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 Gart has made available to the Investors true and complete copies of timely filed with the SEC Documents. The Company has not provided each report, ------------- proxy statement or information statement required to be filed by Gart for all periods ending on or after December 31, 1999 (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"Gart Reports"). As of their respective dates, the SEC Documents complied Gart Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as applicable, and the respective rules and regulations of the SEC promulgated thereunder and the SEC Documents (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such 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 made therein, in the light of the circumstances under which they were made, not misleading. The None of Gart's subsidiaries is required to file any forms, reports or other documents with the SEC. Each of the consolidated balance sheets of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including the related notes and schedules) fairly presents the consolidated financial position of Gart and its subsidiaries as of its date and each of the consolidated statements of the Company income, retained earnings and cash flows of Gart and its subsidiaries included in or incorporated by reference into the SEC Documents complied Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its subsidiaries for the periods set forth therein (subject to, in all the case of unaudited statements, normal year-end audit adjustments that would not be material respects with applicable accounting requirements and the published rules and regulations of the SEC in amount or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared effect), in each case in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved ("GAAP"), except (i) as may be otherwise indicated in such financial statements noted therein. There are no liabilities of Gart 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) whatsoever that would have been be required by GAAP to be reflected in, reserved against or otherwise described in the financial statements or in on a consolidated balance sheet of Gart (including the notes thereto in accordance with GAAPthereto), which was not fully reflected inother than: (x) liabilities incurred since January 29, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred 2000 in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the Companyconsummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's past practices since most recent balance sheet delivered to the last Company prior to the date of such financial statementshereof.

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 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 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 --------------- 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 Except as set forth in Schedule 2.1(j), since April 14, 1997, 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 (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 the date of the financial statements included in the Company's Quarterly Report on Form 10-Q for the period ended September 30, 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 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 (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 on Schedule 2.6(a), 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 December 31, 2002 (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, except as set forth on Schedule 2.6(a), 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. . (b) 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 the 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 set forth on a consolidated balance sheet of the financial statements Company and its consolidated subsidiaries or in the notes thereto in accordance with GAAPand which would reasonably be expected to have a Material Adverse Effect. Since September 30, which was not fully reflected in2004, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not Company has incurred no material liabilities, other than liabilities incurred in the ordinary course of business consistent with past practice. (c) The Company maintains a system of internal control over financial reporting which, to the Company's past practices ’s knowledge, is sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with United States generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorizations, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established and maintained disclosure controls and procedures (as such term is defined in Rule 13a-15 and Rule l5d-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established; the Company’s auditors and the audit committee of the board of directors of the Company have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting; since the last date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls over financial statementsreporting that has materially affected, or is reasonably likely to materially affect the Company’s internal control over financial reporting, including any corrective actions with regard to significant deficiencies and material weaknesses; the principal executive officer and principal financial officer of the Company have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and any related rules and regulations promulgated by the SEC, and the statements contained in any such certification are complete and correct; and the Company is otherwise in material compliance with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act that are effective. (d) All material agreements to which the Company is a party or to which the property or assets of the Company are subject are included as part of or specifically identified in the SEC Documents to the extent required by the rules and regulations of the SEC as in effect at the time of filing of such SEC Documents. All such material agreements required to be filed as exhibits to the SEC Documents that are in effect as of the date hereof are legal, valid and binding obligations of the Company in accordance with their respective terms and, to the knowledge of the Company, the other parties thereto, except in any case as may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and by general equitable principles. The Company is not, nor to its knowledge is any counterparty, in violation of or default under, any material agreement.

