities laws. Each of Parent and the Purchaser, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the SEC Offer Documents complied in all material respects with applicable accounting requirements and the published rules Schedule 14D-9 if and regulations to the extent that it shall have become false or misleading in any material respect and the Purchaser will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities laws. The Company, on the one hand, and Parent and the Purchaser on the other hand, and their respective counsel shall be given the opportunity to review the Offer Documents and the Schedule 14D-9 before they are filed with the SEC. In addition, each party hereto will provide the other parties and their counsel in writing with any comments, whether written or oral, which they may receive from time to time from the SEC or other applicable rules and regulations its staff with respect thereto at to the time Offer Documents or the Schedule 14D-9 promptly after the receipt of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementscomments.

SEC Documents. The Except as set forth on Schedule 2.1(j), the Company has made available filed all reports required to be filed by it under the Investors true 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 complete copies other documents and information furnished by or on behalf of the SEC Documents. The Company has not provided to the Investors at any information that, according to applicable law, rule or regulation, should have been disclosed publicly time prior to the date hereof by Closing, as the Company, but which "Disclosure Materials") on a timely basis or has not been so disclosedreceived a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, Act and the rules and regulations of the SEC Commission promulgated thereunder thereunder, and none of the SEC Documents did not contain Documents, when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations Commission with respect thereto at the time of such inclusionthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated specified in such financial statements or the notes thereto or (ii) in the case of unaudited interim statementsthereto, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended (ended, subject, in the case of unaudited interim statements, to normal year-end audit adjustments. Except as set forth in Schedule 2.1(j). Neither , since the Company nor any date of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1998, there has been no event, occurrence or was development that has had or that could have or result in a Material Adverse Effect which has not incurred been specifically disclosed in writing to the ordinary course of business consistent Purchasers by the Company. The Company last filed audited financial statements with the Company's past practices since Commission in connection with its Form 10-K for the last date fiscal year ended September 30, 1998, and has not received any comments from the Commission in respect thereof. The Schedules to this Agreement furnished by or on behalf of such financial statementsthe Company do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

SEC Documents. The Company has made available filed all reports or other filings required to be filed by it under Securities Act and the Investors true and complete copies Securities Exchange Act of 1934, as amended (the SEC Documents. The Company has not provided “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, for the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to three years preceding the date hereof by (the Companyforegoing materials being collectively referred to herein as the “SEC Documents”), but which has not been so disclosedon a timely basis, or a notification of late filing was timely filed with respect thereto and such filing was subsequently made during the resulting extended filing period undertaken in such notice. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC Securities and Exchange Commission promulgated thereunder thereunder, and none of the SEC Documents did not contain Documents, when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules Securities and regulations Exchange Commission with respect thereto at the time of such inclusionthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statementsthereto, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended (ended, subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither Since the Company nor any date of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the Company’s last filed Annual Report on Form 10-K, there has been no event, occurrence or development that has had a Material Adverse Effect which is not specifically disclosed in any of the SEC Documents Documents, other than any such event, occurrence or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsdevelopment which has been disclosed to Purchaser.

SEC Documents. The Company has made available filed all reports required to be filed by it under the Investors true Exchange Act, including pursuant to Section 13(a) or 15(d) thereof for the two year period preceding the date hereof (such reports, the "SEC Documents" and, together with the Schedules to this Agreement and complete copies other documents and information furnished by or on behalf of the SEC Documents. The Company has not provided to the Investors at any information that, according to applicable law, rule or regulation, should have been disclosed publicly time prior to the date hereof by Closing, the Company, but which "Disclosure Materials") on a timely basis or has not been so disclosedreceived a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, Act and the rules and regulations of the SEC Commission promulgated thereunder thereunder, and none of the SEC Documents did not contain Documents, when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations Commission with respect thereto at the time of such inclusionthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated specified in such financial statements or the notes thereto or (ii) in the case of unaudited interim statementsthereto, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended (ended, subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither Since December 31, 1997, (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 has not incurred any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not other than (x) liabilities incurred in the ordinary course of business consistent with past practice and (y) liabilities not required to be reflected in the Company's past practices since financial statements pursuant to GAAP, and (c) the last date Company has not altered its method of such financial statementsaccounting or the identity of its auditors.

SEC Documents. The Company (a) OSI has made available filed all forms, reports and documents required to be filed by it with the Investors true Securities and complete copies of Exchange Commission ("SEC") since May 8, 1995 (collectively, the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed"OSI Reports"). As of their respective dates, the OSI Reports and any such reports, forms and other documents filed by OSI with the SEC Documents complied after the date of this Agreement (i) complied, or will comply, as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations of the SEC promulgated thereunder and the SEC Documents (ii) did not not, or will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included representation in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or clause (ii) of the preceding sentence shall not apply to any misstatement or omission in the case of unaudited interim statements, any OSI Report filed prior to the extent they exclude footnotes date of this Agreement which was superseded by a subsequent OSI Report filed prior to the date of this Agreement. No OSI Subsidiary is required to file any report, form or may be condensed other document with the SEC. (b) Each of the consolidated balance sheets of OSI included in or summary statementsincorporated by reference into OSI Reports (including the related notes and schedules) and fairly present in all material respects presents the consolidated financial position of the Company OSI and OSI Subsidiaries as of its date, and each of the dates thereof consolidated statements of income, retained earnings and cash flows of OSI included in or incorporated by reference into OSI Reports (including any related notes and schedules) fairly presents the results of operations operations, retained earnings or cash flows, as the case may be, of OSI and cash flows the OSI Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited interim statements, to normal year-end audit adjustmentsadjustments 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. Neither the Company OSI nor any of its subsidiaries the OSI Subsidiaries has any material indebtedness, liabilities or obligations or liabilities of any kind nature (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been be required to be reflected on, or reserved against in, reserved against or otherwise described in the financial statements a balance sheet of OSI or in the notes thereto thereto, prepared in accordance with GAAPgenerally accepted accounting principles consistently applied, which was not fully except for (i) liabilities or obligations that were so reserved on, or reflected in, reserved against or otherwise described in the financial statements or (including the notes thereto included in to), the SEC Documents consolidated balance sheet of OSI as of December 31, 1996; (ii) liabilities or was not incurred obligations arising in the ordinary course of business consistent with since December 31, 1996 and (iii) liabilities or obligations which would not, individually or in the Company's past practices since the last date of such financial statementsaggregate, have an OSI Material Adverse Effect.

SEC Documents. The Company Media USA has made available filed all reports required to be filed by it under the Investors true Securities Act and complete copies of the SEC Documents. The Company has not provided Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to two (2) years preceding the date hereof (or such shorter period as Media USA was required by law to file such material) (the Companyforegoing materials, but which has not been so disclosedincluding the exhibits thereto, being collectively referred to herein as the “SEC Reports”). As of their respective dates, the SEC Documents Reports complied in all material respects with the requirements of the Exchange Act, Act and the rules and regulations promulgated thereunder and none of the SEC promulgated thereunder and the SEC Documents did not contain any Reports contained an untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company Media USA included in the SEC Documents complied Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles in the United States (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 (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the financial position of the Company Media USA as of the dates thereof and the results its statements of operations operations, stockholders’ equity and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal and recurring year-end audit adjustmentsadjustments which were and are not expected to have a material adverse effect on Media USA, its business, financial condition or results of operations). Neither Except as and to the Company extent set forth on the consolidated balance sheet of Media USA as at March 31, 2006, including the notes thereto, neither Media USA nor any of its subsidiaries Merger Sub has any material indebtedness, obligations liability or liabilities obligation of any kind nature (whether accrued, absolute, contingent or otherwise, otherwise and whether due or to become due) that would have been required to be reflected in, reserved against on a balance sheet or otherwise described in the other financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsstatement).

SEC Documents. The Company Undisclosed Liabilities. Nu Skin has made available to the Investors true filed all required reports, schedules, forms, statements and complete copies of other documents with the SEC since January 1, 1997 (the "Nu Skin SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed"). As of their respective dates, the Nu Skin SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Nu Skin SEC Documents, and none of the Nu Skin SEC Documents did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Nu Skin SEC Document has been revised or superseded by a later Nu Skin SEC Document, none of the Nu Skin 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 financial statements of the Company Nu Skin included in the Nu Skin SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved U.S. GAAP (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) except, in the case of unaudited interim statements, to as permitted by Form 10-Q under the extent they exclude footnotes or may be condensed or summary statementsExchange Act) and fairly present in all material respects the consolidated financial position of the Company Nu Skin and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows (or changes in financial position prior to the approval of Financial Accounting Standards Board Statement of Financial Accounting Standards No. 95) for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither Except as set forth in the Company Nu Skin SEC Documents, neither Nu Skin nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been Liabilities required by U.S. GAAP to be reflected in, reserved against or otherwise described in the financial statements set forth on a consolidated balance sheet of Nu Skin and its consolidated subsidiaries or in the notes thereto in accordance with GAAP, and which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementscould reasonably be expected to have a material adverse effect on Nu Skin and its subsidiaries taken as a whole.

SEC Documents. The Company has made available to timely filed all required reports, schedules, forms, statements and other documents with the Investors true Securities and complete copies of Exchange Commission (the “SEC”) since December 31, 2005 (the “SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company’s financial statements of the Company included in the SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations their operation and cash flows cashflows for the periods then ended ending in accordance with GAAP (subject, in the case of the unaudited interim statements, to normal year-end audit adjustmentsadjustments and the absence of footnotes). Neither Except as disclosed in financial statements included in the SEC Documents, neither Company nor any of its subsidiaries has any material indebtedness, liabilities or obligations or liabilities of any kind nature (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required by GAAP to be reflected in, reserved against or otherwise described in the financial statements set forth on a consolidated balance sheet of Company and its consolidated subsidiaries or in the notes thereto in accordance with GAAP, and which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementswould reasonably be expected to have a Material Adverse Effect.

SEC Documents. The Company has made available to timely filed all SEC Documents with the Investors true Commission under the Securities Exchange Act of 1934, as amended (together with the rules and complete copies of regulations thereunder, the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed“Exchange Act”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, Act and the rules and regulations of the SEC Commission promulgated thereunder and applicable to the SEC Documents did not contain Documents, and none of the SEC Documents, at the time they were filed with the Commission, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The As of their respective dates, the financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations Commission with respect thereto at as in effect as of the time of such inclusionfiling. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). Neither the The Company nor is not currently contemplating to amend or restate any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements (including without limitation, any notes or in any letter of the notes thereto in accordance independent accountants of the Company with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or was circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the Commission. The Company has not incurred in been informed by its independent accountants that they recommend that the ordinary course Company amend or restate any of business consistent with the Company's past practices since Financial Statements or that there is any need for the last date Company to amend or restate any of such financial statementsthe Financial Statements.

