Common use of SEC Documents Clause in Contracts

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

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

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

SEC Documents. The (a) Except as set forth on Schedule 2.6(a), the Company has made available to CSLC a true filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC since September 1December 31, 1997 2002 (as such documents have been amended to date, the "Company “SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date”). As of their respective dates, except as set forth on Schedule 2.6(a), the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 19331934, as amended (the "Securities “Exchange Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"”), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect promulgated thereunder, and, except to the timely filing thereof)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, and none of the Company SEC Documents contained, at the time they were filed, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) The consolidated Company’s financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operation and cashflows for the periods then ending in accordance with GAAP (subject, in the case of the unaudited or interim statements, to normal and recurring year-end audit adjustments) the consolidated financial position of the Company and its Subsidiaries at the dates thereof adjustments and the consolidated results absence of their operations and cash flows for footnotes). Except as disclosed in financial statements included in the periods then ended. Since November 30, 1998SEC Documents, neither the Company nor any of its Subsidiaries subsidiaries has incurred any liabilities, except for (i) liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto and which would reasonably be expected to have a Material Adverse Effect. Since September 30, 2004, the 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, including to the Company's obligations under the "Fleet Agreement" ’s knowledge, is sufficient to provide reasonable assurance that (as hereinafter defined)i) transactions are executed in accordance with management’s general or specific authorizations, (ii) liabilities incurred transactions are recorded as necessary to permit preparation of financial statements in connection 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 as a result of this Agreement and the Merger and the transactions contemplated therebyspecific authorizations, and (iiiiv) 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 other liabilities term is defined in Rule 13a-15 and obligations whichRule 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, individually or 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 aggregatedesign 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 date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls over financial reporting 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 de minimiscomplete 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 made available to CSLC a true and complete copy of each reportits Subsidiaries have filed or furnished all required reports, scheduleschedules, registration statement statements and definitive proxy statement filed by the Company other documents and exhibits thereto with or to the SEC since September 1December 31, 1997 2005 and through the Business Day prior to the date of this Agreement (as such documents have been amended to date, the "“Company SEC Documents"”) which constitute all the documents (other than preliminary material) that the except as set forth on Company was required to file with the SEC since such dateDisclosure Schedule 4.6. As of their respective datesdates of filing with or publicly furnishing to the SEC (or, if amended or supplemented by a filing prior to the date hereof, as of the date of such latest filing), the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)such Company SEC Documents, and none of the Company SEC Documents containedwhen filed with or publicly furnished to the SEC (or, at if amended or supplemented by a filing prior to the time they were fileddate hereof, as of the date of such latest filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company and its Subsidiaries, included in the Company SEC Documents comply complied, as of their respective dates of filing with the SEC (or, if amended or supplemented by a filing prior to the date hereof, as of the date of such latest filing), in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved GAAP (except as may be indicated in the notes thereto oror , in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on requirements of Form 10-QQ promulgated by the SEC and the requirements of Regulation S-X promulgated by the SEC) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) all material respects the consolidated financial position of the Company and its consolidated Subsidiaries at (in the dates thereof case of Company SEC Documents filed by the Company) or the entities purported to be presented therein (in the case of Company SEC Documents filed by Subsidiaries or separate accounts) and the consolidated results of their operations operations, changes in shareholder’s equity and cash flows of such companies or entities as of the dates and for the periods then ended. Since November 30shown (subject, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course case of business consistent with past practiceany unaudited interim financial statements, including the Company's obligations under the "Fleet Agreement" (to normal and recurring year-end adjustments as hereinafter defined), (ii) liabilities incurred in connection with permitted by Form 10-Q and Regulation S-X or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations whichthat, individually or in the aggregate, are de minimiswould not reasonably be expected to have a Material Adverse Effect with respect to the Company).

SEC Documents. The Company has made available to CSLC WIC a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since September 1December 31, 1997 and prior to or on the date of this Agreement (as such documents have been amended to date, the "Company SEC Documents") ), which constitute are all the documents (other than preliminary materialmaterials) that the Company was required to file with the SEC since such datebetween December 31, 1997 and the date of this Agreement. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)such Company SEC Documents, and none of the Company SEC Documents contained, at the time they were filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with U.S. United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited or interim statements, as permitted by Rule 10-01 of Regulation S-X of the SEC's Quarterly Report on Form 10-Q) and fairly present in all material respects and in accordance with applicable requirements of GAAP (subject, in the case of the unaudited or interim statements, to normal and normal, recurring audit adjustments, none of which is material) the consolidated financial position of the Company and its consolidated Subsidiaries at the as of their respective dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods then ended. Since November 30, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimispresented therein.

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

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

SEC Documents. (i) The Company has made available to CSLC Parent (including, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement filed by the Company with the SEC Securities and Exchange Commission (the “SEC”) since September 1February 15, 1997 2005 and prior to the date of this Agreement (as such documents have been amended to date, the "“Company SEC Documents") ” and, together with the Subsidiary SEC Documents, the “SEC Documents”), which constitute are all the documents (other than preliminary material) that the Company was required to file with the SEC since such dateFebruary 15, 2005 and prior to the date of this Agreement. As of their respective dates, each of the Company SEC Documents Documents, as amended, complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "“Securities Act"”), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)such Company SEC Documents, and none of the Company SEC Documents contained, at when filed or, if amended prior to the time they were fileddate 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 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. . (ii) The consolidated financial statements of the Company included in the Company SEC Documents comply Documents, including all notes and schedules thereto, complied in all material respects with applicable accounting requirements and respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendment, with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with U.S. generally accepted accounting principles in the United States ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited or interim statements, as permitted by Rule 10-01 of Regulation S-X of the SEC's Quarterly Report on Form 10-Q) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited or interim statements, to normal and recurring year-end audit adjustments) the consolidated financial position of the Company and its consolidated Subsidiaries at the as of their respective dates thereof and the consolidated results of their operations and the cash flows of the Company and its consolidated Subsidiaries for the periods then ended. Since November 30, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and presented therein. (iii) such other liabilities As of the date of this Agreement, the Company has disclosed, based on its most recent evaluation, to the Company’s auditors and obligations which, individually or the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the aggregatedesign or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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. The Company and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are de minimisreasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act.

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

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

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

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

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

SEC Documents. The Company Financial Statements. (a) NetRatings has made available timely filed all forms, reports and documents (including all exhibits and all information incorporated therein) required to CSLC a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by the Company with the SEC by NetRatings since September 1December 8, 1997 1999 (as such documents have been amended to datetogether with NetRatings' Registration Statement on Form S-1 (Registration No. 333-87717), the "Company NetRatings SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date). As of their respective dates, the Company The NetRatings SEC Documents (i) when filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto and (other than with respect to the timely filing thereof), and none of the Company SEC Documents contained, ii) did not at the time they were filedfiled (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such NetRatings SEC Documents or necessary in order to make the statements thereinin such NetRatings SEC Documents, in the light of the circumstances under which they were made, not misleading. . (b) The consolidated financial statements of NetRatings, including the Company notes thereto, included in the Company NetRatings SEC Documents comply (the "NetRatings Financial Statements") complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto as of their respective dates, and have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a basis consistent basis during throughout the periods involved indicated and consistent with each other (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's statements included in Quarterly Report Reports on Form 10-Q) and , as permitted by Form 10-Q of the SEC). The NetRatings Financial Statements fairly present the consolidated financial condition and operating results of NetRatings and its subsidiaries at the dates and during the periods indicated therein (subject, in the case of the unaudited or interim statements, to normal and normal, recurring audit year-end adjustments) the consolidated financial position of the Company and its Subsidiaries at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended). Since November 30, 1998, neither the Company nor any of its Subsidiaries There has incurred any liabilities, been no change in NetRatings accounting policies except for (i) liabilities or obligations incurred as described in the ordinary course of business consistent with past practice, including notes to the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimisNetRatings Financial Statements.