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 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 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, including pursuant to Section 13(a) or 15(d) thereof and the Form 10-KSB, as amended, for the year ended December 31, 2005 and the Form 10-QSB for the three months ended March 31, 2006 on a timely basis or has 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; provided, the Company has not received a final determination with respect to comments from the SEC to the Company’s 10-KSB/A for the year ended December 31, 2005 relating to the extent of financial disclosure required by Item 310(a) of Regulation S-B regarding the Company’s predecessor financial statements, but the Company and its independent auditor believe in good faith that the disclosure provided to date conforms with the requirements of the Exchange Act. The 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 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 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 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 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. 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 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 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 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 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 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 delivered (incorporated by reference to the Investors true Company’s filings as reported on the SEC’s web site) to Buyers each registration statement, report, proxy statement or information statement prepared and complete copies of filed with the Securities and Exchange Commission by it since July 31, 2004, each in the form (including exhibits and any amendments thereto) filed with the SEC Documents. The (collectively, 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 disclosedReports”). As of their respective dates, the SEC Documents Company Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (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 Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, in all material respects, the consolidated financial statements position of the Company as of its date, and each of the consolidated statements of income, retained earnings and cash flows included in or incorporated by reference into the SEC Documents complied Company Reports (together with the related notes and schedules) fairly presents, in all material respects with applicable accounting requirements and respects, the published rules and regulations results of operations, retained earnings or cash flows, as the case may be, of the SEC Company for the periods set forth therein (subject to the lack of footnote disclosure and normal year-end audit adjustments which would not be material in amount or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared effect), in each case in accordance with generally accepted accounting principles 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) in the case of unaudited interim statements, noted therein. Except as and to the extent they exclude footnotes or may be condensed or summary statements) and fairly present set forth in all material respects the financial position consolidated balance sheet of the Company at July 31, 2006, including all notes thereto, or as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, set forth in the case of unaudited interim statementsCompany Reports, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any no 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 reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred except liabilities arising in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsdate.

SEC Documents. The Company GM has made available to filed all required reports, schedules, forms, statements and other documents with the Investors true Securities and complete copies of Exchange Commission (the "SEC") since February 16, 1995 (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 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 GM 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") (except, in the case of unaudited statements as permitted by Form 10Q 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 GM as of the dates thereof and the results of operations its 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-year end audit adjustments). Neither Except as set forth in the Company nor any of its subsidiaries filed SEC Documents, GM 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 GAAP to be reflected in, reserved against or otherwise described in the financial statements set forth on a balance sheet of GM or in the notes thereto in accordance with GAAPand which could reasonably be expected to have a material adverse effect on GM, 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 such liabilities incurred in the ordinary course of GM's business consistent with the Company's past practices since the last date of such financial statementsSeptember 30, 1997, which liabilities do not or would not have a material adverse effect on GM.

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 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 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. The Company (a) Since January 1, 2016, each of Parent and EQT MLP has made available to the Investors true and complete copies of filed or furnished with the SEC all forms, reports, schedules and statements required to be filed or furnished under the Securities Act or the Exchange Act (such forms, reports, schedules and statements, collectively, the “Parent 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, each of the Parent SEC Documents Documents, as amended, 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 applicable to such Parent SEC Documents, and none of the Parent SEC Documents did not contain contained, when filed or, if amended prior to the date of this Agreement, 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 and EQT MLP respectively, have made all certifications and statements required by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the related rules and regulations promulgated thereunder with respect to the Parent SEC Documents. As of the date hereof, neither Parent nor EQT MLP nor any of their respective officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date hereof, there are no outstanding or unresolved comments received by Parent from the SEC with respect to any of the Parent SEC Documents. As of the date hereof, to the knowledge of Parent, none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The financial statements of the Company Parent included in the Parent SEC Documents Documents, including all notes and schedules thereto, complied in all material respects respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendment, 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 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) 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 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). 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 position of Parent and its consolidated Subsidiaries as of their respective dates and the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in results of operations and the financial statements or cash flows of Parent and its consolidated Subsidiaries for 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 statementsperiods presented therein.