SEC Documents. The Company has made available to Except as disclosed in Schedule 9.4, during the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly twelve (12) months prior to the date hereof Closing Date, Borrower has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the CompanySEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, but which has not been so disclosedas amended (the “Exchange Act”) (all of the foregoing filed during the twelve (12) months prior to the Closing Date, and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their respective filing dates, the SEC Documents complied comply in all material respects with the requirements of the Exchange Act, Act and the rules and regulations of the SEC promulgated thereunder and applicable to the SEC Documents did not contain Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by Borrower or any Subsidiary under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”). As of their respective filing dates, the financial statements of the Company Borrower included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at to financial statements included in the time of such inclusionSEC Documents. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis GAAP, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company Borrower as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company Financial Statements. Acquiror has made available to Target or its counsel through ▇▇▇▇▇ a true and complete copy of each statement, report, registration statement (with the Investors prospectus in the form filed pursuant to Rule 424(b) of the Securities Act), definitive proxy statement, and other filing filed with the SEC by Acquiror since January 1, 1999, and, prior to the Effective Time, Acquiror will have made available to Target or its counsel through ▇▇▇▇▇ true and complete copies of any additional documents and Exhibits thereto filed with the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly by Acquiror prior to the date hereof Effective Time (collectively, the "Acquiror SEC Documents"). All documents required to be filed as Exhibits to the Acquiror SEC Documents have been so filed, and all material contracts so filed as exhibits are in full force and effect, except as otherwise disclosed in or contemplated by the Company, but which has Plan of Reorganization and Disclosure Statement (as hereinafter defined) and those that have expired or been terminated in accordance with their terms and Acquiror is not been so disclosedin material default under such contracts. As of their respective filing dates, the Acquiror SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act, ") and rules the Securities Act and regulations none of the SEC promulgated thereunder and the Acquiror SEC Documents did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed Acquiror SEC Document prior to the date hereof. The financial statements of Acquiror, including the Company notes thereto, included in the Acquiror SEC Documents (the "Acquiror Financial Statements") were complete and correct in all material respects as at their respective dates, complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time as of such inclusion. Such financial statements their respective dates, and have been prepared in accordance with generally accepted accounting principles applied on a basis consistent basis during throughout the periods involved indicated and consistent with each other (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) or, in the case of unaudited interim statementsstatements included in Quarterly Reports on Form 10-Qs, to as permitted by Form 10-Q of the extent they exclude footnotes or may be condensed or summary statements) and SEC). The Acquiror Financial Statements fairly present in all material respects the consolidated financial position condition and operating results of the Company as of Acquiror and its subsidiaries at the dates thereof and the results of operations and cash flows for during the periods then ended indicated therein (subject, in the case of unaudited interim statements, to normal normal, recurring year-end audit adjustments). Neither the Company nor any of its subsidiaries There has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise no change in Acquiror accounting policies except as described in the financial statements or in notes to the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsAcquiror Financial Statements.

SEC Documents. (a) The Company has made available to the Investors delivered true and complete copies of the all SEC Documents. The Company has not provided Documents to the Investors any information thatPurchasers. (b) As of its filing date, according to applicable laweach SEC Document filed, rule or regulation, should have been disclosed publicly and each SEC Document that will be filed by the Company prior to the date hereof by Closing Date, as amended or supplemented prior to the CompanyClosing Date, but which has not been so disclosed. As of their respective datesif applicable, pursuant to the SEC Documents Exchange Act (i) complied or will comply in all material respects with the applicable requirements of the Exchange Act and (ii) did not or will not contain any untrue statement of a material fact or 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. (c) Each final registration statement filed with the SEC, and each final registration statement that will be filed with the SEC by the Company prior to the Closing Date, as amended or supplemented prior to the Closing Date, if applicable, pursuant to the Act, and rules and regulations as of the SEC promulgated thereunder date such statement or amendment became or will become effective (i) complied or will comply in all material respects with the applicable requirements of the Act and (ii) did not or will 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 SEC Documents did statements therein not misleading (in the case of any prospectus, in light of the circumstances under which they were made). (d) At the time the Proxy Statement is first mailed to the stockholders of the Company, and at the time such stockholders vote on approval of the transactions contemplated hereby, the Proxy Statement, as then amended or supplemented, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of ; provided that the Company makes no representation or warranty with respect to (i) any statement or omissions included in the SEC Documents complied Proxy Statement based upon information furnished in all material respects with applicable accounting requirements and writing to the published rules and regulations of Company by the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto Purchasers specifically for use therein or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates any portion thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required which is not deemed to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the filed under applicable SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsrules and regulations.

SEC Documents. The Company has filed with the SEC, and has heretofore made available to the Investors Parent true and complete copies of, all reports, schedules, forms, statements and other documents required to be filed with the SEC by the Company since July 26, 2000 (together with all information incorporated therein by reference, the "SEC Documents"). No subsidiary of the SEC Documents. The Company has not provided is required to file any form, report or other document with the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosedSEC. As of their respective dates, each of 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, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents did not contain at the time they were filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, 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 financial statements (including the related notes) of the Company included in the SEC Documents complied complied, when filed, or will comply, when filed, in each case as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been or will be prepared in accordance with 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 (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly presented or will present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal and recurring year-end audit adjustmentsadjustments and the absence of footnotes). Neither Except as set forth in the Filed SEC Documents, the Company nor any of and its subsidiaries has any material indebtedness, have no liabilities or obligations or liabilities of any kind nature (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements individually or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with aggregate could reasonably be expected to have a material adverse effect on the Company's past practices since the last date of such financial statements.

SEC Documents. The Company Parent has made available timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the Investors true and complete copies reporting requirements of the SEC Documents. The Company has not provided to Securities Exchange Act of 1934, as amended (the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the Company, but which has not been so disclosed“SEC Documents”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, 1934 Act and the rules and regulations of the SEC promulgated thereunder and applicable to the SEC Documents did not contain Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). Parent has not received any communication from the SEC, FINRA or any other regulatory authority regarding any SEC Document or any disclosure contained therein. As of their respective dates, the financial statements of the Company Parent included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusionthereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto thereto, or (ii) in the case of unaudited interim statements, to the extent they exclude may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company Parent as of the dates thereof and the results of their operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available (a) On the date the Offer is commenced, Parent and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act with respect to the Investors true Offer (together with all amendments and complete copies of supplements thereto and including the SEC Documents. The Company has not provided to exhibits thereto, the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by "SCHEDULE TO") and (ii) together with the Company, but a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which has not been so disclosedshall be filed as part of the Schedule TO. As of their respective datesThe Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC Documents complied a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply in all material respects with the requirements provisions of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Exchange ActCompany for use in the Schedule TO, the Offer Documents and rules and regulations of the Schedule 14D-9 shall not, on the date first filed with the SEC promulgated thereunder and or first published, sent or provided to stockholders, as the SEC Documents did not case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements Each of Parent and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, to be filed with the SEC and to be disseminated to holders of the Company included Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the SEC Offer Documents complied in all material respects with applicable accounting requirements and the published rules Schedule 14D-9 if and regulations to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or other applicable rules dissemination to stockholders of the Company. The Company agrees to provide Parent and regulations its counsel with copies of any written comments that the Company or its counsel may receive from the SEC or its staff with respect thereto at to the time Schedule 14D-9 promptly after the receipt of such inclusion. Such financial statements have been prepared in accordance comments and each of Parent and Merger Sub agrees to provide the Company and its counsel with generally accepted accounting principles applied on a consistent basis during copies of any written comments that Parent, Merger Sub or their counsel may receive from the periods involved (except (i) as may be otherwise indicated in such financial statements SEC or the notes thereto or (ii) in the case of unaudited interim statements, its staff with respect to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects Offer Documents promptly after the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date receipt of such financial statementscomments.

SEC Documents. Except as disclosed in Schedule 3.6, since December 31, 1995, 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 Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed after December 31, 1995 and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being referred to herein as the "SEC Documents"). The Company has made available delivered to the Investors each Purchaser true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable lawexcept for exhibits, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosedschedules and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, Act and the rules and regulations of the SEC promulgated thereunder and applicable to the SEC Documents did not contain Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents which is required to be updated or amended under applicable law has not been so updated or amended. The financial statements of the Company included in the SEC Documents complied have been prepared in all material respects accordance with applicable U.S. generally accepted accounting requirements principles, consistently applied, and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto thereto, or (ii) in the case of unaudited interim statements, to the extent they exclude do not include footnotes or may be are condensed or summary statements) and fairly present in all material respects accurately and completely the consolidated financial position of the Company and its consolidated subsidiaries 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 interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or Except as set forth in a manner clearly evident to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described a sophisticated institutional investor in the financial statements or the notes thereto of the Company included in the SEC Documents Documents, the Company has no liabilities, contingent or was not otherwise, other than (i) liabilities incurred in the ordinary course of business consistent with past practice subsequent to the Company's past practices since the last date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business consistent with past practice and not required under generally accepted accounting principles to be reflected in such financial statements, in each case of clause (i) and (ii) next above which, individually or in the aggregate, are not material to the financial condition, business, operations, properties, operating results or prospects of the Company and its subsidiaries. To the extent required by the rules of the SEC applicable thereto, the SEC Documents contain a complete and accurate list of all material undischarged written or oral contracts, agreements, leases or other instruments to which the Company or any subsidiary is a party or by which the Company or any subsidiary is bound or to which any of the properties or assets of the Company or any subsidiary is subject (each a "Contract"). Except as set forth in Schedule 3.6, none of the Company, its subsidiaries or, to the best knowledge of the Company, any of the other parties thereto, is in breach or violation of any Contract, which breach or violation would have a Material Adverse Effect. No event, occurrence or condition exists which, with the lapse of time, the giving of notice, or both, would become a default by the Company or its subsidiaries thereunder which would have a Material Adverse Effect. The Company has not provided to any Purchaser any material non-public information or any other information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed.

SEC Documents. The Company has made available to the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither As of the date hereof, neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available to the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors any ------------- information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as applicable, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements. The Company's auditors are "independent" within the meaning and requirements of the Exchange Act.