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

SEC Documents. The (a) Since January 1, 2022, the Company has made available filed with or furnished to CSLC a true and complete copy of each reportthe SEC all forms, schedulereports, schedules, statements, prospectuses, registration statement and statements, definitive proxy statement statements and other documents (collectively, including all exhibits thereto and information incorporated by reference therein, the “Company SEC Documents”) required to be filed by the Company with or furnished by the Company to the SEC since September 1, 1997 (as such documents have been amended to date, the "Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such datein a timely manner. As of their respective datesfiling dates (and as of the date of any amendment or supplement thereto), the (i) each Company SEC Documents Document complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the Trust Indenture ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 1939, as amended (the "Trust Indenture Act")2002, as the case may be, and the rules applicable requirements of Nasdaq, in each case, applicable to such Company SEC Documents and regulations of the SEC thereunder applicable thereto (other than with respect ii) except to the timely filing thereof)extent that information contained in such Company SEC Documents has been revised, and none of amended, modified, superseded (prior to the date hereof) by a later filed Company SEC Document, the Company SEC Documents contained, at when filed or furnished pursuant to the time they were filed, Securities Act or the Exchange Act did not contain any untrue statement of a material fact or omitted omit to state a any 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. No Company Subsidiary is required to file any forms, reports or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act or similar non-U.S. authority. (b) The consolidated Company and the Company Subsidiaries have established, have maintained and maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) and such disclosure controls and procedures are designed to ensure that all information (both financial statements and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the “principal executive officer” and “principal financial officer” (as such terms are defined in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) of the Company included in to make the certifications required under the Exchange Act with respect to such reports. (c) The Company and the Company SEC Documents comply Subsidiaries have established, have maintained and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act): (i) designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP, (ii) that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and the Company Subsidiaries, (iii) that provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company and the Company Subsidiaries are being made only in accordance with authorizations of the Company’s management and the Company Board, and (iv) that provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s or the Company Subsidiaries’ assets that could have a material effect on the financial statements. (d) The Company is, and since January 1, 2022, has been, in compliance in all material respects with all applicable accounting listing and corporate governance requirements of Nasdaq, and is, and since January 1, 2022, has been, in compliance in all material respects with the published rules all applicable rules, regulations and regulations requirements of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the periods involved (except as may be indicated in the notes thereto or, in the case SEC. There are no outstanding loans or other extension of unaudited or interim statements, as permitted credit made by the SEC's Quarterly Report on Form 10-QCompany or any Company Subsidiary to any executive officer (as defined in Rule 3b-7 under the Exchange Act) and fairly present (subject, in the case or director of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company and its Subsidiaries at the dates thereof and the consolidated results of their operations and cash flows for the periods then endedCompany. Since November 30January 1, 19982022, neither the Company nor any nor, to the knowledge of its Subsidiaries the Company, the Company’s independent registered public accounting firm, has incurred any liabilities, except for identified or been made aware of (i) liabilities any material deficiencies or obligations incurred weaknesses in the ordinary course design or operation of business consistent with past practice, including internal controls that are reasonably likely to adversely affect the Company's obligations under the "Fleet Agreement" (as hereinafter defined)’s ability to record, process, summarize and report financial information, (ii) liabilities incurred any fraud, whether or not material, that involves management or other employees who have a role in connection with internal controls or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) any claim or allegation regarding any of the foregoing. (e) Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any Company Subsidiary, 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 under the Securities Act)), where the result, purpose or intended effect of such other Contract is to avoid disclosure of any material transaction involving, or material liabilities and obligations whichof, individually the Company or any Company Subsidiary in the aggregateCompany’s published financial statements or other Company SEC Documents. (f) The Company has made available to Parent accurate and complete copies of all material correspondence through the date hereof between the SEC, on the one hand, and the Company or any Company Subsidiary, on the other hand, including comment letters from the staff of the SEC relating to the Company SEC Documents containing unresolved comments and all written responses of the Company thereto. To the knowledge of the Company, as of the date hereof, no Company SEC Document is the subject of ongoing review, comment or investigation by the SEC. As of the date hereof, there are de minimisno outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Company SEC Document.

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

SEC Documents. Financial Statements; No Undisclosed Liabilities. The Company has made available to CSLC a true filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC since September January 1, 1997 (as such documents have been amended to date, the "Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the applicable to such SEC thereunder applicable thereto (other than with respect to the timely filing thereof)Documents, and none of the Company SEC Documents contained, at the time they were filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents (the "Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-QSB of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Qthereto) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) all material respects the consolidated financial position of the Company and its Subsidiaries at consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal, recurring year-end audit adjustments). Since November 30Except as set forth in the Company Filed SEC Documents (defined below in Section 4.1(g)) or in Section 4.1(e), 1998(g) or (h) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries subsidiaries has incurred any liabilitiesliabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) and there is no existing condition, situation or set of circumstances which are required by generally accepted accounting principles to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto, except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimiscould not reasonably be expected to have a Material Adverse Effect.

SEC Documents. The Company As of the date of this Agreement, WWR is an issuer required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”). Except as set forth in Section “5II” of Exhibit “G”, WWR has made available to CSLC a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since September 1Securities and Exchange Commission (the "SEC") all reports, 1997 statements, schedules and other documents (as such documents have been amended to datecollectively, the "Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with be filed. Except as set forth in Section “5II” of Exhibit “G”, all SEC Documents required to be filed by WWR as of the SEC since such datedate of this Agreement were timely filed by WWR or filed within an allowable extension. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (or the "Securities Exchange Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)promulgated thereunder, and none of the Company SEC Documents containedDocuments, at the time they were filedfiled with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated As of their respective dates, the financial statements of the Company included in the Company SEC Documents comply filed since March 31, 2010 (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared . There are no material misstatements or omissions in accordance with U.S. generally accepted accounting principles ("GAAP"any periodic report previously filed by WWR pursuant to Section 15(d) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present (subject, in the case of the unaudited Securities Exchange Act or interim statements, in any proxy or information material previously furnished to normal and recurring audit adjustments) the consolidated financial position its stockholders pursuant to Section 14 of the Company and its Subsidiaries at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since November 30, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimisExchange Act.

SEC Documents. Undisclosed Liabilities. The Company has made available to CSLC a true timely filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC since September 1December 31, 1997 1996 (as such documents have been amended to date, the "Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto (other than with respect to the timely filing thereof)such Company SEC Documents, and none of the Company SEC Documents contained, at the time they were filed, when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Qthereto) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) all material respects the consolidated financial position of the Company and its consolidated Subsidiaries at as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to year-end adjustments). Since November 30, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for Except (i) as reflected in such financial statements or in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including the Company's obligations liabilities arising under the "Fleet Agreement" any Environmental Laws (as hereinafter herein defined), (ii) liabilities incurred which are required by generally accepted accounting principles to be reflected in connection with or as a result consolidated balance sheet of this Agreement the Company and the Merger its consolidated Subsidiaries and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimiscould reasonably be expected to have a Company MAE.

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 CSLC a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by under the Company Securities Act or the Exchange Act (such documents filed with the SEC since September 1on or before January 15, 1997 (referred to herein as such documents have been amended to date, the "Company SEC Documents") which constitute all the documents (other than preliminary material) that ). Except as set forth in the Company was required to file with the SEC since such date. As Disclosure Letter, as of their respective dates, (i) the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof), and ii) none of the Company SEC Documents contained, at the time they were filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Qthereto) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows changes in financial position for the periods then ended. Since November 30ended (subject, 1998in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). (b) Except as set forth in the Company SEC Documents or the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has incurred any liabilitiesliability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected on a balance sheet, or in the notes thereto, prepared in accordance with generally accepted accounting principles, except for (i) liabilities or and obligations incurred in the ordinary course of business consistent with past practicepractice since September 30, including 1996 which would not have a Material Adverse Effect on the Company's obligations under . (c) The Company has heretofore made available to the "Fleet Agreement" (as hereinafter defined)Purchaser a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC to agreements, (ii) liabilities incurred in connection documents or other instruments which previously have been filed with the SEC pursuant to the Securities Act or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimisExchange Act.

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

SEC Documents. The Company (i) Parent has made available to CSLC the Company (including, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement filed by the Company Parent with the SEC since September January 1, 1997 2004 and prior to the date of this Agreement (as such documents have been amended to date, the "Company “Parent SEC Documents") ”), which constitute are all the documents (other than preliminary material) that the Company Parent was required to file with the SEC since such dateJanuary 1, 2004 and prior to the date of this Agreement. As of their respective dates, each of the Company Parent SEC Documents Documents, as amended, complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)such Parent SEC Documents, and none of the Company Parent SEC Documents contained, at when filed or, if amended prior to the time they were fileddate 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 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. . (ii) The consolidated financial statements of the Company Parent included in the Company Parent SEC Documents comply Documents, including all notes and schedules thereto, complied in all material respects with applicable accounting requirements and respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendment, with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with U.S. generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited or interim statements, as permitted by Rule 10-01 of Regulation S-X of the SEC's Quarterly Report on Form 10-Q) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited or interim statements, to normal and recurring year-end audit adjustments) the consolidated financial position of the Company Parent and its consolidated Subsidiaries at the as of their respective dates thereof and the consolidated results of their operations and the cash flows of Parent and its consolidated Subsidiaries for the periods then ended. Since November 30, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimispresented therein.