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 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such reports, schedules, forms, statements and other documents together with any materials filed or furnished by the Company under the Exchange Act, whether or not any such reports were required, are collectively referred to herein 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 dates, the SEC Documents Reports filed by the Company 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 by the Company, 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 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 principles, consistently applied, 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 may 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 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 All material agreements to which the Company nor or any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due Subsidiary is a party or to become due) that would have been which the property or assets of the Company or any Subsidiary are subject are included as part of or identified in the SEC Documents, to the extent such agreements are required to be reflected in, reserved against included or otherwise described in identified pursuant to the financial statements or in rules and regulations of 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 statementsSEC.

SEC Documents. The Company (a) Grey Wolf has filed with the SEC all documents required to be so filed by it since January 1, 2007 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to Basic each registration statement, periodic or other report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the Investors true form (including exhibits and complete copies of any amendments thereto) filed with the SEC Documents(collectively, the “Grey Wolf Reports”). The Company has not provided As used in this Section 3.7, the term “file” shall include any reports on Form 8-K furnished to the Investors any information thatSEC. As 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 Grey Wolf 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 Each of the consolidated balance sheets included in or incorporated by reference into the Grey Wolf Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Grey Wolf and the Grey Wolf Subsidiaries as of its date, and each of the consolidated statements of the Company operations, cash flows and changes in stockholders’ equity included in or incorporated by reference into the SEC Documents Grey Wolf Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of Grey Wolf and the Grey Wolf Subsidiaries for the periods set forth therein (such consolidated balance sheets and consolidated statements of operations, cash flows and changes in stockholders’ equity, each including the notes and schedules thereto, the “Grey Wolf Financial Statements”). The Grey Wolf 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 as may be noted in the Grey Wolf Financial Statements or as permitted by Form 10-Q or Form 8-K. (except b) Grey Wolf has not entered into or modified any loans or arrangements with its officers and directors in violation of Section 402 of SOX. Grey Wolf 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. Grey Wolf’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Grey Wolf in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the management of Grey Wolf as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of SOX. The management of Grey Wolf has completed its assessment of the effectiveness of Grey Wolf’s internal controls over financial reporting in compliance with the requirements of Section 404 of SOX for the year ended December 31, 2007, and such assessment concluded that such controls were effective. To the knowledge of Grey Wolf, it has disclosed, based on its most recent evaluations, to Grey Wolf’s outside auditors and the audit committee of the Grey Wolf Board (i) all significant deficiencies in the design or operation of internal controls over financial reporting and any material weaknesses, which have more than a remote chance to materially adversely affect Grey Wolf’s ability to record, process, summarize and report financial data (as may be otherwise indicated defined in such financial statements or Rule 13a-15(f) of the notes thereto or Exchange Act) and (ii) any fraud, regardless of whether material, that involves management or other employees who have a significant role in the case of unaudited interim statementsGrey Wolf’s internal controls over financial reporting. (c) Since January 1, 2007, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position knowledge of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subjectGrey Wolf, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company neither Grey Wolf nor any of its subsidiaries the Grey Wolf Subsidiaries nor any director, officer, employee, auditor, accountant or representative of Grey Wolf or any of the Grey Wolf Subsidiaries has received or otherwise had or obtained knowledge of any material indebtednesscomplaint, obligations allegation, assertion or liabilities Claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Grey Wolf or any kind of the Grey Wolf Subsidiaries, including any material complaint, allegation, assertion or Claim that Grey Wolf or any of the Grey Wolf Subsidiaries has a “material weakness” (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 as such terms are defined in the Public Accounting Oversight Board’s Auditing Standard No. 2, as in effect on the date hereof), in Grey Wolf’s internal controls over 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 statementsreporting.