SEC Documents. The Company (a) Parent has made available to the Investors true and complete copies of filed with the SEC Documents. The Company has not provided all reports and other filings required to be filed by Parent in accordance with the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to Securities Act and the date hereof by Exchange Act and the Company, but which has not been so disclosedrules and regulations promulgated thereunder (the “Parent SEC Reports”). As of their respective dates, the Parent SEC Documents Reports complied in all material respects with the applicable requirements of the Exchange Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such Parent SEC Reports and, except to the extent that information contained in any Parent SEC Report has been revised or superseded by a later Parent SEC Report filed and publicly available prior to the date of this Agreement, none of the Parent SEC promulgated thereunder and the SEC Documents did not contain Reports contained any untrue statement of a material fact or omit omitted to state a 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 financial balance sheets, and statements of the Company included income, changes in financial position and stockholders’ equity contained in the Parent SEC Documents complied Reports (the “Parent Financial Statements”) (i) were prepared from and are in all material respects accordance with applicable the accounting requirements books and the published rules and regulations other financial records of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been Parent, (ii) were prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by the rules of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and (iii) presented fairly present in all material respects the financial position of the Company Parent as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries Except as set forth in Parent SEC Reports, Parent has any material indebtedness, no liabilities or obligations or liabilities of any kind nature (whether accrued, absolute, contingent or otherwise, and whether due ) other than liabilities or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not obligations incurred in the ordinary course of business consistent with the Company's past practices practice. (b) Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since the last date filing of such financial statementsa Parent SEC Report.

SEC Documents. The Company has made available to the Investors each Lender a true and complete copies copy of each report, schedule, form, statement and other document filed by the Company with the SEC (as such documents have since the time of their filing been amended, the "SEC Documents. The ") which are all the documents that the Company has not provided was required to file with the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to SEC through the date hereof by the Company, but which has not been so disclosedhereof. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and rules and regulations none of the SEC promulgated thereunder and the SEC Documents did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none of the SEC Documents currently 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 financial statements of the Company included in the SEC Documents complied comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at thereto. Except as set forth in the time of notes thereto, all such inclusion. Such financial statements have been were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved GAAP (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subjectexcept, in the case of the unaudited interim statements, to for the omission of normal year-year end audit adjustments). Neither adjustments and footnote disclosures) consistently applied throughout the periods involved, are true and correct in all material respects, and fairly present the consolidated financial condition, results of operations, changes in stockholders' equity and cash flow of the Company nor any and its consolidated Subsidiaries as of its subsidiaries has any material indebtednessthe respective dates thereof and for the respective periods covered thereby. Except for those Subsidiaries listed in Section 3.8 of the Disclosure Schedule, obligations or liabilities the financial condition and results of any kind (whether accrued, absolute, contingent or otherwiseoperations of each Subsidiary are, and whether due or for all periods referred to become due) that would in this Section 3.8 have been required to be reflected inbeen, reserved against or otherwise described in the financial statements or in the notes thereto in accordance consolidated with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course those of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available to the Investors true and complete copies of the SEC DocumentsFinancial Statements; No Adverse Change. The Company has not provided filed all reports required to be filed by it under the Investors Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, (the foregoing materials being collectively referred to herein as the "SEC Documents") on a timely basis or received a valid extension of such time of filing and has filed any information that, according to applicable law, rule or regulation, should have been disclosed publicly such SEC Documents prior to the date hereof by the Company, but which has not been so disclosedexpiration of any such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, Act and the rules and regulations of the SEC Commission promulgated thereunder thereunder, and none of the SEC Documents did not contain Documents, when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light therein not misleading. All material agreements to which the Company is a party or to which the property or assets of the circumstances under which they were madeCompany are subject have been filed as exhibits to the SEC Documents as required; neither the Company nor any of the Subsidiaries is in breach of any agreement where such breach could reasonably be expected to, not misleadingindividually or in the aggregate, have a Material Adverse Effect. The financial statements of the Company included in the SEC Documents complied comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations Commission with respect thereto as in effect at the time of such inclusionfiling. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated specified in such financial statements or the notes thereto or (ii) in the case of unaudited interim statementsthereto, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended (ended, subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither Since the Company nor any date of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents Company's last filed Quarterly Report on Form 10-Q for the period ended September 30, 1998, there has been no event, occurrence or was development that has had a or could reasonably be expected to have a Material Adverse Effect which has not incurred in been specifically disclosed to the ordinary course of business consistent with Purchasers by the Company's past practices since the last date of such financial statements.

SEC Documents. The If the Company is subject to the reporting provisions of the Exchange Act, the Company has made available to filed all required reports, schedules, forms, statements and other documents with the Investors true and complete copies of Commission. (the “SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be and the rules and regulations of the SEC Commission promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document. The financial statements of the Company included in the SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations Commission with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles 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 (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations their operation and cash flows for the periods period then ended ending in accordance with GAAP (subject, in the case of the unaudited interim statements, to normal year-year end audit adjustments). Neither Except as set forth in the filed SEC Documents, neither the Company nor any of its subsidiaries Subsidiaries has any material indebtedness, liabilities or obligations or liabilities of any kind nature (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required by GAAP to be reflected in, reserved against or otherwise described in set forth on a consolidated balance sheet of the financial statements Company and its consolidated subsidiaries or in the notes thereto in accordance with GAAP, and which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementscould reasonably be expected to have a Material Adverse Effect.

SEC Documents. The Company (i) CPA14 has made available to CPA16 (by public filing with the Investors SEC or otherwise) a true and complete copies copy of each report, schedule, registration statement and definitive proxy statement filed by CPA14 with the SEC since January 1, 2007 (the “CPA14 SEC Documents”) which are all of the SEC Documents. The Company has not provided documents required to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to filed by CPA14 with the date hereof by the Company, but which has not been so disclosedSEC since that date. As of their respective dates, the CPA14 SEC Documents complied in all material respects with the requirements of the Exchange ActSecurities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), the Exchange Act or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “SOX Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder and the applicable to such CPA14 SEC Documents did not contain and none of the CPA14 SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later CPA14 SEC Documents filed and publicly available prior to the date of this Agreement. CPA14 does not have any outstanding and unresolved comments from the SEC with respect to the CPA14 SEC Documents. The consolidated financial statements of CPA14 and the Company CPA14 Subsidiaries included in the CPA14 SEC Documents complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) thereto, or, in the case of the unaudited interim statements, to as permitted by Rule 10-01 of Regulation S-X under the extent they exclude footnotes or may be condensed or summary statementsExchange Act) and fairly present presented, in all material respects accordance with applicable requirements of GAAP and the financial position applicable rules and regulations of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended SEC (subject, in the case of the unaudited interim statements, to normal year-end audit normal, recurring adjustments, none of which are material). Neither , the Company nor any consolidated financial position of its subsidiaries has any material indebtednessCPA14 and the CPA14 Subsidiaries, obligations or liabilities taken as a whole, as of any kind (whether accruedtheir respective dates and the consolidated statements of income and the consolidated cash flows of CPA14 and the CPA14 Subsidiaries for the periods presented therein, absolutein each case, contingent or otherwise, and whether due or except to become due) that would the extent such financial statements have been modified or superseded by later CPA14 SEC Documents filed and publicly available prior to the date of this Agreement. No CPA14 Subsidiary is required to make any filing with the SEC. (ii) CPA14 maintains a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations, (B) access to assets is permitted only in accordance with management’s general or specific authorization and (C) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (iii) CPA14’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that (A) all information (both financial and non-financial) required to be reflected in, reserved against or otherwise described disclosed by CPA14 in the financial statements reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in rules and forms of the SEC Documents and (B) all such information is accumulated and communicated to CPA14’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of CPA14 required under the Exchange Act with respect to such reports. (iv) Since December 31, 2009, CPA14 has not received any notification of (A) a “significant deficiency” or was not incurred (B) a “material weakness” in CPA14’s internal controls. For purposes of this Agreement, the ordinary course terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Release 2004-001 of business consistent with the Company's past practices since Public Company Accounting Oversight Board, as in effect on the last date of such financial statementsthis Agreement.

SEC Documents. The Company (a) Kimberly-Clark has made available filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and other documents (including exhibits thereto and information incorporated therein) required to be filed or furnished by it with or to the Investors true and complete copies of SEC pursuant to the Exchange Act or the Securities Act since January 1, 2024 (such documents filed with or furnished to the SEC Documents. The Company has not provided since such date, including those filed with or furnished to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior SEC subsequent to the date hereof by of this Agreement (but excluding the CompanyJoint Proxy Statement and the Form S-4, but which has not been so disclosed. As of their respective dateseach as may be amended or supplemented), in each case as may be amended or supplemented, the “Kimberly-Clark SEC Documents Documents”). (b) Each Kimberly-Clark SEC Document, at the time of its filing or being furnished, complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Exchange Securities Act, the Exchange Act and rules and regulations the Sarbanes-Oxley Act. Each Kimberly-Clark SEC Document, as of the time of its filing (or, if amended or supplemented prior to the date of this Agreement, then at the time of such amendment or supplement), did not, and any Kimberly-Clark SEC promulgated thereunder and Document filed with or furnished to the SEC Documents did subsequent to the date of this Agreement will not at the time of its filing, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading. The financial statements of the Company included . (c) Kimberly-Clark is in the SEC Documents complied compliance in all material respects with the applicable accounting requirements listing and the published corporate governance rules and regulations of Nasdaq. (d) Kimberly-Clark maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that all information required to be disclosed by Kimberly-Clark in its filings with the SEC under the Exchange Act is recorded and reported on a timely basis to the individuals responsible for the preparation of Kimberly-Clark’s filings with the SEC under the Exchange Act. Kimberly-Clark maintains internal control over financial reporting (as defined in Rule 13a-15 or other applicable rules and regulations with respect thereto at 15d-15, as applicable, under the time of such inclusionExchange Act). Such internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements have been prepared for external purposes in accordance with generally accepted GAAP. As of the date hereof, neither Kimberly-Clark nor, to Kimberly-Clark’s Knowledge, Kimberly-Clark’s independent registered public accounting principles applied on a consistent basis during the periods involved (except firm has identified or been made aware of (i) any “significant deficiencies” or “material weaknesses” (as may defined by the Public Company Accounting Oversight Board) in the design or operation of Kimberly-Clark’s internal controls over financial reporting that would reasonably be otherwise indicated expected to adversely affect Kimberly-Clark’s ability to record, process, summarize and report financial data, in such financial statements or the notes thereto each case which has not been subsequently remediated or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Kimberly-Clark’s internal controls over financial reporting. (e) Each of the consolidated balance sheets included in or incorporated by reference into Kimberly-Clark SEC Documents (including the related notes and schedules) fairly presents or, in the case of unaudited interim statementsKimberly-Clark SEC Documents filed after the date of this Agreement, to the extent they exclude footnotes or may be condensed or summary statements) and will fairly present present, in each case, in all material respects respects, the consolidated financial position of Kimberly-Clark and the Company Kimberly-Clark Subsidiaries, as of the dates thereof date of such balance sheet, and each of the consolidated statements of income, comprehensive income, stockholders’ equity and cash flows included in or incorporated by reference into Kimberly-Clark SEC Documents (including any related notes and schedules) fairly presents, or, in the case of Kimberly-Clark SEC Documents filed after the date of this Agreement, will fairly present, in each case, in all material respects, the results of operations operations, retained earnings (loss) and cash flows changes in financial position, as the case may be, of Kimberly-Clark and the Kimberly-Clark Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited interim statements, to normal year-end audit adjustmentsadjustments that are not or will not be material in amount or effect). Neither , in each case in accordance with GAAP consistently applied during the Company nor any of its subsidiaries has any material indebtednessperiods involved, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to except as may be reflected in, reserved against or otherwise described in the financial statements noted therein or in the notes thereto in accordance thereto. (f) No Kimberly-Clark Subsidiary is required to file periodic reports with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in pursuant to the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsExchange Act.