SEC Documents. (a) The Company has made available filed with the SEC all reports, schedules, statements and other documents required to CSLC a true be filed by the Company or any of its Subsidiaries with the SEC since December 31, 1999 (collectively, the "Company SEC Reports"). As of their respective dates, with respect to Company SEC Reports filed pursuant to the Exchange Act, and complete copy as of each reporttheir respective effective dates, scheduleas to Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports and any registration statement statements, reports, forms, proxy or information statements and definitive proxy statement other documents filed by the Company with the SEC since September 1after the date of this Agreement (i) complied, 1997 (as such documents have been amended or, with respect to datethose not yet filed, the "Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dateswill comply, the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than ii) did not, or, with respect to the timely filing thereof), and none of the Company SEC Documents contained, at the time they were those not yet filed, will not, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements . (b) Each of the Company consolidated balance sheets included in or incorporated by reference into the Company SEC Documents comply Reports (including the related notes and schedules) presents fairly, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretorespects, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company and its consolidated Subsidiaries at the dates thereof as of its date, and each of the consolidated results statements of their operations income, stockholders' equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) presents fairly, in all material respects, the results of operations, stockholders' equity and cash flows, as the case may be, of the Company and its Subsidiaries for the periods then ended. Since November 30set forth therein (subject, 1998in the case of unaudited statements, to normal year-end audit adjustments), 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 has incurred any liabilitiesliabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of the Company or in the notes thereto prepared in accordance with GAAP consistently applied, except for (i) liabilities or obligations incurred that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of the Company as of September 30, 2002, (ii) liabilities or obligations arising in the ordinary course of business consistent with past practice(including trade indebtedness) from September 30, including 2002 to the Company's obligations under the "Fleet Agreement" date hereof (as hereinafter defined), (iiiii) liabilities incurred in connection with or as a result of this Agreement and after the Merger and the transactions contemplated thereby, date hereof that are permitted by Section 5.1 hereof and (iiiiv) such other liabilities and or obligations whichwhich would not, individually or in the aggregate, are de minimiscause a Company Material Adverse Effect.

SEC Documents. (a) The Company has made available furnished to CSLC a true the Investor prior to the date hereof copies of its Annual Report on Form 10-K for the fiscal year ended September 30, 1996 ("Form 10-K"), and complete copy of each reportall other registration statements, schedule, registration statement reports and definitive proxy statement statements filed by the Company with the SEC since Securities and Exchange Commission ("Commission") on or after September 130, 1997 1996 (the Form 10-K and such registration statements, reports and proxy statements, are collectively referred to herein as such documents have been amended to date, the "Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations Each of the SEC thereunder applicable thereto (other than Documents, as of the respective date thereof, did not, and each of the registration statements, reports and proxy statements filed by the Company with respect the Commission after the date hereof and prior to the timely filing thereof)Closing will not, and none as of the Company SEC Documents containeddate thereof, at the time they were filed, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except as may have been corrected in a subsequent SEC Document. The Company is not a party to any material contract, agreement or other arrangement which was required to have been filed as an exhibit to the SEC Documents that is not so filed. (b) The Company has provided the Investor with its audited financial statements (the "Audited Financial Statements") for the fiscal year ended September 30, 1996 (the "Balance Sheet Date"). Since September 30, 1996, the Company has duly filed with the Commission all registration statements, reports and proxy statements required to be filed by it under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the 1933 Act. The audited and unaudited consolidated financial statements of the Company included in the Company SEC Documents comply filed prior to the date hereof fairly present, in all material respects conformity with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") (except as permitted by Form 10-Q) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orthereto), in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company and its Subsidiaries consolidated subsidiaries as at the dates date thereof and the consolidated results of their operations and cash flows for the periods then ended. Since November 30ended (subject to normal year and audit adjustments in the case of unaudited interim financial statements). (c) Except as and to the extent reflected or reserved against in the Company's Audited Financial Statements (including the notes thereto), 1998, neither the Company nor any of its Subsidiaries has incurred any liabilitiesno material liabilities (whether accrued or unaccrued, except for liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined or determinable) other than: (i) liabilities or obligations incurred in the ordinary course of business since the Balance Sheet Date that are consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined)past practices, (ii) liabilities incurred in connection with or as respect to agreements to which the Investor is a result of this Agreement and the Merger and the transactions contemplated therebyparty, and (iii) such other liabilities and obligations which, Liabilities that either individually or in the aggregate, are de minimiswould not result in a Material Adverse Effect.

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

SEC Documents. The Company has made available filed all reports, schedules, forms, statements and other documents required to CSLC a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by the Company with the SEC since September January 1, 1997 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of the Securities and Exchange Act of 1934, as amended (as such documents have been amended to datethe “Exchange Act”) (collectively, the "Company “SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date”). As of their its respective datesfiling date, the Company each SEC Documents Document complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto (other than with respect to the timely filing thereof)such SEC Document, and none of the Company SEC Documents contained, at the time they were filed, did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 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 as of the date hereof 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. 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 audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the Company SEC Documents comply when filed complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in all material respects in accordance with U.S. United States generally accepted accounting principles ("GAAP"except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Qthereto) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) all material respects the consolidated financial position of the Company and its Subsidiaries at consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since November 30ended (subject, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course case of business consistent with past practiceunaudited quarterly statements, including the Company's obligations under the "Fleet Agreement" (as hereinafter definedto normal year-end adjustments), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimis.

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

SEC Documents. The Company has made available to CSLC a true Financial Statements; Undisclosed Liabilities. EQR and complete copy of each reportERP Operating Partnership have filed all required reports, scheduleschedules, registration statement forms, statements and definitive proxy statement filed by the Company other documents with the SEC since September August 18, 1993 through the date hereof (the "EQR SEC Documents"). Schedule 3.6 of the EQR Disclosure Letter contains a complete list of all EQR SEC Documents filed by EQR under the Exchange Act since January 1, 1997 (as such documents have been amended and on or prior to date, the "Company date of this Agreement. All of the EQR SEC Documents") which constitute all the documents Documents (other than preliminary material) that the Company was required to file with the SEC since such date. As ), as of their respective filing dates, the Company SEC Documents complied in all material respects with the all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act and the Trust Indenture Act of 1939and, as amended (the "Trust Indenture Act")in each case, as the case may be, and the rules and regulations promulgated thereunder applicable to such EQR SEC Documents. None of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof), and none of the Company EQR SEC Documents contained, at the time they were filed, of filing contained any untrue statement of a material fact or 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, except to the extent such statements have been modified or superseded by later EQR SEC Documents filed and publicly available prior to the date of this Agreement. The consolidated financial statements of EQR and the Company EQR Subsidiaries included in the Company EQR SEC Documents comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Qthereto) and fairly present (subjectpresented, in accordance with the case applicable requirements of GAAP and the applicable rules and regulations of the unaudited or interim statementsSEC, to normal and recurring audit adjustments) the consolidated financial position of EQR and the Company and its Subsidiaries at EQR Subsidiaries, taken as a whole, as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Since November 30, 1998Except for liabilities and obligations set forth in the EQR SEC Documents or in Schedule 3.6 to the EQR Disclosure Letter, neither the Company EQR nor any of its Subsidiaries EQR Subsidiary has incurred any liabilities, except for (i) liabilities or obligations incurred of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of EQR or in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement notes thereto and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimiswould have an EQR Material Adverse Effect.

SEC Documents. The Company Seller has made available to CSLC Purchaser a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company Seller with the SEC since September 1March 31, 1997 1994 (as such documents have since the time of their filing been amended to dateamended, the "Company Seller SEC Documents") which constitute are all of the documents (other than preliminary material) that the Company Seller was required to file with the SEC since such date. As of their respective dates, the Company Seller SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities 1933 Act"), or the Securities Exchange Act and the Trust Indenture Act of 19391934, as amended (the "Trust Indenture Act")amended, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)such Seller SEC Documents, and none of the Company Seller SEC Documents contained, at the time they were filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Seller included in the Company Seller SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-QQSB of the SEC) and fairly present (subject, in the case of the unaudited or interim statements, to normal and normal, recurring audit adjustments) the consolidated financial position of the Company and its Subsidiaries Seller as at the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended. Since November 30, 1998, neither To the Company nor any best of its Subsidiaries knowledge Seller is not now, nor has incurred it ever been, the subject of any liabilities, except for inquiry or other investigation by the SEC (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter definedSEC Investigation"), (ii) liabilities incurred in connection with nor, to the best knowledge of Seller, is any such SEC Investigation pending or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimisthreatened.