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 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 USXX has made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to the Investors ONSS a true and complete copies copy of each report, schedule, registration statement (other than on Form S-8), and definitive proxy statement filed by USXX with the SEC since December 31, 1999 and through the Closing Date in substantially the form filed with the SEC (the "USXX SEC Documents"). Except as set forth in Section 4.8 of the SEC Documents. The Company has not provided to the Investors any information thatUSXX Disclosure Schedule, 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, the USXX 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 USXX 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 consolidated financial statements and unaudited interim financial statements of the Company USXX included in the USXX SEC Documents complied in all material respects with applicable accounting requirements and (collectively, the published rules and regulations of the SEC "USXX 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 GAAP 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 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 USXX 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. 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 (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. 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 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 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 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. (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. 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 prepared and made available to the Investors true and complete Purchasers copies of the following reports of the Company (collectively, the “SEC Documents. The Company has not provided to ”): (i) the Investors any information thatannual report on Form 10-K for the year ended December 31, according to applicable law2006 (the “Annual Report”) and (ii) quarterly report on Form 10-Q for the periods ended June 30, rule or regulation2007 and March 31, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed2007. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and the rules and regulations promulgated thereunder, and none 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 made 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 in effect at the time of filing. All contracts, agreements, instruments and other documents to which the Company is a party or to which the property or assets of the Company are subject are included as part of, or specifically identified in, the SEC Documents to the extent required by the rules and regulations of the SEC as in effect at the time of filing, and each such inclusion. Such financial statements have been prepared contract, agreement, instrument and other document is legal, valid, binding and enforceable against the Company in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (their respective terms, except (i) as such may be otherwise indicated in such financial statements limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and by general equitable principles. The Company has prepared and filed with the notes thereto or (ii) in SEC all filings and reports required by the case of unaudited interim statements, Securities Act and the Exchange Act to make the extent they exclude footnotes or may be condensed or summary statements) Company’s filings and fairly present reports current in all material respects the financial position of the Company respects. 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 set forth in the SEC Documents or was not Documents, and except for liabilities and obligations incurred since the date of the Most Recent Balance Sheet in the ordinary course of business business, consistent with past practice: (i) the Company's past practices since Company and its Subsidiaries do not have any material liabilities or obligations (whether absolute, accrued, contingent or otherwise) and (ii) there has not been any aspect of the last date prior or current conduct of such financial statementsthe business of the Company or its Subsidiaries which may form the basis for any material claim by any third party which if asserted could result in a Material Adverse Effect.

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. 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 (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. 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 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 (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 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 (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 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 (a) Since June 20, 1995, the Company has made available filed all documents with the Securities and Exchange Commission ("SEC") required to be filed under the Investors true and complete copies of Securities Act or the Exchange Act (such documents filed with the SEC on or before January 15, 1997 referred to herein as the "Company SEC Documents"). The Except as set forth in the Company has not provided to the Investors any information thatDisclosure Letter, 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, (i) 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 (ii) 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. 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, 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 consolidated financial position of the Company and its consolidated Subsidiaries as of at the dates thereof and the consolidated results of their 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 described therein). Neither . (b) Except as set forth in the Company SEC Documents 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, 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 September 30, 1996 which would not have a Material Adverse Effect on the Company's past practices since . (c) The Company has heretofore made available to the last date Purchaser a complete and correct copy of such financial statementsany amendments or modifications which have not yet been filed with the SEC to agreements, documents or other instruments which previously have been filed with the SEC pursuant to the Securities Act or the Exchange Act.

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 Company has made available to Parent each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by the Investors true and complete copies of Company with the SEC Documents. The since January 1, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, 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 disclosedReports"). As of their respective dates, the SEC Documents complied Company 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 Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income, cash flows and changes in stockholders' equity of the Company included in or incorporated by reference into the SEC Documents complied in all material respects with applicable accounting requirements Company Reports (including any 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 financial position results of operations, cash flows or changes in stockholders' equity, as the case may be, of the Company as of the dates thereof and the results of operations and cash flows 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 extent set forth on the consolidated balance sheet of the Company and its Subsidiaries at December 31, 1997, including all notes thereto, as of such date, neither the Company 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 a balance sheet of the financial statements Company 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 Company Material Adverse Effect.