SEC Documents. The Company has made available (a) On the date the Offer is commenced, Parent shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act with respect to the Investors true Offer (together with all amendments and complete copies supplements thereto and including the exhibits thereto, the "SCHEDULE TO"), and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer, which shall be filed as part of the SEC DocumentsSchedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). The Company has not provided hereby consents to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to inclusion in the date hereof Offer Documents of the recommendations of the Company Board and the Special Committee described in Section 1.2(a). Concurrently with the filing of the Schedule TO by the Company, but which has not been so disclosed. As of their respective datesParent, the Company shall file with the SEC Documents complied a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (v) of Section 1.2(a) hereof. (b) Parent will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply in all material respects with the requirements provisions of applicable Federal and state securities Laws. The information provided and to be provided by Parent or the Exchange ActCompany for use in the Schedule TO, the Offer Documents and rules and regulations of the Schedule 14D-9 shall not, on the date first filed with the SEC promulgated thereunder and or first published, sent or provided to stockholders, as the SEC Documents did not case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements Parent will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, to be filed with the SEC and to be disseminated to holders of the Company included Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Each of Parent, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the SEC Offer Documents complied in all material respects with applicable accounting requirements and the published rules Schedule 14D-9 if and regulations to the extent that it shall have become false and misleading in any material respect and Parent will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or other applicable rules dissemination to stockholders of the Company. The Special Committee and regulations its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written comments that the Company or its counsel may receive from the SEC or its staff with respect thereto at to the time Schedule 14D-9 promptly after the receipt of such inclusion. Such financial statements have been prepared in accordance comments and Parent agrees to provide the Company and its counsel with generally accepted accounting principles applied on a consistent basis during copies of any written comments that Parent, or its counsel may receive from the periods involved (except (i) as may be otherwise indicated in such financial statements SEC or the notes thereto or (ii) in the case of unaudited interim statements, its staff with respect to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects Offer Documents promptly after the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date receipt of such financial statementscomments.

SEC Documents. The Company has made available to the Investors true filed all required reports, schedules, forms, statements and complete copies of other documents with the SEC since July 31, 1992 (the "SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed"). As of their respective dates, 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, as the case may be, and the rules and regulations of the SEC promulgated thereunder and applicable to such SEC Documents, and, at the time of filing, none of the SEC Documents did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles (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 (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the results their consolidated statements of operations operations, stockholders' equity and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal and recurring year-end audit adjustmentsadjustments which were and are not expected to have a Material Adverse Effect). Neither Except as and to the extent set forth on the consolidated balance sheet of the Company and the Subsidiaries as at July 30, 1995, including the notes thereto, neither the Company nor any of its subsidiaries Subsidiary has any material indebtedness, obligations liability or liabilities obligation of any kind nature (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that which would have been be required to be reflected inon a balance sheet, reserved against or otherwise described in the financial statements or in the notes thereto thereto, prepared in accordance with GAAPgenerally accepted accounting principles, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since July 30, 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 past practices since SEC Documents and all amendments and modifications thereto, as well as, to the last date of such financial statementsextent any shall exist, 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 effect.

SEC Documents. The Company has made available (a) On the date the Offer is commenced, the Parent and the Purchaser shall file with the United States Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule 14D-1 in accordance with the Exchange Act with respect to the Investors true Offer (together with all amendments and complete copies supplements thereto and including the exhibits thereto, the "Schedule 14D-1"). The Schedule 14D-1 will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "Offer Documents"). Concurrently with the filing of the Schedule 14D-1 by the Parent and the Purchaser, the Company shall file with the SEC Documentsa Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 3.2(a) hereof. The Company has not provided and its counsel shall be given a reasonable opportunity to review and comment upon the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly Schedule 14D-1 and all amendments and supplements thereto prior to their filing with the date hereof by SEC or dissemination to stockholders of the Company. (b) The Parent and the Purchaser shall take all steps necessary to ensure that the Offer Documents, but which has not been so disclosed. As of their respective datesand the Company shall take all steps necessary to ensure that the Schedule 14D-9, the SEC Documents complied will comply in all material respects with the requirements provisions of applicable federal and state securities Laws. The information provided and to be provided by the Exchange ActParent, the Purchaser or the Company for use in the Schedule 14D-1, the Offer Documents and rules and regulations of the Schedule 14D-9 shall not, on the date first filed with the SEC promulgated thereunder and or first published, sent or provided to stockholders, as the SEC Documents did not case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements Each of the Parent and the Purchaser shall take all steps necessary to cause the Offer Documents, and the Company included shall take all steps necessary to cause the Schedule 14D-9, to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable federal and state securities Laws. Each of the Parent and the Purchaser, on one hand, and the Company, on the other hand, shall promptly correct any information provided by it for use in the SEC Offer Documents complied in all material respects with applicable accounting requirements and the published rules Schedule 14D-9 if and regulations to the extent that it shall have become false and misleading in any material respect. The Purchaser shall take all steps necessary to cause the Offer Documents, and the Company shall take all steps necessary to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable federal and state securities Laws. The Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or other applicable rules dissemination to stockholders of the Company. The Company agrees to provide the Purchaser and regulations its counsel with copies of any written comments that the Company or its counsel may receive from the SEC or its staff with respect thereto at to the time Schedule 14D-9 promptly after the receipt of such inclusion. Such financial statements have been prepared in accordance comments and each of the Parent and the Purchaser agrees to provide the Company and its counsel with generally accepted accounting principles applied on a consistent basis during copies of any written comments that the periods involved (except (i) as Parent, the Purchaser or their respective counsel may be otherwise indicated in such financial statements receive from the SEC or the notes thereto or (ii) in the case of unaudited interim statements, its staff with respect to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects Offer Documents promptly after the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date receipt of such financial statementscomments.

SEC Documents. The Company (a) CRA has made available filed all forms, reports and documents required to be filed by it with the Investors true Securities and complete copies of Exchange Commission ("SEC") since May 3, 1995 (collectively, the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed"CRA Reports"). As of their respective dates, the CRA Reports and any such reports, forms and other documents filed by CRA with the SEC Documents complied after the date of this Agreement (i) complied, or will comply, as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations of the SEC promulgated thereunder and the SEC Documents (ii) did not not, or will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included representation in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or clause (ii) of the preceding sentence shall not apply to any misstatement or omission in the case of unaudited interim statements, any CRA Report filed prior to the extent they exclude footnotes date of this Agreement which was superseded by a subsequent CRA Report filed prior to the date of this Agreement. No CRA Subsidiary is required to file any report, form or may be condensed other document with the SEC. (b) Each of the consolidated balance sheets of CRA included in or summary statementsincorporated by reference into the CRA Reports (including the related notes and schedules) and fairly present in all material respects presents the consolidated financial position of CRA and the Company CRA Subsidiaries as of its date, and each of the dates thereof consolidated statements of income, retained earnings and cash flows of CRA included in or incorporated by reference into the CRA Reports (including any related notes and schedules) fairly presents the results of operations operations, retained earnings or cash flows, as the case may be, of CRA and cash flows the CRA Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited interim statements, to normal year-end audit adjustmentsadjustments 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. Neither the Company CRA nor any of its subsidiaries the CRA Subsidiaries has any material indebtedness, liabilities or obligations or liabilities of any kind nature (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been be required to be reflected on, or reserved against in, reserved against or otherwise described in the financial statements a balance sheet of CRA or in the notes thereto thereto, prepared in accordance with GAAPgenerally accepted accounting principles consistently applied, which was not fully except for (i) liabilities or obligations that were so reserved on, or reflected in, reserved against or otherwise described in the financial statements or (including the notes thereto included in to), the SEC Documents consolidated balance sheet of CRA as of December 31, 1996; (ii) liabilities or was not incurred obligations arising in the ordinary course of business consistent with since December 31, 1996 and (iii) liabilities or obligations which would not, individually or in the Company's past practices since the last date of such financial statementsaggregate, have a CRA Material Adverse Effect.