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

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

SEC Documents. The (a) Since January 1, 1996, the Company has made available filed with the Commission all reports, schedules, statements and other documents required to CSLC a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by it under the Company with Securities Act of 1933, as amended (the SEC since September 1"Securities Act"), 1997 or the Exchange Act (as such documents have been filed prior to the date hereof, and amended since the time of their filing prior to datethe date hereof, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, collectively, the "Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date). As of their respective datesdates (or if amended or superseded by a filing prior to the date hereof, then on the date of such filing), the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof), and none of the Company SEC Documents contained, at the time they were filed, (including any and all financial statements included therein) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in all of the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, have been prepared in accordance with U.S. United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the Commission) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Qthereto) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company and its Subsidiaries consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since November 30ended (subject, 1998in the case of unaudited statements, to normal year-end audit adjustments). (b) Except as set forth in the Company SEC Documents, neither the Company nor any of its Subsidiaries subsidiaries has incurred any liabilitiesliability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected on a balance sheet, or in the notes thereto, prepared in accordance with GAAP, except for (i) liabilities or and obligations incurred in the ordinary course of business consistent with past practicepractice since January 1, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined)1998 which could not reasonably be expected to have a Material Adverse Effect, and (ii) liabilities incurred in connection under this Agreement. (c) The Company has heretofore made available or promptly shall make available to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the Commission, to agreements, documents or as a result of this Agreement and other instruments which previously have been filed with the Merger and Commission pursuant to the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimisExchange Act.

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

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

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

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

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

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

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

SEC Documents. The Company has made available to CSLC a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since September 1, 1997 (as such documents have been amended to date, the "Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was filings required to file with the SEC be made by PanEnergy and its Subsidiaries since such date. As of their respective datesDecember 31, the Company SEC Documents complied in all material respects with the requirements of 1993 under the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act, the Federal Power Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Power Act") and applicable state laws and regulations, if any, have been filed with the SEC, the Federal Energy Regulatory Commission (the "FERC") and the relevant state authorities, if any, as the case may be, and PanEnergy has complied in all material respects with all applicable requirements of such acts and the rules and regulations thereunder, with such exceptions as would not in the aggregate have a Material Adverse Effect on PanEnergy. PanEnergy has made available to Duke a true and complete copy of each report, schedule, registration statement, definitive proxy statement or other document filed by PanEnergy or any of its Subsidiaries with the SEC since December 31, 1993 (the "PanEnergy SEC Documents"). As of their respective dates, the PanEnergy 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 thereunder applicable thereto (other than to such PanEnergy SEC Documents, with respect to such exceptions as would not in the timely filing thereof), aggregate have a Material Adverse Effect on PanEnergy and none of the Company PanEnergy SEC Documents contained, at the time they were filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company PanEnergy included in the Company PanEnergy SEC Documents comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with U.S. generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited or interim statements, as permitted by Rule 10-01 of Regulation S-X of the SEC's Quarterly Report on Form 10-Q) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited or interim statements, to normal and normal, recurring audit adjustments, none of which will be material) the consolidated financial position of the Company PanEnergy and its Subsidiaries at the consolidated subsidiaries as of their respective dates thereof and the consolidated results of their operations and the consolidated cash flows of PanEnergy and its consolidated subsidiaries for the periods then ended. Since November 30, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimispresented therein.

SEC Documents. The Except as set forth on Schedule 7.01(w), ------------- ---------------- the Company has made available to CSLC a true filed, and complete copy as of each report, schedule, registration statement and definitive proxy statement filed by the Closing Date the Company will have filed, all required reports, schedules, forms, statements and other documents with the SEC Commission since September 1June 3, 1997 1994 (as such documents have been amended to datecollectively, the "Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date). As of their respective dates, (i) the Company SEC ------------- Documents complied or will comply in all material respects with the all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)Commission promulgated thereunder, and (ii) none of the Company SEC Documents contained, at the time they were filed, contained any untrue statement of a material fact or omitted failed to state a material fact required to be stated therein or otherwise 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 subsequently filed SEC Document, none of the SEC Documents contains, and no SEC Document filed by the Company prior to the Closing Date will contain, any untrue statement of a material fact or failed to state a material fact required to be stated therein or otherwise necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in within the Company SEC Documents (including, in each case, any notes thereto) (i) comply or will comply as to form in all material respects with applicable the accounting requirements and with the published rules and regulations of the SEC with respect Commission applicable thereto, (ii) have been prepared or will be prepared in accordance with U.S. generally accepted accounting principles GAAP ("GAAP"as in effect as of the date thereof) applied on a consistent basis during the periods involved (involved, except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, statements as permitted by the SEC's Quarterly Report on Form 10-QQ of the Commission and other rules and regulations of the Commission, and (iii) and fairly present (subjectin all material respects, or will fairly present in the case of the unaudited or interim statementsall material respects, to normal and recurring audit adjustments) the consolidated financial position of the Company and its Subsidiaries at (if any) as of the dates date thereof and the consolidated results of their operations and cash flows for the periods then ended. Since November 30, 1998subject, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course case of business consistent with past practiceany unaudited statements, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimisto normal year-end audit adjustments.

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

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

SEC Documents. (i) The Company has made available filed all reports, schedules, forms, statements and other documents, including exhibits and other information incorporated therein with the SEC required to CSLC a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by the Company with the SEC since September January 1, 1997 2001, and will continue to file such reports through the Effective Time (all such documents, whether filed prior to the date hereof or after the date hereof, as such documents they have been or will be amended since the time of their filing prior to datethe Effective Time, the "“Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date”). As of their respective filing dates, or, if amended prior to the Effective Time, as of the date of the last such amendment, the Company SEC Documents complied or will comply in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the applicable to such Company SEC thereunder applicable thereto (other than with respect Documents. Except to the timely filing thereof)extent that information contained in any Company SEC Document has been or will be prior to the Effective Time revised, and amended, supplemented or superseded by a later-filed Company SEC Document, none of the Company SEC Documents contained, at the time they were filed, contains or will contain any untrue statement of a material fact or omitted omits or will omit to state a any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made or will be made, not misleading. The consolidated financial statements statements, including the related notes, of the Company included in the Company SEC Documents complied or will comply at the time of filing as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") , except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC, applied on a consistent basis during the periods involved (involved, except as may be indicated in the notes thereto orthereto, and each fairly presented or will present in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) all material respects the consolidated financial position of the Company and its consolidated Subsidiaries at as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal year-end audit adjustments. Since November 30Neither the Company nor any of its Subsidiaries has or will have prior to the Effective Time any undisclosed liabilities or obligations of any nature, 1998whether accrued, absolute, contingent or otherwise, that individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. The Company has heretofore furnished or made available to Purchaser and will continue to furnish and make available to Purchaser through the Effective Time a complete and correct copy of any amendments or modifications that have not yet been filed with the SEC to agreements, documents, or other instruments that previously have been filed or will be filed by the Company with the SEC as exhibits to the Company SEC Documents pursuant to the Securities Act or the Exchange Act. None of the Subsidiaries of the Company are, or have at any time since January 1, 2001 been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act. As used in this Section 5.2(g), the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied, or otherwise made available to the SEC. (ii) The Company maintains disclosure controls and procedures required under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning the Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. The Company maintains and has made available to Purchaser copies of, all written descriptions of, and all policies, manuals, and other documents promulgating, such disclosure controls and procedures. To the Company’s Knowledge, each director and executive officer of the Company has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act since January 1, 2001 and will continue to do so through the Effective Time except as previously disclosed in a proxy statement filed by the Company. (iii) Through the Effective Time, the Chief Executive Officer and the Chief Financial Officer of the Company have signed and will continue to sign, and the Company has furnished and will continue to furnish to the SEC, all certifications required by Sections 302 and 906 of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations of the SEC promulgated thereunder (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) with respect to the Company’s filings pursuant to the Exchange Act. Such certifications contain and will contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn. Neither the Company nor any of its officers has received notice from any Governmental Authority questioning or challenging the accuracy, completeness, form or manner of filing, or submission of such certifications. (iv) The Company and each of its Subsidiaries maintains a system of internal accounting controls sufficient to comply with all legal and accounting requirements applicable to the Company and such Subsidiary and has made available to Purchaser its work plan, budget, timetable for compliance with, and material correspondence with its accountants relating to, the SEC rules promulgated under Section 404 of ▇▇▇▇▇▇▇▇-▇▇▇▇▇. To the extent required by the Exchange Act, the Company has disclosed and will continue to disclose in the Company SEC Documents, based on its most recent evaluation thereof, any significant deficiencies in its internal accounting controls that would reasonably be expected to adversely affect in any material respect the Company’s ability to record, process, summarize, and report financial data and neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any Representative of the Company or any of its Subsidiaries has incurred received or otherwise had or obtained knowledge of any liabilitiesmaterial complaint, except for (i) liabilities allegation, assertion, or obligations incurred in claim, whether written or oral, regarding the ordinary course accounting or auditing practices, procedures, methodologies, or methods of business consistent with past practicethe Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion, or claim that the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred Company or any of its Subsidiaries has engaged in connection with questionable accounting or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimisauditing practices.