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 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. Since December 31, 1997, AIC has made available to the Investors true and complete copies of filed with the SEC all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed with the SEC (the "AIC 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 AIC 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 applicable to such AIC SEC Documents, and none of the AIC SEC Documents did not contain 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 AIC included in the AIC SEC Documents complied as to form, as of their respective dates of filing with the SEC, 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 unaudited statements, as permitted by Form l0-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 AIC 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 recurring year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind Except (whether accrued, absolute, contingent or otherwise, and whether due or to become duei) that would have been required to be as reflected in, reserved against or otherwise described in the such financial statements or in the notes thereto or (ii) for liabilities incurred in accordance connection with GAAPthis Agreement or the transactions contemplated hereby, which was not fully reflected inneither AIC nor any of its Subsidiaries has any liabilities or obligations of any nature, reserved against whether contingent or otherwise described otherwise, which, individually or 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, would have a Material Adverse Effect on AIC.

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. (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 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 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 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. 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 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. 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 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 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. (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. (a) The Company has made available to the Investors true and complete copies of filed with the SEC Documents. The Company has not provided all reports, schedules, statements and other 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 or any of its Subsidiaries with the SEC since December 31, but which has not been so disclosed1999 (collectively, the "Company SEC Reports"). As of their respective dates, with respect to Company SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports and any registration statements, reports, forms, proxy or information statements and other documents filed by the Company with the SEC Documents complied after the date of this Agreement (i) complied, or, with respect to those not yet filed, will comply, in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents (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 . (b) Each of the consolidated balance sheets included in or incorporated by reference into the Company SEC Reports (including the related notes and schedules) presents fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date, and each of the consolidated statements of income, stockholders' equity and cash flows of the Company included in or incorporated by reference into the Company SEC Documents complied Reports (including any related notes and schedules) presents fairly, in all material respects with applicable accounting requirements respects, the results of operations, stockholders' equity 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) cash flows, as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statementsmay be, 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 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 the Company 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 balance sheet of the financial statements Company or in the notes 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 September 30, 2002, (ii) liabilities or was not incurred obligations arising in the ordinary course of business consistent with (including trade indebtedness) from September 30, 2002 to the Company's past practices since date hereof (iii) liabilities incurred after the last date of such financial statementshereof that are permitted by Section 5.1 hereof and (iv) other liabilities or obligations which would not, individually or in the aggregate, cause a Company 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 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 (a) Acquiror has filed and made available to the Investors Company 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, 1995 (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"Acquiror SEC Reports"). As of their respective dates, the Acquiror 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 . (b) Each of the Company consolidated balance sheets included in or incorporated by reference into Acquiror SEC Reports (including the SEC Documents complied related notes and schedules) presents fairly, in all material respects with applicable accounting requirements respects, the consolidated financial position of Acquiror and the published rules its consolidated Subsidiaries as of its date, and regulations each of the consolidated statements of income, retained earnings and cash flows of Acquiror included in or incorporated by reference into Acquiror SEC or other applicable rules Reports (including the related notes 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 statementspresents fairly, 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 respects, the results of operations operations, retained earnings or cash flows, as the case may be, of Acquiror 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 Company periods involved, except as may be noted therein. (c) Except as set forth in Section 4.8(c) of the Acquiror Disclosure Schedule and except as set forth in the Acquiror SEC Reports, neither Acquiror 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 the financial statements a balance sheet of Acquiror 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 Acquiror as of September 30, 1998, (ii) liabilities or was not incurred obligations arising in the ordinary course of business consistent with (including trade indebtedness) since September 30, 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 has made available to Parent each registration statement, report, proxy statement or information statement prepared by it since December 31, 1994, each in the Investors true form (including exhibits and complete copies of any amendments thereto) filed with the SEC Documents(collectively, the "Company Reports"). The Since December 31, 1994, the Company has not provided failed to make any required filing 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 on a timely basis. As of their respective dates, the SEC Documents complied Company 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 prior to the date hereof. The financial statements Each of the consolidated balance sheets of the Company included in or incorporated by reference into the SEC Documents complied in all material respects with applicable accounting requirements Company Reports (including the related notes and schedules) fairly presents 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 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 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 its 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 Except as and to the extent set forth on the consolidated balance sheet of the Company and its Subsidiaries at December 31, 1995, including all notes thereto, or as set forth in the Company 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 balance sheet of the financial statements Company or in the notes thereto thereto, prepared in accordance with GAAPUnited States generally accepted accounting principles consistently applied, 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 except liabilities arising in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsdate.