SEC Documents. The Company has made available to the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors Investor any information that, which according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, Company but which has not been so disclosed. As of their respective datesdates or their restated dates (if so restated), the SEC Documents complied complied, and all similar documents filed with the SEC prior to the Closing Date will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents did not contain contained, nor will any similar document filed with the SEC prior to the Closing Date contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied Documents, as of the dates thereof (or the restated dates, if so restated), complied, and all similar documents filed with the SEC prior to the Closing Date will comply, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or and other applicable rules and regulations with respect thereto at the time of such inclusionthereto. Such financial statements have been were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude may not include footnotes or may be condensed or summary statementsstatements as permitted by Form 10-QSB of the SEC) and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The (i) To the extent complete and correct copies are not available on the SEC’s website, the Company has made available to the Investors true Parent complete and complete correct copies of all reports, schedules, forms, statements and other documents filed with or furnished to the SEC by the Company since October 1, 2006 (such documents available on the SEC’s website or made available to Parent, together with all information incorporated therein by reference, the “SEC Documents”). The Since October 1, 2006, the Company has not provided filed with or furnished to the Investors any information thatSEC each report, according schedule, form, statement or other document or filing required by Law to applicable law, rule be filed or regulation, should have been disclosed publicly furnished by the Company at or prior to the date hereof by time so required. No Subsidiary of the CompanyCompany is required to file or furnish any report, but which has not been so disclosedschedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC Document, and rules and regulations none of the SEC promulgated thereunder and Documents at the SEC Documents did not contain time it was filed or furnished contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document filed or furnished and publicly available prior to the date of this Agreement (a “Filed SEC Document”) has been revised or superseded by a later filed or furnished 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. 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 October 1, 2006 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 financial statements (including the related notes) of the Company included in the SEC Documents complied complied, at the time the respective statements were filed, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been thereto, were prepared in accordance with 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 (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim quarterly financial statements, to normal and recurring year-end audit adjustments). Neither Except as set forth in the most recent audited financial statements (including the notes thereto) included in the Filed SEC Documents (the “Baseline Financials”), the Company nor any of and its subsidiaries has any Subsidiaries have no material indebtedness, liabilities or obligations or liabilities of any kind nature (whether accrued, absolute, contingent or otherwise) other than such liabilities or obligations (A) with respect to or arising from the transactions contemplated by this Agreement, and whether due or to become due(B) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with past practice after the date of the Baseline Financials but prior to the date of this Agreement, (C) incurred on or after the date of this Agreement that is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or (D) clearly disclosed in the unaudited financial statements (including the notes thereto) included in the Company's past practices ’s Form 10-Q for the period ended June 30, 2010, filed with the SEC on August 5, 2010. (ii) The Company is in compliance in all material respects with the provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder (collectively, “SOX”) applicable to it. The Company has promptly disclosed, by filing a Form 8-K, any change in or waiver of the Company’s code of ethics, as required by Section 406(b) of SOX. To the knowledge of the Company, there have been no violations of provisions of the Company’s code of ethics since the last date adoption of such code of ethics, including any minor violations not material to the Company’s business. (iii) The principal executive officer of the Company and the principal financial statementsofficer of the Company each has made all certifications required by Rule 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of SOX, as applicable, with respect to the SEC Documents, and the statements contained in such certifications were accurate as of the date they were made. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any of its Subsidiaries has outstanding, or has arranged any outstanding, “extension of credit” to directors or executive officers within the meaning of Section 402 of SOX. (iv) Neither the Company nor any of its Subsidiaries is a party to or bound by, or has any commitment to become a party to or bound by, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the purpose or intended or known result or effect of such joint venture, partnership or Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or any of its Subsidiaries’ published financial statements or other SEC Documents. (v) The Company maintains “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) in compliance with the Exchange Act. (vi) The Company maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) in compliance with the Exchange Act.

SEC Documents. The Company has made available to the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as applicable, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available (a) As soon as practicable on the date the Offer is commenced, Parent and the Purchaser shall file with the United States Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule 14D-1 in accordance with the Exchange Act with respect to the Investors true Offer (together with all amendments and complete copies supplements thereto and including the exhibits thereto, the "Schedule 14D-1" and the Schedule 14D-1 together with all amendments, supplements and exhibits thereto, including the Offer to Purchase, being collectively the "Offer Documents"). Concurrently with the commencement of the Offer, the Company shall file with the SEC Documents. The Company has not provided a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule 14D-9"), which shall, subject to the Investors any information that, according to fiduciary duty of the Board under applicable law, rule or regulationcontain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and the Purchaser will take all steps necessary to ensure that the Offer Documents, should have been disclosed publicly prior and the Company will take all steps necessary to ensure that the date hereof by the CompanySchedule 14D-9, but which has not been so disclosed. As of their respective dates, the SEC Documents complied will comply in all material respects with the requirements provisions of applicable Federal and state securities Laws and, on the Exchange Act, and rules and regulations of date filed with the SEC promulgated thereunder and on the SEC Documents did date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit 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, except that Parent and the Purchaser make no representation with respect to information furnished by the Company for inclusion in the Offer Documents and the Company makes no representa- tion with respect to information furnished by Parent or the Purchaser for inclusion in the Schedule 14D-9. The information supplied in writing by the Company for inclusion in the Offer Documents and by Parent or the Purchaser for inclusion in the Schedule 14D-9 will not contain any untrue statement of a material fact or omit 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. Each of Parent and the Purchaser will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Each of Parent and the Purchaser, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and the Purchaser will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The financial statements Company agrees to provide in writing Parent and its counsel with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and shall provide Parent and its counsel an opportunity to participate, including by way of discussions with the SEC or its staff, in the response of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of to such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementscomments.

SEC Documents. The Company BreitBurn Parent has made available to the Investors true and complete copies of filed timely with the SEC Documents. The Company has not provided all forms, registration statements, reports, schedules and statements required to be filed by it under the Investors any information that, according to applicable law, rule Exchange Act or regulation, should have been disclosed publicly the Securities Act (all such documents filed on or prior to the date hereof by the Companyof this Agreement, but which has not been so disclosed. As of their respective datescollectively, the “BreitBurn Parent SEC Documents complied Documents”). The BreitBurn Parent SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “BreitBurn Parent Financial Statements”), at the time filed (in all material respects with the requirements case of registration statements, solely on the Exchange Act, and rules and regulations dates of effectiveness) (except to the extent corrected by a subsequently filed BreitBurn Parent SEC promulgated thereunder and Document filed prior to the SEC Documents date hereof) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (in the case of any prospectus, in light of the circumstances under which they were made, ) not misleading. The financial statements , (ii) complied as to form in all material respects with the applicable requirements of the Company included Exchange Act and the Securities Act, as applicable, (iii) in the SEC Documents case of the BreitBurn Parent Financial Statements, complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at thereto, (iv) in the time case of such inclusion. Such financial statements have been the BreitBurn Parent Financial Statements, were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and (iiv) in the case of unaudited interim statementsthe BreitBurn Parent Financial Statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company BreitBurn Parent and its Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in ended. PricewaterhouseCoopers LLP is an independent registered public accounting firm with respect to BreitBurn Parent and the case General Partner and has not resigned or been dismissed as independent registered public accountants of unaudited interim statements, to normal year-end audit adjustments). Neither BreitBurn Parent and the Company nor any General Partner as a result of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance connection with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements any disagreement with BreitBurn Parent or the notes thereto included in the SEC Documents General Partner on a matter of accounting principles or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such practices, financial statementsstatement disclosure or auditing scope or procedure.

SEC Documents. The Company has made available Shoney's and TPAC have delivered to the Investors Enterprises true and complete copies of each report, schedule, registration statement and definitive proxy statement filed with the SEC Documents. The Company by or with respect to Shoney's or any of its Subsidiaries (as any such document has not provided to since the Investors any information that, according to applicable law, rule or regulation, should have time of its filing been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective datesamended, the "Shoney's SEC Documents Documents") since January 1, 1993, which are all the documents (other than preliminary material) that were required to be filed with the SEC by Shoney's or any of its Subsidiaries since such date. To Shoney's Knowledge, each of the Shoney's SEC Documents, as of its respective date, complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and rules and regulations none of the SEC promulgated thereunder and the Shoney's SEC Documents did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except for such statements or omissions as would not have a Material Adverse Effect on Shoney's and its Subsidiaries, taken as a whole. The To Shoney's Knowledge, the financial statements (including the accompanying notes) included in any of the Company included in the Shoney's SEC Documents Documents, as of their respective dates, complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been thereto, were prepared in accordance with generally accepted accounting principles (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 indicated (except (i) as may be otherwise indicated therein or in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the consolidated financial position of the Company Shoney's and Shoney's consolidated Subsidiaries as of the dates thereof and the consolidated results of the operations and cash flows of Shoney's and Shoney's consolidated Subsidiaries for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustmentsadjustments described therein). Neither the Company nor any of its subsidiaries has any To Shoney's Knowledge, all material indebtednessagreements, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, contracts and whether due or to become due) that would have been other documents required to be reflected infiled as exhibits to any of the Shoney's SEC Documents have been so filed. Since January 1, reserved against or otherwise described in the financial statements or in the notes thereto in accordance 1993, Shoney's has timely filed with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in all reports, registration statements and other filings required to be filed by the ordinary course of business consistent with the CompanySEC's past practices since the last date of such financial statementsrules and regulations.

SEC Documents. The Company has made available to the Investors Investor ------------- true and complete copies of the SEC Documents. The Company has not provided to the Investors Investor any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company PVY has made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to the Investors SUG a true and complete copies copy of (i) each report, schedule, registration statement (other than on Form S-8), and definitive proxy statement filed by PVY or ProvGas with the SEC since September 30, 1998 through the Closing Date in substantially the form filed with the SEC (the "PVY SEC Documents. The Company has not provided to ") and (ii) the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosedPVY Audited Financials. As of their respective dates, the PVY SEC Documents Documents, including without limitation any financial statements or schedules included therein, complied (or will comply), in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such PVY SEC Documents, and the SEC Documents did not (or will not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of the Company PVY and ProvGas included in the PVY SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of PVY Audited Financials (collectively, the SEC "PVY Financial Statements") were (or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been will be) prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved GAAP (except (i) as may be otherwise indicated therein or in such financial statements or the notes thereto or (ii) in the case of and except with respect to unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsstatements as permitted by Form 10-Q) and fairly present (or will fairly present) in all material respects the financial position of PVY and its Subsidiaries, or ProvGas, as the Company case may be, as of the respective dates thereof and or the results of operations and cash flows for the respective periods then ended (ended, as the case may be, subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any adjustments which are not material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsaggregate.

SEC Documents. The Company has made available to the Investors Purchaser true and complete copies of the SEC Documents. The Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2003 and each report, proxy statement or registration statement filed by the Company has not provided with the Securities and Exchange Commission (the "SEC") pursuant to the Investors any information thatSecurities Exchange Act of 1934, according to applicable law, rule as amended (the "EXCHANGE ACT") or regulation, should have been disclosed publicly prior to the Securities Act since the filing of such Annual Report through the date hereof by (collectively such documents are referred to as the Company, but which has not been so disclosed"SEC DOCUMENTS"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAPGAAP and the published rules and regulations of the SEC, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements. There is no information which has not been publicly disclosed which, in the good faith judgment of the Company, would cause a reasonable investor to not make the investment contemplated hereby.