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

SEC Documents. (i) The Company has made available to CSLC Parent (including, for the purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each form, report, statement, schedule, prospectus, registration statement and statement, definitive proxy statement and other documents filed or furnished by the Company with the SEC Securities and Exchange Commission (the “SEC”) since September January 1, 1997 2012 (as such documents have been amended to date, the "“Company SEC Documents") ”), which constitute are all the forms, reports, statements, schedules, prospectuses, registration statements, definitive proxy statements and other documents (other than preliminary material) that the Company was required to file with the SEC since such dateJanuary 1, 2012. As of their respective datesits filing date, each of the Company SEC Documents Documents, as amended, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended 1933 (the "“Securities Act"), ”) or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)such Company SEC Documents, and none of the Company SEC Documents contained, at when filed or, if amended prior to the time they were fileddate 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 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. As of the date of this Agreement, there are no outstanding or unresolved SEC comments. To the knowledge of the Company, as of the date of this Agreement, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC Comment. (ii) The consolidated financial statements of the Company (including any related notes thereto) included in the Company SEC Documents comply complied as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto(including Regulation S-X), have been were prepared in accordance with U.S. generally accepted accounting principles in the United States ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited or interim statements, as permitted by Rule 10-01 of Regulation S-X of the SEC's Quarterly Report on Form 10-Q) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited or interim statements, to normal and recurring year-end audit adjustmentsadjustments none of which are expected to have, individually or in the aggregate, a Company Material Adverse Effect) the consolidated financial position of the Company and its consolidated Subsidiaries at the as of their respective dates thereof and the consolidated results of their operations and the cash flows of the Company and its consolidated Subsidiaries for the periods then ended. presented therein. (iii) The Company has (A) designed disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to its principal executive officer and principal financial officer; (B) designed internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP; (C) evaluated the effectiveness of the Company’s disclosure controls and procedures and, to the extent required by applicable law, presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation; and (D) to the extent required by applicable law, disclosed in such report or amendment any change in the Company’s internal control over financial reporting that occurred during the period covered by such report or amendment that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. (iv) The Company has disclosed, based on the most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting in connection with the Company’s financial reporting. (v) Since November 30January 1, 19982012, (A) neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries has incurred received or otherwise had or obtained knowledge of any liabilitiesmaterial complaint, except for (i) liabilities allegation, assertion or obligations incurred in claim, whether written or oral, regarding the ordinary course accounting or auditing practices, procedures, methodologies or methods of business consistent with past practicethe Company or any of its Subsidiaries or their respective internal accounting controls, including any credible complaint, allegation, assertion or claim that the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred Company or any of its Subsidiaries has engaged in connection with questionable accounting or as a result of this Agreement and the Merger and the transactions contemplated therebyauditing practices, and (iiiB) such other liabilities no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its Subsidiaries or their respective officers, directors, employees or agents to the Board or any committee thereof or to any director or officer of the Company. (vi) Since January 1, 2012, the Company has complied in all material respect with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (including the rules and obligations which, individually or in regulations promulgated thereunder) and (B) the aggregate, are de minimisapplicable listing and corporate governance rules and regulations of NASDAQ.

SEC Documents. (i) The Company has made available timely filed all reports, schedules, forms, statements and other documents with the SEC required to CSLC a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by the Company with since August 31, 2005 (the SEC since September 1, 1997 (as such documents have been amended to date, the "Company “SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date”). As of their respective filing dates, the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "“Securities Act"), ”) or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and the rules and regulations of the SEC promulgated thereunder applicable thereto (other than with respect to the timely filing thereof)such SEC Documents, in each case as in effect at such time, and none of the Company SEC Documents contained, at the time they were filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including the notes thereto) of the Company included in the Company SEC Documents comply when filed complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in all material respects in accordance with U.S. generally accepted accounting principles ("“GAAP"”) (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Qthereto) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) all material respects the consolidated financial position of the Company and its consolidated Subsidiaries at as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited quarterly statements, to normal year-end adjustments). Since November 30, 1998Except as set forth in the financial statements (including the notes thereto) included in the Filed SEC Documents, neither the Company nor any of its Subsidiaries has incurred any liabilitiesliabilities that would be required under GAAP, as in effect on the date of this Agreement, to be reflected on a consolidated balance sheet of the Company (including the notes thereto), except for liabilities and obligations that (iA) liabilities or obligations were incurred since the date of the most recent audited balance sheet included in such financial statements in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined)business, (iiB) liabilities are incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and by this Agreement or (iiiC) such other liabilities and obligations which, individually or in the aggregate, would not have a Material Adverse Effect. The Company has made available to Parent true and complete copies of all material correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since August 31, 2006 and prior to the date hereof. As of the date hereof, there are de minimisno material outstanding or unresolved comments in a comment letter received from the SEC staff with respect to any SEC Document. (ii) The Company has made all certifications and statements required by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the Company’s filings pursuant to the Exchange Act. The Company has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 promulgated under the Exchange Act) that are reasonably designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents.

SEC Documents. The Company (a) Millennium has timely filed with the Securities and Exchange Commission (the “SEC”) all documents required to be so filed by it in the preceding twelve months pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. Millennium and its Subsidiaries have filed with the SEC all documents required to be so filed by them in the preceding three fiscal years and during 2004 pursuant to Section 13(a) of the Exchange Act without regard to Rule 12b-25. Millennium has made available to CSLC a true and complete copy of Lyondell each registration statement, report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since September 1, 1997 (as such documents have been amended to date, the "Company SEC Documents") which constitute all the documents or information statement (other than preliminary materialmaterials) that it or its Subsidiaries have so filed in the Company was required to file preceding three fiscal years and during 2004, each in the form (including exhibits and any amendments thereto) filed with the SEC since such date(collectively, the “Millennium Reports”). As of their its respective datesdate, the Company SEC Documents each Millennium Report (i) complied in all material respects in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto and (other than with respect to the timely filing thereof), and none of the Company SEC Documents contained, at the time they were filed, ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. The consolidated financial statements Each of the Company consolidated balance sheets included in or incorporated by reference into Millennium Reports (including the Company SEC Documents comply related notes and schedules) fairly presents in all material respects with applicable accounting requirements the consolidated financial position of Millennium and with its Subsidiaries as of its date, and each of the published rules consolidated statements of operations, cash flows and regulations changes in stockholders’ equity included in or incorporated by reference into Millennium Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of Millennium and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q and Regulation S-X of the SEC and (y) normal year-end audit adjustments), in each case in accordance with respect U.S. generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein, except for such consolidated balance sheets and consolidated statements of operations, cash flows and changes in stockholders equity, if any, as have been modified or restated and have been included in subsequent filings with the SEC prior to the date hereof. (b) Except as and to the extent set forth on the consolidated balance sheet of Millennium and its Subsidiaries included in the Millennium 2003 10-K, including all notes thereto, have been as of the date of such balance sheet, neither Millennium nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, the balance sheet of Millennium or in the notes thereto prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orconsistently applied, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company and its Subsidiaries at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since November 30, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) other than liabilities or obligations incurred in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement which do not and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations whichare not reasonably likely to have, individually or in the aggregate, a Millennium Material Adverse Effect. (c) The Chief Executive Officer and Chief Financial Officer of Millennium have made all certifications required by Section 302 and Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and any related rules and regulations promulgated by the SEC; such certifications are de minimiscomplete and correct, contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and Millennium is otherwise in compliance with all applicable effective provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable effective listing and corporate governance rules of the NYSE. Neither Millennium nor any of its officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing or submission of the certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and made by its Chief Executive Officer and Chief Financial Officer. (d) Millennium has in place the “disclosure controls and procedures” (as defined in Rules 13a-14(c) and 15d-14(c) of the Exchange Act) required in order for the Chief Executive Officer and Chief Financial Officer of Millennium to engage in the review and evaluation process mandated by the Exchange Act. Millennium’s disclosure controls and procedures are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Millennium in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Millennium’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of Millennium referenced in Section 5.8(c). (e) Millennium and its Subsidiaries maintain accurate books and records reflecting in all material respects its assets and liabilities and maintain proper and adequate internal accounting controls. (f) Neither Millennium nor its Subsidiaries has, since July 30, 2002, extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or executive officer (or equivalent thereof) of Millennium. No loan or extension of credit is maintained by Millennium or its Subsidiaries to which the second sentence of Section 13(k)(1) of the Exchange Act applies.