SEC Documents. The Company has made available to (i) Each form, report, statement, schedule, prospectus, proxy, registration statement and other document filed by KLRE with the Investors true and complete copies SEC since its initial registration of the KLRE Common Stock (including the KLRE Organizational Documents, the “KLRE SEC Documents. The Company ”) has not provided to the Investors any information thatbeen timely filed, according to applicable lawand, 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 KLRE SEC Documents complied Documents, as amended, complies as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act or any other applicable Law and rules and regulations none of the SEC promulgated thereunder and the KLRE 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 to state omission of 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 Knowledge of KLRE, as of the date hereof, (A) none of the KLRE SEC Documents are 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 KLRE SEC Document. No notice of any SEC review or investigation of KLRE or the KLRE SEC Documents has been received by KLRE. (ii) The financial statements of the Company KLRE included in the KLRE 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 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). Neither ) the Company nor any financial position of its subsidiaries has any material indebtednessKLRE as of their respective dates and the results of operations and the cash flows of KLRE for the periods presented therein. (iii) KLRE makes and keeps books, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwiserecords, and whether due or accounts and has devised and maintains a system of internal controls, in each case as required pursuant to become dueSection 13(b)(2) under the Exchange Act. KLRE 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 13F-15 under the Exchange Act) as required by Rule 13F-15 under the Exchange Act and the applicable listing standards of the Nasdaq. Such disclosure controls and procedures are reasonably designed to ensure that would have been all material information required to be reflected in, reserved against or otherwise described disclosed by KLRE 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 rules and regulations promulgated thereunder 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▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

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 April 1, 1996 (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 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. 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 circum stances under which they were made, not misleading. 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 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 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 presented 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 and the absence of footnotes). Neither Except as set forth in the Filed SEC Documents (as defined in Section 3.01(g)), the Company nor any of its subsidiaries 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 which would have been be required under GAAP to be reflected indisclosed on a balance sheet of the Company and which, 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 would have a material adverse effect on the Company's past practices since the last date of such financial statements.

SEC Documents. The Company 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 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 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" and, together with the Schedules to this Agreement furnished by or on behalf of the Company, but which 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 published 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 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 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 SEC Documents Company's last filed Quarterly Report on Form 10-Q or was not incurred in the ordinary course of business consistent last filed Annual Report on Form 10-K, whichever has been most recently filed with the Company's past practices Commission, there has been no event, occurrence or development that has had a Material Adverse Effect which is not specifically disclosed in any of the Disclosure Materials, except for the depletion of cash resources of the Company since the last date of such financial statementsJune 30, 1996.

SEC Documents. The Company has made available delivered 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 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.. No other written 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

SEC Documents. The Company has delivered or made available to the Investors by ▇▇▇▇▇ 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 (the "Financial Statements") 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 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 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 Except for the indebtedness of the Company being repaid at the Closing and as otherwise reflected in the SEC Reports, 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 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 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 statementsFinancial Statements.