SEC Documents. Undisclosed Liabilities; Press Releases. (i) The Company has made available to the Investors true filed all required reports, schedules, forms, statements and complete copies of other documents with the SEC Documents. The Company has not provided to since March 31, 1994 (the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed"COMPANY SEC DOCUMENTS"). As of their respective datesdates (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, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC in the case of unaudited statements) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries 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 interim statements, to normal year-end audit adjustments). Neither . (ii) None of the press releases issued by the Company nor since March 31, 1994 contained at the time of issuance any untrue statement of its subsidiaries has any a material indebtednessfact or omitted to state a material fact necessary in order to make the statements therein, obligations or liabilities in light of any kind the circumstances under which they were made, not misleading. (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.e)

SEC Documents. The Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company has made available timely filed all reports, schedules, forms, statements, documents, contracts and agreements required to be filed by it with the Commission pursuant to the Investors true and complete copies reporting requirements of the Exchange Act (the “SEC Documents”). The Company has not provided to Each description of a contract, document or other agreement in the Investors any information thatRegistration Statement, according to applicable lawthe General Disclosure Package and the Prospectus accurately reflects in all material respects the terms of the underlying contract, rule document or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosedother agreement. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, Act and the rules and regulations of the SEC Commission promulgated thereunder and applicable to the SEC Documents did not contain Documents, and none of the SEC Documents, at the time they were filed with the Commission, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The As of the date hereof, the SEC Documents, when taken in their entirety with the Registration Statement, the General Disclosure Package and the Prospectus, shall not contain any untrue statements of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the date upon which they were made and the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents (the “Company Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations Commission with respect thereto as in effect at the time of such inclusionthe filing. Such financial statements The Company Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during GAAP, consistently applied. Each contract, document or other agreement described in the periods involved (Registration Statement, the General Disclosure Package and the Prospectus or filed with the Commission is, or upon consummation of the transactions contemplated hereby will be, in full force and effect and is valid and enforceable in all material respects by and against the Transaction Entities or any of the Subsidiaries, as the case may be, in accordance with its terms, except (i) such contracts or other agreements that have terminated or expired in accordance with their terms as may be otherwise indicated disclosed in such financial statements or the notes thereto or Registration Statement, the General Disclosure Package and the Prospectus, and (ii) in the case of unaudited interim statementsas enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity and, with respect to equitable relief, the extent they exclude footnotes or discretion of the court before which any proceeding therefor may be condensed brought (regardless of whether enforcement is sought in a proceeding at law or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustmentsequity). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due with respect to indemnification thereunder, except as rights may be limited by applicable law or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of policies underlying such financial statementslaw.

SEC Documents. (a) The Company has made available filed all forms, reports and documents required to be filed by it with the Investors true Securities and complete copies of Exchange Commission (the SEC Documents. The Company has not provided to "SEC") since its formation (collectively, together with the Investors any information that1999 Form 10-KSB defined below, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed"COMPANY REPORTS"). As of their respective dates, the SEC Documents Company Reports filed prior to the date hereof (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations of the SEC promulgated thereunder and the SEC Documents (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The financial statements representation in clause (ii) of the preceding sentence shall not apply to any misstatement or omission in any Company included in Report filed prior to the date of this Agreement which was superseded by a subsequent Company Report filed prior to the date of this Agreement. The Company has provided to the Investors a draft of the Form 10-KSB for its fiscal year ended April 30, 1999 which will be filed with the SEC Documents complied on or before August 13, 1999 and which is not expected to be materially different from that provided to the Investors (except to the extent amended to reflect the transactions contemplated hereby) (the "1999 10-KSB"). When filed with the SEC, the 1999 Form 10-KSB (i) will comply as to form in all material respects with the applicable accounting requirements of the Securities Act, the Exchange Act, and the published rules and regulations of the SEC or other applicable rules thereunder and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Company Subsidiary is required to file any report, form or other document with the SEC. Except as set forth in the Company Disclosure Letter neither the Company nor any Company Subsidiary is a party or is subject to any note, bond, mortgage, indenture, contract, lease, license, agreement, understanding, instrument, bid or proposal that is required to be described in or filed as an exhibit to any Company Report that is not described in or filed as an exhibit to such Company Report as required by the Securities Act or the Exchange Act, as the case of unaudited interim statements, may be. No event has occurred prior to the extent they exclude footnotes date hereof as a consequence of which the Company would be required to file a Current Report on Form 8-K pursuant to the requirements of the Exchange Act as to which such a report has not been timely filed with the SEC. Any reports, statements and registration statements and amendments thereto (including, without limitation, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by the Company with the SEC after the date hereof shall be provided to the Purchaser no later than the date of such filing. (b) Each of the consolidated balance sheets of Company included in or may be condensed or summary statementsincorporated by reference into the Company Reports (including the related notes and schedules) and fairly present in all material respects presents the consolidated financial position of the Company and the Company Subsidiaries as of its date, and each of the dates thereof consolidated statements of income, retained earnings and cash flows of Company included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents the results of operations operations, retained earnings or cash flows, as the case may be, of the Company and cash flows the Company Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited interim statements, to normal year-end audit adjustmentsadjustments 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. Neither the Company nor any of its subsidiaries the Company Subsidiaries has any material indebtedness, liabilities or obligations or liabilities of any kind nature (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been be required to be reflected on, or reserved against in, reserved against or otherwise described in a balance sheet of the financial statements Company or in the notes thereto thereto, prepared in accordance with GAAPgenerally accepted accounting principles consistently applied, which was not fully except for (i) liabilities or obligations that were so reserved on, or reflected in, reserved against or otherwise described in the financial statements or (including the notes thereto included in to), the SEC Documents consolidated balance sheet of the Company as of April 30, 1999; (ii) liabilities or was not incurred obligations arising in the ordinary course of business consistent with since April 30, 1999 and (iii) liabilities or obligations which would not, individually or in the Company's past practices since the last date of such financial statementsaggregate, have a Company Material Adverse Effect.

SEC Documents. (a) Acquiror Parent has timely filed with or furnished the Commission since January 1, 2016 with all SEC Documents required to be filed or furnished by it. The Company has made available SEC Documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Financial Statements”), at the time filed or furnished (except to the Investors true and complete copies of the extent corrected by a subsequently filed or furnished SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule Document filed or regulation, should have been disclosed publicly furnished prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents Execution Date) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, therein (in the light of the circumstances under which they were made, ) not misleading. The financial statements , (ii) complied in all material respects with the applicable requirements of the Company included in Exchange Act and the SEC Documents Securities Act, as applicable, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC or other applicable rules and regulations Commission with respect thereto at thereto, (iv) in the time case of such inclusion. Such financial statements have been the Financial Statements, were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or the omission of notes to the extent permitted by Regulation S-K or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) and subject, in the case of interim financial statements, to normal year-end adjustments, and (iiv) in the case of unaudited interim statementsthe Financial Statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position condition, results of the Company operations, and cash flows of Acquiror Parent as of the dates thereof and the results of operations and cash flows for the periods then ended indicated therein. (subjectb) The Acquiror Parent has heretofore furnished to the Contributor Parent true, correct and complete copies of any and all submission, filings, amendments or modifications (including Commission comments and responses to Commission comments) which have either (i) not been filed with the Commission but which are expected to be filed in the case same or in a similar form, or (ii) which are not currently publicly available on the Commission’s E▇▇▇▇ system. In addition, the Acquiror Parent has heretofore furnished to the Contributor Parent in unredacted form true, correct and complete copies of unaudited interim statements, to normal year-end audit adjustments). Neither each Exhibit filed with the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, Commission and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements Acquiror Parent’s Annual Report on Form 10-K for the year ended December 31, 2016 or in the notes thereto in accordance with GAAPon Forms 10-Q or 8-K for any later date or period, which was not fully reflected in, reserved against or otherwise described has been filed in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsredacted form pursuant to a confidential treatment request.

SEC Documents. The Company has made available to the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied complied, and all similar documents filed with the SEC prior to each Closing Date will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents did not contain contained, nor will any similar document filed with the SEC prior to each Closing Date contain, any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied Documents, as of the dates thereof, complied, and all similar documents filed with the SEC prior to each Closing Date will comply, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or and other applicable rules and regulations with respect thereto at the time of such inclusionthereto. Such financial statements have been were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude may not include footnotes or may be condensed or summary statementsstatements as permitted by Form 10-QSB of the SEC) and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The (i) Since January 1, 2009, the Company has made available filed with or furnished to the Investors true and complete copies of SEC each report, schedule, form, statement or other document or filing required by the SEC Documents. The Company has not provided Exchange Act or Securities Act to the Investors any information that, according to applicable law, rule be filed or regulation, should have been disclosed publicly furnished at or prior to the date hereof by time so required (such reports, schedules, forms and statements, the Company“SEC Documents”). No Subsidiary of the Company is required to file or furnish any report, but which has not been so disclosedschedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC Document, and rules and regulations none of the SEC promulgated thereunder and Documents at the SEC Documents did not contain time it was filed or furnished contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of the Company included in the SEC Documents complied complied, at the time the respective statements were filed, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been thereto, were prepared in accordance with 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 (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to notes and normal year-end audit adjustments). Neither Except as set forth or disclosed in the financial statements (including the notes thereto) included in the Filed SEC Documents, the Company nor any and its Subsidiaries have no liabilities or obligations (other than pursuant to Contracts entered into in the ordinary course of its subsidiaries has any material indebtedness, obligations or liabilities business) of any kind nature (whether accrued, absolute, contingent or otherwise), and whether due or to become due) except for those that would have been required to be reflected innot, reserved against or otherwise described in the financial statements individually or in the notes thereto in accordance with GAAPaggregate, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsreasonably be likely to have a Company Material Adverse Effect.