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

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

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

SEC Documents. The (a) Since January 1, 2008, the Company has made available filed with, or furnished to, the Securities and Exchange Commission (the “SEC”) all documents required to CSLC a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed or furnished by the Company with under the SEC since September 1, 1997 Securities Act or the Exchange Act (as such documents have been amended to datecollectively, the "“Company SEC Documents") which constitute all ”). None of the documents (other than preliminary material) that Subsidiaries of the Company was required is, or has at any time been, subject to file with the SEC since such datereporting requirements of Sections 13(a) and 15(d) of the Exchange Act. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and as of their respective dates and except as amended or supplemented prior to the rules and regulations of the SEC thereunder applicable thereto date hereof (other than or with respect to Company SEC Documents filed or furnished after the timely filing thereofdate hereof, except as amended or supplemented prior to the Closing Date), and none of the Company SEC Documents contained, at the time they were filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Parent, Sub or their respective Subsidiaries in writing for inclusion in the Proxy Statement/Prospectus. The Each of the consolidated financial statements of the Company (including, in each case, any notes thereto) included in the Company SEC Documents comply in all material respects with applicable accounting requirements and with (collectively, the published rules and regulations of the SEC with respect thereto, “Company Financial Statements”) have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Qthereto) and fairly present (subject, in all material respects the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments set forth therein). Since November 30, 1998As of the date of this Agreement, neither the Company nor any of its Subsidiaries has incurred any liabilitiespending or unresolved comments from the SEC or any other Governmental Entity with respect to any of the Company SEC Documents. (b) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities, obligations or contingencies which (i) liabilities are reflected, or obligations for which reserves are established, on the consolidated balance sheet of the Company as of ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) were incurred in the ordinary course of business consistent with past practicesince ▇▇▇▇▇ ▇▇, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined)▇▇▇▇, (ii▇▇▇) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations whichwould not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or (iv) have been incurred in connection with the performance by the Company of its obligations under this Agreement or the transactions contemplated hereby. As of the date of this Agreement, neither the Company nor any of its Subsidiaries has any indebtedness for borrowed money or has guaranteed indebtedness for borrowed money of another Person (other than the Company or a wholly owned Subsidiary of the Company). (c) Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company, as applicable) has made the certifications required by Rules 13a-14 and 15d-14 promulgated under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to the Company SEC Documents. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” have the meanings ascribed to those terms under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (d) To the Knowledge of the Company, since January 1, 2008 and prior to the date of this Agreement, none of the Company, any of its Subsidiaries or any director, officer, auditor, accountant or representative of the Company or any of its Subsidiaries has received any substantive complaint, allegation, assertion or claim, whether written or oral, that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices. No current or former attorney representing the Company or any of its Subsidiaries has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents, to the current Board of Directors or any committee thereof or to any current director or executive officer of the Company. (e) The Company and its Subsidiaries have designed and maintain internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) to provide reasonable assurances (i) regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP (ii) that receipts and expenditures of the Company and its Subsidiaries are de minimisbeing made only in accordance with the authorization of management and directors of the Company and such Subsidiaries and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s or its Subsidiaries’ assets that could have a material effect on the Company’s financial statements. The Company has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) to ensure that material information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’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 the Company required under the Exchange Act with respect to such reports. (f) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Company Contract (including any Company Contract or arrangement 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 under the Exchange Act)), where the result, purpose or intended effect of such Company 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 such Subsidiary’s published financial statements or other Company SEC Documents. (g) Since January 1, 2009, the Company has not received any oral or written notification of any “material weakness” in the Company’s internal control over financial reporting. There is no outstanding “significant deficiency” or “material weakness” that the Company’s independent accountants certify has not been appropriately and adequately remedied by the Company. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Release No. 2007-005 of the Public Company Accounting Oversight Board, as in effect on the date hereof.

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

SEC Documents. (a) The Company has delivered or made available to CSLC a Parent true and complete copy copies of each reportregistration statement, scheduleproxy or information statement, registration statement form, report and definitive proxy statement other documents required to be filed by the Company it with the SEC Securities and Exchange Commission (the "SEC") since September January 1, 1997 1996 (as such documents have been amended to datecollectively, the "Company SEC DocumentsReports") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date). As of their respective dates, the Company SEC Documents complied Reports and any registration statements, reports, forms, proxy or information statements and other documents filed by the Company with the SEC 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 of 1933, as amended (the "Securities Act"), and the Exchange Act and the Trust Indenture Act of 1939(ii) did not, as amended (the "Trust Indenture Act")or, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof), and none of the Company SEC Documents contained, at the time they were those not yet filed, will not, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary 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 financial statements balance sheets of the Company included in or incorporated by reference into the Company SEC Documents comply Reports (including the related notes and schedules) presents fairly, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretorespects, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company and its consolidated Subsidiaries at the dates thereof as of its date, and each of the consolidated results statements of their operations income, retained earnings and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) presents fairly, in all material respects, the results of operations, retained earnings or cash flows, as the case may be, of the Company and its Subsidiaries for the periods then ended. Since November 30set forth therein (subject, 1998in the case of unaudited statements, to normal year-end audit adjustments), 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 Recent Company SEC Reports (as defined below) or in Section 2.8 of the Disclosure Schedule and except for the transactions expressly contemplated hereby, neither the Company nor any of its Subsidiaries has incurred any liabilitiesliabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of the Company or in the notes thereto, prepared in accordance with GAAP consistently applied, except for (i) liabilities or obligations incurred that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of the Company as of February 2, 1997 and (ii) liabilities or obligations arising in the ordinary course of business consistent with past practice(including trade indebtedness) since February 2, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which1997 which would not, individually or in the aggregate, are de minimishave a Material Adverse Effect.

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

SEC Documents. The Company has made available to CSLC a true filed all required reports, schedules, ------------- forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC since September January 1, 1997 1996 (as such documents have been amended to date, the "Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date). As of their respective dates, the Company SEC Documents complied in -------------- all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the -------------- rules and regulations of the SEC promulgated thereunder applicable thereto (other than with respect to the timely filing thereof)such SEC Documents, and none of the Company SEC Documents containedand, at the time they were filedof filing, none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"except, in the case of unaudited statements, as permitted by the applicable form under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Qthereto) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company and its Subsidiaries at as of the dates thereof and the their consolidated results statements of their operations operations, stockholders' equity and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments which were and are not expected to have a Material Adverse Effect). Since November 30Except as and to the extent set forth on the consolidated balance sheet of the Company and the Subsidiaries as at March 31, 19982000, including the notes thereto, neither the Company nor any Subsidiary has any liability or obligation of its Subsidiaries has incurred any liabilitiesnature (whether accrued, absolute, contingent or otherwise and whether required to be reflected on a balance sheet or not), except for (i) liabilities or and obligations incurred in the ordinary course of business consistent with past practicepractice since March 31, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or 2000 which in the aggregateaggregate 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 SEC Documents and all amendments and modifications thereto, as well as, to the extent any shall exist, all material 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 de minimiscurrently in effect.

SEC Documents. The (a) Since July 1, 1993, the Company has made available to CSLC a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company all documents with the SEC since September 1required to be filed under the Securities Act of 1933, 1997 as amended (as including the rules and regulations promulgated thereunder the "Securities Act"), or the Exchange Act (such documents have been amended to datefiled with the SEC on or before September 8, 1995 being the "Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date). As of their respective dates, (i) the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof), and ii) none of the Company SEC Documents contained, at the time they were filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has delivered to Parent its draft Annual Report on Form 10-K for the fiscal year ended June 30, 1995 (the "1995 Draft 10-K") including audited consolidated balance sheets and statements of income, changes in stockholders' equity, and cash flow and notes thereto as of and for the fiscal year ended June 30, 1995 (the "1995 Financial Statements"). The financial statements of the Company included in the Company SEC Documents and the 1995 Financial Statements comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Qthereto) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows changes in financial position for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Since November The Form 10-K of the Company as of and for the fiscal year ended June 30, 1998, neither 1995 to be filed by the Company nor with the SEC will not differ in any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in material respect from the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimis.1995 Draft 10-K.