SEC Documents. The Company is subject to the reporting requirements of the Exchange Act and has timely filed with the SEC the SEC Documents. The Company is not aware of any event occurring or expected to occur on or prior to the Closing Date (other than the transactions effected thereby) that would require the filing of, or with respect to which the Company intends to file, a current report on Form 8-K after the Closing. The Company has made available delivered to the Investors Investor, by reference to the SEC Website and “E▇▇▇▇” therender, 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 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 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 ’s past practices since the last date of such financial statements. No other information provided by or on behalf of the Company to the Investor that is not included in the SEC Documents, including, without limitation, information referred to in Section 3.6 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 circumstance under which they are or were made, not misleading.

SEC Documents. (a) The Company has made available filed all documents that it was required to file with 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 disclosedSEC. 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 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. The Company does not have any outstanding and unresolved comments from the SEC with respect to any of the SEC Documents. 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 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) 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 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 are material) the consolidated financial position of the Company nor and its consolidated Subsidiaries as of their respective dates and the consolidated statements of income and the consolidated cash flows of the Company and each of its consolidated Subsidiaries for the periods presented therein. The books of account and other financial records of the Company on which such Financial Statements are based are true, complete and correct in all material respects and are accurately reflected in all material respects in the Financial Statements. There are no material liabilities, debts, claims or obligations of the Company or any of its subsidiaries has any material indebtedness, obligations or liabilities Subsidiaries of any kind (whatsoever, whether accrued, absolutecontingent, contingent absolute or otherwisedetermined, other than: (i) liabilities adequately provided for on the Financial Statements and whether due or to become duethe Latest Balance Sheets; and (ii) 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 the Company's past practices since date of the last dated Financial Statement which have not had, individually or in the aggregate, and could not reasonably be expected to have, a Material Adverse Effect on the Company or any of its Subsidiaries. (b) The date of such financial statementsthe last audited Financial Statements for the Company and its Subsidiaries is the Financial Statements for the year ended December 31, 2001.

SEC Documents. The Company Financial Statements. Since January 1, 1998, NCT has made available 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 1934 Act, including pursuant to Section 13(a) or 15(d) thereof (all of the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly foregoing materials filed prior to the date hereof and all exhibits included therein and financial statements, schedules and documents incorporated by reference therein, being hereinafter collectively referred to as "NCT's SEC Documents") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the Company, but which has not been so disclosedexpiration of any such extension. As of their respective dates, the NCT's 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 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, therein not misleading. The All material agreements to which NCT is a party or to which the property or assets of NCT are subject have been filed as exhibits to the NCT SEC Documents as required; neither NCT nor any of the NCT Subsidiaries is in breach of any agreement where such breach would reasonably be expected to, individually or in the aggregate, have a NCT Material Adverse Effect. As of their respective dates, the financial statements of the Company included NCT contained in the NCT's SEC Documents (the "NCT Financial Statements") 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 as in effect at the time of such inclusionfiling. Such financial statements NCT 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 NCT 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 NCT and the Company NCT Subsidiaries as of and for 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 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 NCT's last filed Quarterly Report on Form 10-Q for the period ended March 31, 2000, there has been no event, occurrence or development that has had, or would reasonably be expected to have, a NCT Material Adverse Effect which has not been specifically disclosed to the Buyers by NCT. No other information provided by or on behalf of NCT to the Buyer which is not included in NCT's SEC Documents, including, without limitation, information referred to in Section 3(d) 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 notes thereto in accordance with GAAPlight of the circumstance under which they are or were made, 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 statementsmisleading.