SEC Documents. The Company has made available to the Investors Investor true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company To the best knowledge of Sento, Sento has made available to the Investors true and complete copies of timely filed with the SEC Documents. The Company has not provided to the Investors any information thatall required documents, according to applicable law, rule or regulation, should have been disclosed publicly prior to and will timely file all required SEC documents between the date hereof by and the Company, but which has not been so disclosedClosing (all such documents are collectively referred to as the "Sento SEC Documents"). As of their respective dates, the Sento SEC Documents complied or will comply in all material respects with the requirements of the Securities Act or the Securities Exchange ActAct of 1934, as the case may be, and rules and regulations none of the SEC promulgated thereunder and the Sento SEC Documents did not contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary 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 Sento included or to be included in the Sento SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with 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 (i) as may be otherwise indicated therein or in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the consolidated financial position of the Company Sento and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and statements of cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustmentsadjustments and to any other adjustments described therein). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. Since December 31, 1995, 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 December 31, 1995, 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 the Investors Purchaser true and complete copies of the SEC Documents. The Company has not provided to , except the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to exhibits and schedules thereto and the date hereof by the Company, but which has not been so discloseddocuments incorporated therein. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder and applicable to the SEC Documents did not contain Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusionthereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except (ia) as may be otherwise indicated in such financial statements or the notes thereto thereto, or (iib) in the case of unaudited interim statements, to the extent they exclude may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries 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 interim statements, to normal immaterial year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company Parent has made available to the Investors true and complete copies of Company each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by Parent with the SEC Documents. The Company has not provided to since September 30, 1999, each in the Investors form (including exhibits and any information thatamendments thereto) filed with the SEC (collectively, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed"Parent Reports"). As of their respective dates, the SEC Documents complied Parent Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Exchange Securities Act, the Exchange Act and the rules and regulations of the SEC promulgated thereunder and the SEC Documents (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. The financial statements Each of the Company consolidated balance sheets of Parent included in or incorporated by reference into the SEC Documents complied in all material respects with applicable accounting requirements Parent Reports (including the related notes and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (ischedules) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present presents in all material respects the consolidated financial position of the Company Parent and its Subsidiaries as of its date, and each of the dates thereof consolidated statements of income, cash flows and shareholders' equity of Parent 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 and operations, cash flows or changes in shareholders' equity, as the case may be, of Parent and its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited interim 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. Neither Except as reflected in such financial statements, including all notes thereto, and except for liabilities incurred in connection with this Agreement, the Company Stock Option Agreements or the transactions contemplated hereby or thereby, neither Parent nor any of its subsidiaries Subsidiaries has any material indebtedness, liabilities or obligations or liabilities of any kind nature (whether accrued, absolute, contingent or otherwise), other than (i) liabilities and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred obligations arising in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsstatements and (ii) liabilities or obligations which do not have and would not reasonably be expected to have, individually or in the aggregate (together with those described in clause (i)), a Parent Material Adverse Effect.

SEC Documents. The Company has delivered or made available to Wats▇▇ ▇▇▇h registration statement, report, proxy statement or information statement (as defined in Regulation 14C under the Investors true and complete copies Exchange Act) prepared by it since January 1, 1997, which reports constitute all of the SEC Documents. The Company has not provided documents required to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof be filed by the CompanyCompany with the SEC since such date, but which has not been so disclosedeach in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "Company Reports"). As of their respective dates, the SEC Documents Company Reports and any Company Reports filed after the date hereof and prior to the Effective Time (a) complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder thereunder; and the SEC Documents (b) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The financial statements Company has timely filed with the SEC all reports required to be filed under Section 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of the Company included in or incorporated by reference into the SEC Documents complied Company Reports (including any related notes and schedules) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of its date (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not reasonably expected to be material in amount or effect), and each of the consolidated statements of income, retained earnings and cash flows of the Company included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly present in all material respects the results of operations, retained earnings or cash flows, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not reasonably expected to be material in amount or effect). The financial statements of the Company, including the notes thereto, included in or incorporated by reference into the Company Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved GAAP (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) thereto). Since January 1, 1997, there has been no material change in the case of unaudited interim statements, to the extent they exclude footnotes Company's accounting methods or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company principles except as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of to such Company financial statements.

SEC Documents. The Company ONSS has made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to the Investors USXX a true and complete copies copy of each report, schedule, registration statement (other than on Form S-8), and definitive proxy 27 29 statement filed by ONSS with the SEC since June 30, 2000 through the Closing Date in substantially the form filed with the SEC (the "ONSS SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed"). As of their respective dates, the ONSS SEC Documents Documents, including without limitation any financial statements or schedules included therein, complied (or will comply when filed), in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such ONSS SEC Documents, and the SEC Documents did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of the Company ONSS included in the ONSS SEC Documents complied in all material respects with applicable accounting requirements and (collectively, the published rules and regulations of the SEC "ONSS Financial Statements") were (or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been will be when filed) prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved GAAP (except (i) as may be otherwise indicated therein or in such financial statements or the notes thereto or (ii) in the case of and except with respect to unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsstatements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) in all material respects the financial position of the Company ONSS, as of the respective dates thereof and or the results of operations and cash flows for the respective periods then ended (ended, as the case may be, subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any normal, recurring adjustments which are not material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsaggregate.

SEC Documents. The Company Innovex has made available filed all reports required to be filed by it under the Investors true and complete copies Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, pursuant to Section 13(a) or 15(d) thereof, for the three years preceding the date hereof (the foregoing materials being collectively referred to herein as the “SEC Documents. The Company ”), on a timely basis, or has not provided to the Investors received a valid extension of such time of filing and has filed any information that, according to applicable law, rule or regulation, should have been disclosed publicly such SEC Documents prior to the date hereof by the Company, but which has not been so disclosedexpiration of any such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, Act and the rules and regulations of the SEC Commission promulgated thereunder and the SEC Documents did there were no liabilities as of such dates, whether or not contain any untrue statement of a material fact or omit to state a material fact required by generally accepted accounting principles to be stated therein or necessary included in order to make the Innovex’s financial statements thereinin such SEC Documents, in light of the circumstances under which they were made, not misleadingwould have an Innovex Material Adverse Effect. The financial statements of the Company Innovex included in the SEC Documents complied comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations Commission with respect thereto at the time of such inclusionthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statementsthereto, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company Innovex as of and for the dates thereof and the results of operations and cash flows for the periods then ended (ended, subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither Since the Company nor any date of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements included in Innovex’s last filed Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, there has been no event, occurrence or in the notes thereto in accordance with GAAP, development that has had an Innovex Material Adverse Effect which was has not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included been specifically disclosed in the SEC Documents or was in writing to Concorde by Innovex. There are no pending or current transactions between Innovex and any of its Affiliates which are not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsarm’s length.

SEC Documents. The Company (a) Since January 1, 2020 and through the date of this Agreement, ADES has made available to the Investors true filed all forms, reports and complete copies of documents with the SEC Documents. The Company has not provided that have been required to the Investors any information that, according be filed by it pursuant to applicable law, rule or regulation, should have been disclosed publicly Laws prior to the date hereof by of this Agreement (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the Company, but which has not been so disclosed“ADES SEC Documents”). As of their respective datesthe time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), (i) each of the ADES SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and (ii) to the extent such ADES SEC Document was filed pursuant to the Exchange Act, and rules and regulations of the each ADES SEC promulgated thereunder and the SEC Documents Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements To the Knowledge of ADES, as of the Company included in date hereof, none of the ADES SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC Documents complied with respect to any of the ADES SEC Documents. No Subsidiary of ADES is required to file any forms, reports or documents with the SEC. As used in this Section 4.27 the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (b) ADES is in compliance in all material respects with applicable accounting requirements and the published rules and regulations all of the SEC applicable listing and corporate governance rules of Nasdaq. (c) None of the information supplied or other applicable rules and regulations with respect thereto to be supplied by ADES for inclusion or incorporation by reference in the Form S-4 or Proxy Statement/Prospectus will, at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position mailing of the Company as Proxy Statement/Prospectus, including any amendments or supplements thereto, and at the time of the dates thereof and ADES Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the results of operations and cash flows for the periods then ended (subjectstatements therein, in the case light of unaudited interim statementsthe circumstances under which they are made, not misleading. Notwithstanding the foregoing, ADES make no representation or warranty with respect to normal year-end audit adjustments). Neither the Company nor any information supplied by Arq or any of its subsidiaries has any material indebtedness, obligations Representatives for inclusion or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described incorporation by reference in the financial statements Form S-4 or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsProxy Statement/Prospectus.

SEC Documents. The Company has made available filed all reports required to be ------------- filed by it under the Investors true and complete copies of Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to two years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the Companyforegoing materials being collectively referred to herein as the "SEC DOCUMENTS" and, but which together with ------------- the Schedules to this Agreement the "DISCLOSURE MATERIALS") on a timely basis, -------------------- or has not been so disclosedreceived a valid extension of such time of filing. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, Act and the rules and regulations of the SEC Commission promulgated thereunder thereunder, and none of the SEC Documents did not contain Documents, when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations Commission with respect thereto at the time of such inclusionthereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated specified in such financial statements or the notes thereto or (ii) in the case of unaudited interim statementsthereto, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended (shown, subject, in the case of unaudited interim statements, to normal year-end audit adjustments. Except as set forth in the Risk Factors Memorandum attached hereto as Exhibit "D" (the RISK FACTORS ----------- ------------ MEMORANDUM"). Neither , since the Company nor any date of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents ----------- Company's last filed Quarterly Report on Form 10-Q, there has been no event, occurrence or was development that has had or that would reasonably expected to have or result in a Material Adverse Effect which has not incurred been specifically disclosed in writing to the ordinary course of business consistent with Purchasers by the Company's past practices since the last date of such financial statements.

SEC Documents. (a) The Company has delivered or made available to the Investors Parent true and complete copies of each registration statement, proxy or information statement, form, report and other documents required to be filed by it with the SEC Documents. The Company has not provided to since January 1, 1997 (collectively, the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed"SEC Reports"). As of their respective dates, the SEC Documents complied Reports (i) complied, or, with respect to those not yet filed, will comply, in all material respects with the applicable requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder Securities Act and the SEC Documents Exchange Act and (ii) did not, or, with respect to those not yet filed, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The financial statements Company has filed all required SEC Reports required to be filed by it under the Exchange Act since November 1, 1996. The Company has heretofore made available or promptly will make available to Parent a complete and correct copy of all amendments or modifications to any SEC Report which has been filed prior to the date hereof or which is required to be filed but has not yet been filed with the SEC. (b) Each of the consolidated balance sheets of the Company included in or incorporated by reference into the SEC Documents complied Reports (including the related notes and schedules) presents fairly, in all material respects with applicable accounting requirements and respects, the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of its date, and each of the dates thereof consolidated statements of income, retained earnings and cash flows of the Company included in or incorporated by reference into the SEC Reports (including any related notes and schedules) presents fairly, in all material respects, the results of operations operations, retained earnings or cash flows, as the case may be, of the Company and cash flows its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither , in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. (c) Except as set forth in Section 4.8(c) of the Company Disclosure Schedule and except as set forth in the SEC Reports, neither the Company nor any of its subsidiaries Subsidiaries has any material indebtedness, liabilities or obligations or liabilities of any kind nature (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been be required to be reflected on, or reserved against in, reserved against or otherwise described in a consolidated balance sheet of the financial statements Company and its Subsidiaries or in the notes thereto thereto, prepared in accordance with GAAPGAAP consistently applied, which was not fully except for (i) liabilities or obligations that were so reserved on, or reflected in, reserved against or otherwise described in the financial statements or (including the notes thereto included in to), the SEC Documents consolidated balance sheet of the Company as of August 8, 1998, (ii) liabilities or was not incurred obligations arising in the ordinary course of business consistent with (including trade indebtedness) since August 8, 1998 and (iii) liabilities or obligations which would not, individually or in the Company's past practices since the last date of such financial statementsaggregate, have a Material Adverse Effect.