SEC Documents. The Company has made available filed all reports, schedules, forms, statements and other documents required to CSLC a true be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement other documents together with any materials filed or furnished by the Company with under the SEC since September 1Exchange Act, 1997 (whether or not any such reports were required, are collectively referred to herein as such documents have been amended to date, the "Company “SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. .” As of their respective dates, the SEC Reports filed by the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)promulgated thereunder, and none of the Company SEC Documents containedDocuments, at when filed by the time they were filedCompany, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated As of their respective dates, the financial statements of the Company included in the Company SEC Documents comply complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. United States generally accepted accounting principles ("GAAP") applied on a consistent basis principles, consistently applied, during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto orthereto, or (b) in the case of unaudited or interim statements, as permitted by to the SEC's Quarterly Report on Form 10-Qextent they may exclude footnotes or may be condensed or summary statements) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) all material respects the consolidated financial position of the Company and its consolidated Subsidiaries at as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Since November 30, 1998, neither All material agreements to which the Company nor or any Subsidiary is a party or to which the property or assets of its Subsidiaries has incurred the Company or any liabilities, except for (i) liabilities Subsidiary are subject are included as part of or obligations incurred identified in the ordinary course SEC Documents, to the extent such agreements are required to be included or identified pursuant to the rules and regulations of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimisSEC.

SEC Documents. The Company has made available to CSLC a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC all ------------- reports, schedules, forms, statements and other documents required pursuant to the Securities Act and the Exchange Act since September January 1, 1997 1998, including, without limitation, the Amendment No. 4 to the Company's Registration Statement on Form S-1 (as Registration No. 333-75907) (such Amendment No. 4 being herein called the "Form S-1") and the Company's quarterly report on Form 10-Q for the -------- period ended June 30, 1999 (collectively, and in each case including all exhibits and schedules thereto and documents have been amended to dateincorporated by reference therein, the "Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date). As of their respective dates, the Company Form S-1 and the other ------------- SEC Documents complied in all material respects with the requirements of the Securities Act of 1933Act, as amended (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto (other than with respect to the timely filing thereof)such SEC Documents, and none of the Company SEC Documents contained, at the time they were filed, (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company all SEC Documents filed since January 1, 1998 (the "SEC Financial Statements") and the Company's pro-forma ------------------------- consolidated financial statements set forth in the Form S-1 comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC), applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Qthereto) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) accordance with generally accepted accounting principles the consolidated financial position of the Company (and its Subsidiaries at Subsidiaries) as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended. Since November 30ended (subject, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course case of business consistent with past practiceunaudited quarterly statements, including the Company's obligations under the "Fleet Agreement" (as hereinafter definedto normal year-end audit adjustments), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimis.

SEC Documents. Since the Company has been subject to the requirements of Section 12 of the Exchange Act, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the Exchange Act, including, without limitation, the Current Report, each Registration Statement, as the same may be amended from time to time, the Prospectus contained therein and each Prospectus Supplement thereto, and all information contained in such filings and all documents and disclosures that have been or may in the future be incorporated by reference therein (all such documents hereinafter referred to as the “SEC Documents”) and all such filings required to be filed within the last 12 months (or since the Company has been subject to the requirements of Section 12 of the Exchange Act, if shorter) have been made on a timely basis (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act), except as otherwise disclosed by the Company to the Investor pursuant to a separate disclosure letter delivered by the Company to the Investor as of the Effective Date (the “Disclosure Letter”). The Company has delivered or made available to CSLC a the Investor through the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇, true and complete copy copies of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since September 1Documents, 1997 (as such documents have been amended applicable. Except as disclosed in amendments or subsequent filings to date, the "Company SEC Documents") which constitute all , as of its filing date (or, if amended or superseded by a filing prior to the documents (other than preliminary material) that date hereof, on the Company was required to file with date of such amended or superseded filing), each of the SEC since such date. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933Act, as amended (the "Securities Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may beapplicable, and the rules and regulations of the SEC promulgated thereunder applicable thereto (other than with respect to the timely filing thereof)SEC Documents, and none of the Company SEC Documents contained, at the time they were filed, did not contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company and its Subsidiaries at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since November 30, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimis.

SEC Documents. The Company has made available to CSLC Concord a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since September 1December 31, 1997 (as such documents have since the time of their filing been amended to dateamended, the "Company SEC Documents") ), which constitute are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, (i) the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), ) or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)such Company SEC Documents, and (ii) none of the Company SEC Documents contained, at the time they were filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Except as disclosed in the Company Disclosure Letter, the consolidated financial statements of the Company included in the Company SEC Documents comply (including, without limitation, the audited balance sheet and related statements of operations, stockholders' equity and cash flows of the Company and its Subsidiaries for the fiscal year ended December 31, 2000, as audited by ▇▇▇▇▇▇, Jasco + Company, P.A. (such balance sheet is referred to hereinafter as the "Balance Sheet" and the Balance Sheet and related statements are referred to hereinafter as the "Year-End Financial Statements"), complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations operations, stockholders' equity and cash flows for the periods then endedended in accordance with GAAP. Since November 30As of December 31, 19982000, neither the Company nor any of its Subsidiaries has incurred had any liabilitiesliabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto) and which were not reflected on the Balance Sheet. Since December 31, 2000, except as and to the extent set forth in the Company SEC Documents and except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practicepractice and of substantially the same character, including type and magnitude as incurred in the past, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would have a Material Adverse Effect on the Company's obligations under . All agreements, contracts and other documents required to be filed as exhibits to any of the "Fleet Agreement" (as hereinafter defined)Company SEC Documents have been so filed. No Subsidiary of the Company is required to file any form, (ii) liabilities incurred in connection report or other document with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimisSEC.

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

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

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

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

SEC Documents. The Company (a) Lyondell has timely filed with the SEC all documents required to be so filed by it in the preceding twelve months pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. Lyondell and its Subsidiaries have filed with the SEC all documents required to be so filed by them in the preceding three fiscal years and during 2004 pursuant to Section 13(a) of the Exchange Act without regard to Rule 12b-25. Lyondell has made available to CSLC a true and complete copy of Millennium each registration statement, report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since September 1, 1997 (as such documents have been amended to date, the "Company SEC Documents") which constitute all the documents or information statement (other than preliminary materialmaterials) that it or its Subsidiaries have so filed in the Company was required to file preceding three fiscal years and during 2004 each in the form (including exhibits and any amendments thereto) filed with the SEC since such date(collectively, the “Lyondell Reports”). As of their its respective datesdate, the Company SEC Documents each Lyondell Report (i) complied in all material respects in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto and (other than with respect to the timely filing thereof), and none of the Company SEC Documents contained, at the time they were filed, ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. The consolidated financial statements Each of the Company consolidated balance sheets included in or incorporated by reference into Lyondell Reports (including the Company SEC Documents comply related notes and schedules) fairly presents in all material respects with applicable accounting requirements the consolidated financial position of Lyondell and with its Subsidiaries as of its date, and each of the published rules consolidated statements of operations, cash flows and regulations changes in stockholders’ equity included in or incorporated by reference into Lyondell Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of Lyondell and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q and Regulation S-X of the SEC and (y) normal year-end audit adjustments), in each case in accordance with respect U.S. generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein, except for such consolidated balance sheets and consolidated statements of operations, cash flows and changes in stockholders equity, if any, as have been modified or restated and have been included in subsequent filings with the SEC prior to the date hereof. (b) Except as and to the extent set forth on the most recent consolidated balance sheet of Lyondell and its Subsidiaries included in the Lyondell 2003 10-K, including all notes thereto, have been as of the date of such balance sheet, neither Lyondell nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Lyondell or in the notes thereto prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orconsistently applied, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company and its Subsidiaries at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since November 30, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) other than liabilities or obligations incurred in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement which do not and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations whichare not reasonably likely to have, individually or in the aggregate, a Lyondell Material Adverse Effect. (c) The Chief Executive Officer and Chief Financial Officer of Lyondell have made all certifications required by Section 302 and Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related rules and regulations promulgated by the SEC; such certifications are de minimiscomplete and correct, contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and Lyondell is otherwise in compliance with all applicable effective provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable effective listing and corporate governance rules of the NYSE. Neither Lyondell nor any of its officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing or submission of the certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and made by its Chief Executive Officer and Chief Financial Officer. (d) Lyondell has in place the “disclosure controls and procedures” (as defined in Rules 13a-14(c) and 15d-14(c) of the Exchange Act) required in order for the Chief Executive Officer and Chief Financial Officer of Lyondell to engage in the review and evaluation process mandated by the Exchange Act. Lyondell’s disclosure controls and procedures are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Lyondell in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Lyondell’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of Lyondell referenced in Section 6.8(c). (e) Lyondell and its Subsidiaries maintain accurate books and records reflecting in all material respects its assets and liabilities and maintain proper and adequate internal accounting controls. (f) Neither Lyondell nor its Subsidiaries has, since July 30, 2002, extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or executive officer (or equivalent thereof) of Lyondell. No loan or extension of credit is maintained by Lyondell or its Subsidiaries to which the second sentence of Section 13(k)(1) of the Exchange Act applies.