SEC Documents. The Except in each case as do not and would not have a Material Adverse Effect, the Company has made available timely filed or furnished (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act), 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 (the “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 (or the Additional Closing Date if applicable), 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 except where the failure to so describe, disclose or file does not and would not have a Material Adverse Effect. The Company is in all material respects compliance with the applicable accounting requirements listing and the published corporate governance 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 Nasdaq Stock Market in all material respects respects. The Company and its Subsidiaries have taken no action designed to, or reasonably likely to have the financial position of effect of, delisting the American depositary shares representing the Ordinary Shares (the “ADSs”) from the Nasdaq Stock Market. The Company as of has not received any notification that the dates thereof and SEC or the results of operations and cash flows for Nasdaq Stock Market is contemplating suspending or terminating such listing (or the periods then ended (subject, in applicable registration under the case of unaudited interim statements, to normal year-end audit adjustmentsExchange Act related thereto). Neither the 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 is 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 compliance with the Company's past practices since the last date ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of such financial statements.2002 in all material respects. ​ ​ ​ ​

SEC Documents. The Company has timely filed with the SEC, and has heretofore made available to the Investors Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed with the SEC by the Company since January 1, 2003 (as such filings may be deemed to include all information incorporated therein by reference, the “SEC Documents”); provided, however, that the Company will not be required to furnish reports or other communications or information that is available on the SEC’s ▇▇▇▇▇ system. Except as set forth in Section 3.01(e) of the SEC Documents. The Company has not provided to the Investors any information thatDisclosure Schedule, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by no Subsidiary of the Company, but which has not been so disclosedother than the BD Subsidiary or the IA Subsidiary, is required to file any form, report, schedule, statement or other document with the SEC. 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, each as amended by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and the continued listing requirements of the NYSE, and 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 SEC Document, none of the SEC Documents did not contain 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 (including the Company related notes) 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 the Public Company Accounting Oversight Board (“PCAOB”) with respect thereto at the time of such inclusion. Such financial statements have been thereto, were prepared in accordance with then applicable 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 present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries described therein 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). Each of the Principal Executive Officer and Principal Financial Officer of the Company has made all certifications required by SEC order, NYSE rule, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations of the SEC promulgated thereunder with respect to the Company’s filings pursuant to the Exchange Act, and the statements contained in all such certifications were as of the respective dates made, complete and correct except for such failures to be complete and correct as have not had, and would not reasonably be expected to have, a Material Adverse Effect. Neither the Company nor any of its subsidiaries officers has any material indebtednessreceived notice from the SEC or the NYSE questioning or challenging the accuracy, obligations completeness, content, form or liabilities manner of any kind (whether accrued, absolute, contingent filing or otherwisesubmission of such certifications. The Company is, and whether due or through the Effective Time will be, otherwise in material compliance with all applicable effective provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable listing and corporate governance rules of the NYSE. For purposes of the preceding sentence, “Principal Executive Officer” and “Principal Financial Officer” shall have the meanings given to become due) that would have been required to be reflected in, reserved against or otherwise described such terms 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▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

SEC Documents. The Company Financial Statements. Acquiror has made available ----------------------------------- to Target a true and complete copy of each statement, report, registration statement (with the 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 June 30, 1994, and, prior to the Investors Effective Time, Acquiror will have furnished Target with true and complete copies of any additional documents 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 Effective Time (collectively, the "Acquiror SEC Documents"). In addition, Acquiror has made available to Target all exhibits to the Acquiror SEC Documents filed prior to the-date hereof by hereof, and will promptly make available to Target all exhibits to any additional Acquiror SEC Documents filed prior to the CompanyEffective Time. All documents required to be filed as exhibits to the Target SEC Documents have been so filed, but and all material contracts so filed as exhibits are in full force and effect, except those which have expired in accordance with their terms, and neither Acquiror nor any of its subsidiaries is in default thereunder, except where such default has not been so disclosedresulted in and is not reasonably expected to result in any Material Adverse Effect on Acquiror. As of their respective filing dates, the Acquiror SEC Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act, and rules 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 which they were made, not misleading, except to the extent corrected by a subsequently filed Acquiror SEC Document. 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 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 as of such inclusion. Such financial statements their respective dates, and have been prepared in accordance with generally accepted accounting principles GAAP 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-Q, 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)) in all material respects. Neither the Company nor any of its subsidiaries There has any been no 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 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.