SEC Documents. The Company (i) Each of Cabot and Cabot LP has made available to the Investors CalWest a true and complete copies copy of each report, schedule, registration statement, other statement (including proxy statements) and information filed by Cabot and Cabot LP with the SEC since its inception and prior to or on the Closing Date (the "Cabot SEC Documents"), which are all the documents (other than preliminary material) that each of Cabot and Cabot LP was required to file with the SEC between its inception and the Closing Date pursuant to the federal securities laws and the SEC rules and regulations thereunder. Section 4.1(e)(i) of the Cabot Disclosure Letter accurately lists each Cabot SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly Document filed prior to the date hereof by the Company, but which has not been so disclosedof this Agreement. As of their respective dates, the Cabot 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, as the case may be, and the rules and regulations of the SEC promulgated thereunder and the applicable to such Cabot SEC Documents did not contain and none of the Cabot SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later Cabot SEC Documents filed and publicly available prior to the date of this Agreement. Neither Cabot nor Cabot LP has any outstanding and unresolved comments from the SEC with respect to any of the Cabot SEC Documents. None of the Cabot SEC Documents is the subject of any confidential treatment request by Cabot or Cabot LP. The consolidated financial statements of Cabot and Cabot LP (including the Company notes thereto) included in the Cabot SEC Documents complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been thereto, were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) thereto, or, in the case of the unaudited interim statements, to as permitted by Rule 10-01 of Regulation S-X of the extent they exclude footnotes or may be condensed or summary statementsSEC) and fairly present presented, in all material respects accordance with applicable requirements of GAAP and the financial position applicable rules and regulations of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended SEC (subject, in the case of the unaudited interim statements, to normal year-end audit normal, recurring adjustments, none of which are material). Neither , the Company nor any assets, liabilities and the consolidated financial position of its subsidiaries has any material indebtednessCabot and the Cabot Subsidiaries, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwisetaken as a whole, and whether due or to become due) that would have been required to be Cabot LP as of their respective dates and the consolidated statements of income and the consolidated cash flows of Cabot and the Cabot Subsidiaries taken as a whole, and Cabot LP for the periods presented therein. The books of account and other financial records of Cabot and the Cabot Subsidiaries are accurately reflected in, reserved against or otherwise described in all material respects in the financial statements or included in the notes thereto Cabot SEC Documents. Other than Cabot and Cabot LP, no Cabot Subsidiary is required to make any filing with the SEC. (ii) The GP Units, LP Units and the Preferred Units are not registered under Section 12 of the Exchange Act. (iii) Section 4.1(e)(iii) of the Cabot Disclosure Letter sets forth a true and complete copy of the unaudited consolidated balance sheet of Cabot as at September 30, 2001 (the "Balance Sheet") and the unaudited consolidated statements of income for the nine months ended September 30, 2001 and September 30, 2000 (together with the Balance Sheet, the "Interim Financial Information"). The Interim Financial Information was prepared in accordance with GAAPGAAP (except for the absence of footnotes) applied on a basis consistent with the consolidated financial statements included in the Cabot SEC Documents and fairly presents (subject to normal recurring adjustments, none of which was not fully are material), the assets, liabilities, consolidated financial position and consolidated statements of income of Cabot and the Cabot Subsidiaries taken as a whole as at and for the periods indicated. The books of account and other financial records of Cabot and the Cabot Subsidiaries are accurately reflected inin all material respects in the Interim Financial Information. A true, reserved against or otherwise described complete and correct copy of the Interim Financial Information is included in Cabot's press release issued to the media and public October 24, 2001. The Interim Financial Information has been reviewed by Cabot's independent public accountants in accordance with the American Institute of Certified Public Accountants' Statement on Auditing Standards No. 71. (iv) The Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 will include without change the Interim Financial Information; provided that the financial statements or the notes thereto included in the SEC Documents or was not incurred such Form 10-Q may include line items that have been combined in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsInterim Financial Information.

SEC Documents. (a) The Company has made available to filed all reports (the Investors true and complete copies of the “SEC Documents. The Company ”) required to be filed by it under the Securities Act and the Exchange Act on a timely basis or has not provided to the Investors timely filed for a valid extension of such time of filing and has filed any information that, according to applicable law, rule or regulation, should have been disclosed publicly such SEC Documents prior to the date hereof by the Company, but which has not been so disclosedexpiration of any such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, Act and the rules and regulations of the SEC promulgated thereunder thereunder, and none of the SEC Documents did not contain Documents, when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto as in effect at the time of such inclusionfiling. Such financial statements have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated specified in such financial statements or the notes thereto or (ii) in the case of unaudited interim statementsthereto, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company and its Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended (ended, subject, in the case of unaudited interim statements, to normal normal, immaterial, year-end audit adjustments). Neither All material agreements to which the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due is a party or to become due) that would have been required to be reflected in, reserved against which the property or otherwise described in assets of the financial statements Company are subject are included as part of or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included specifically identified in the SEC Documents or was not incurred to the extent required by the rules and regulations of the SEC as in effect at the ordinary course time of business consistent filing. 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 past practices since the last date of such financial statements’s filings and reports current in all respects.

SEC Documents. The Company has made available to the Investors Investor true and complete copies of the SEC Documents. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 and each report, proxy statement or registration statement filed by the Company has not provided with the Securities and Exchange Commission (the "SEC") pursuant to the Investors any information thatSecurities Exchange Act of 1934, according to applicable law, rule as amended (the "EXCHANGE ACT") or regulation, should have been disclosed publicly prior to the Securities Act since the filing of such Annual Report through the date hereof by (collectively such documents are referred to as the Company, but which has not been so disclosed"SEC DOCUMENTS"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsDocuments.

SEC Documents. The Company has made available to the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. The Company has filed all documents required to be filed by it under the Exchange Act and Securities Act during the prior three years. As of their respective dates, the SEC Documents (a) complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder thereunder, and the SEC Documents (b) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries Subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAPgenerally accepted accounting principles, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents filed at least two (2) Business Days prior to the Closing Date and available on EDGAR or otherwise provided to the Investors or was not incurred in the ▇▇ ▇▇e ordinary course of business consistent with the Company's past practices since the last date of such financial statements. No other information provided by or on behalf of the Company to the Investors that is not included in the SEC Documents, including, without limitation, information referred to in Section 3.5 of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are or were made, not misleading.

SEC Documents. The Company has made available to the Investors true True and complete copies of the SEC DocumentsDocuments on file as of the Effective Date are available on the SEC’s E▇▇▇▇ system. The To the Company’s knowledge, the Company has not provided to the Investors Investor any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and other federal and state laws, rules and regulations applicable to such SEC Documents, and none of the SEC promulgated thereunder and the SEC Documents did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied comply as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusionthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (ia) as may be otherwise indicated in such financial statements or the notes thereto or (iib) in the case of unaudited interim statements, to the extent they exclude may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither , except in each case to the Company nor any of its subsidiaries has any material indebtedness, obligations extent matters affecting same are generally publicly known or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with publicly announced by the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available to the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors Purchaser the Company's Form 10SB filed with the Commission on December 12, 1997 (the "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 information that, according to applicable law, rule or regulation, should have been disclosed publicly time prior to the date hereof by Closing, the Company, but which "DISCLOSURE MATERIALS") on a timely basis or has not been so disclosedreceived a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective datesdates and subject to comments by the Commission, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, Act and the rules and regulations of the SEC Commission promulgated thereunder thereunder, and none of the SEC Documents did not contain Documents, when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations Commission with respect thereto at the time of such inclusionthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated specified in such financial statements or the notes thereto or (ii) in the case of unaudited interim statementsthereto, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended (ended, subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither Since January 1, 1997, except as specifically disclosed in the SEC Documents, (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 has not incurred any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not other than (x) liabilities incurred in the ordinary course of business consistent with past practice and (y) liabilities not required to be reflected in the Company's past practices since financial statements pursuant to GAAP, (c) the Company has not altered its method of accounting or the identity of its auditors and (d) the Company has not declared or made any payment or distribution of cash or other property to stockholders or officers or directors (other than in compliance with existing Company stock option plans) with respect to its capital stock, or purchased, redeemed (or made any agreements to purchase or redeem) any shares of capital stock. The Company last date of such filed audited financial statementsstatements with the Commission on December 12, 1997, and has not received any comments from the Commission in respect thereof.

SEC Documents. The Company has made available to the Investors true filed all required reports, schedules, forms, statements and complete copies of other documents with the SEC Documentssince December 31, 1996. The Company has not provided to the Investors any information thatAll reports, according to applicable lawschedules, rule or regulationforms, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, statements and other documents filed with the SEC Documents since December 31, 1997 (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, as the case may be, and the rules and regulations of the SEC promulgated thereunder and applicable to such SEC Documents, and, at the time of filing, none of the SEC Documents did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied (the "Company Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles (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 (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results its statements of operations operations, stockholders' equity and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal and recurring year-end audit adjustmentsadjustments which were and are not expected to be material). Neither Except as and to the extent set forth on the balance sheet of the Company nor any of its subsidiaries on April 30, 1998, including the notes thereto, or the Company Disclosure Schedule, the Company has any material indebtedness, obligations no liability or liabilities obligation of any kind nature (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that which would have been be required to be reflected inon a balance sheet, reserved against or otherwise described in the financial statements or in the notes thereto thereto, prepared in accordance with GAAPgenerally accepted accounting principles, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1998 which could not reasonably be expected to have a Material Adverse Effect. The Company has heretofore delivered to Parent complete and correct copies of all of the Company's past practices since SEC Documents and all amendments and modifications thereto, as well as, to the last date of such financial statementsextent any shall exist, 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 effect.

SEC Documents. The Company Parent has made available to the Investors true timely filed all required reports, schedules, forms, statements and complete copies of other documents with the SEC since February 25, 2000 (the "SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none of the 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 financial statements of the Company Parent included in the SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the consolidated financial position of the Company Parent as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). Neither Except as set forth in the Company nor any of its subsidiaries SEC Documents, Parent has any material indebtedness, no liabilities or obligations or liabilities of any kind nature (whether accrued, absolute, contingent or otherwise) which, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements individually or in the notes thereto in accordance with GAAPaggregate, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementswould have a material adverse effect on Parent.