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

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

SEC Documents. The (a) Since September 1, 1996, the Company has made available filed all documents with the SEC required to CSLC a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by the Company with under the SEC since September 1, 1997 Securities Act or the Exchange Act (as such documents have been amended to date, the "Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof), and none of the Company SEC Documents contained, at the time they were filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated 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 financial statements of the Company included in the Company SEC Documents and the Company Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Qthereto) and fairly present in all material respects the financial position of the Company as at the dates thereof and the results of its operations and changes in financial position for the periods then ended (subject, in the case of the unaudited or interim statements, to normal year-end audit adjustments and recurring audit adjustmentsto any other adjustments set forth therein). (b) the consolidated financial position of Except as set forth in the Company and its Subsidiaries at Disclosure Letter, the dates thereof and Company SEC Documents, the consolidated results of their operations and cash flows for Company Reports or the periods then ended. Since November 30, 1998Company Disclosure Letter, neither the Company nor any of its Subsidiaries has incurred any liabilitiesliability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for (i) liabilities or and obligations incurred in the ordinary course of business consistent with past practicepractice since June 30, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which1997 which would not, individually or in the aggregate, are de minimishave a Material Adverse Effect on the Company. Except as set forth in the Company Disclosure Letter, neither the Company nor any of its 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 filed with the Securities and Exchange Commission (the "Commission") all forms, reports, schedules, statements and other documents required to CSLC a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by it since its initial public offering under the Company Securities Exchange Act of 1934, as amended (together with the SEC since September 1, 1997 (as such documents have been amended to daterules and regulations thereunder, the "Company SEC DocumentsExchange Act") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of or the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the "Securities Act")) (such documents, as supplemented and amended since the time of filing, collectively, the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture ActCompany SEC Documents"), as . The Company has timely filed with the case may be, and Commission all Company SEC Documents within the rules and regulations five-year period preceding the date hereof. To the best of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)Company's knowledge, and none of the Company SEC Documents containedDocuments, including, without limitation, any financial statements or schedules included or incorporated by reference therein, at the time they were filedfiled (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (and, in the case of any prospectus, in light of the circumstances under which they were made), not misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The consolidated To the best knowledge of the Company, the financial statements of the Company included in the Company SEC Documents comply at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, have been were prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) Q of the Commission), and fairly present presented (subject, in the case of the unaudited or interim financial statements, to normal and normal, recurring year-end audit adjustments) adjustments consistent with past practice), in all material respects, the consolidated financial position of the Company and its Subsidiaries consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since November 30, 1998, neither No subsidiary of the Company nor is subject to the periodic reporting requirements of the Exchange Act or required to file any of its Subsidiaries has incurred form, report or other document with the Commission, the Nasdaq Stock Market, Inc., any liabilities, except for (i) liabilities stock exchange or obligations incurred in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such any other liabilities and obligations which, individually or in the aggregate, are de minimiscomparable governmental authority.

SEC Documents. (i) The Company has made available to CSLC a true filed and complete copy of each reportfurnished all required reports, scheduleschedules, registration statement and statements, definitive proxy statement filed by statements and exhibits to the Company foregoing documents with or to the SEC since September 1December 31, 1997 2001 (as such documents have been amended to date, the "“Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended 1933 (the "“Securities Act"), ”) or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)such Company SEC Documents, and none of the Company SEC Documents contained, at the time they were filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No Subsidiary is required to file any forms, reports or other documents with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act. The consolidated financial statements of the Company included in the Company SEC Documents comply were prepared from the books and records of the Company and the Subsidiaries, complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with U.S. generally accepted accounting principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited or interim statements, as permitted by Rule 10-01 of Regulation S-X of the SEC's Quarterly Report on Form 10-Q) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited or interim statements, to normal and normal, recurring audit adjustments, none of which are material) the consolidated financial position of the Company and its the Subsidiaries at the as of their respective dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and the Subsidiaries for the periods then endedpresented therein. Since November 30, 1998, neither Except as disclosed in the Company nor SEC Documents, there are no agreements, arrangements or understandings between the Company and any party who is at the date of its Subsidiaries has incurred this Agreement or was at any liabilitiestime prior to the date hereof but after December 31, except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice2001, including the Company's obligations under the "Fleet Agreement" an Affiliate (as hereinafter defined), ) of the Company that are required to be disclosed in the Company SEC Documents. (ii) liabilities incurred The Company has not received written notice from the SEC or any other Governmental Entity that any of its accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by the SEC or any other Governmental Entity. Since December 31, 2001, the Company’s independent public accounting firm has not informed the Company that it has any material questions, challenges or disagreements regarding or pertaining to the Company’s accounting policies or practices. Since December 31, 2001, to the knowledge of the Company, no officer or director of the Company has received or has become entitled to receive any material compensation from any entity that has engaged in connection or is engaging in any material transaction with the Company or as a result any Subsidiary of this Agreement and the Merger and Company. There are no off-balance sheet special purpose entities or financing arrangements of the transactions contemplated thereby, and Company or the Subsidiaries. (iii) With respect to each annual report on Form 10-K, each quarterly report on Form 10-Q and each amendment of any such other liabilities and obligations which, individually or report included in the aggregateCompany SEC Documents, are de minimisthe chief executive officer and chief 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 certifications were correct when made.

SEC Documents. The Company ▇▇▇▇▇▇ has made available to CSLC a true filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other Documents with the SEC (as defined in Article X) since September January 1, 1997 (including the ▇▇▇▇▇▇ Post-Signing SEC Documents (as such documents have been amended to datedefined in Section 6.10), the "Company ▇▇▇▇▇▇ SEC DocumentsDOCUMENTS") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date). As of their respective dates, the Company ▇▇▇▇▇▇ SEC Documents complied or, in the case of the ▇▇▇▇▇▇ Post-Signing SEC Documents, will comply as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof), and none of the Company ▇▇▇▇▇▇ SEC Documents containedcontained or, at in the time they were filedcase of the ▇▇▇▇▇▇ Post-Signing SEC Documents, will contain, any untrue statement of a material fact or omitted or, in the case of the ▇▇▇▇▇▇ Post-Signing SEC Documents, 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 ▇▇▇▇▇▇ included in the Company ▇▇▇▇▇▇ SEC Documents comply or, in the case of the ▇▇▇▇▇▇ Post-Signing SEC Documents, will comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been or, in the case of the ▇▇▇▇▇▇ Post-Signing SEC Documents, will have been prepared in accordance with U.S. generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited statements, for the absence of footnotes and as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved subject thereto (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Qthereto) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company ▇▇▇▇▇▇ and its Subsidiaries at consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since November 30ended (subject, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course case of business consistent with past practiceunaudited statements, including to normal year-end adjustments and the Company's obligations under absence of footnotes). Except as disclosed in the "Fleet Agreement" (▇▇▇▇▇▇ SEC Documents, as hereinafter defined), (ii) liabilities incurred in connection with required by GAAP or as a result of this Agreement and the Merger and the transactions contemplated therebyrequired by any Governmental Entity, and (iii) such other liabilities and obligations which▇▇▇▇▇▇ has not, individually since December 31, 1997, made any change in accounting practices or policies applied in the aggregate, are de minimispreparation of financial statements.

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

SEC Documents. The Company HNWC has made available previously furnished to CSLC a Aloha and the Stockholders true and complete copy copies of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since September 1, 1997 (as such documents have been amended to date, the "Company SEC Documents") which constitute all the documents (other than preliminary material) that the Company was required to file HNWC has filed with the SEC since such dateJanuary 1, 1999 (the "SEC Documents"). As of their respective dates, filing dates (except as thereafter amended) the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Securities Exchange Act of 1933, as amended 1934 (the "Securities Exchange Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof), and none of the Company SEC Documents contained, at the time they were filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleadingmisleading except to the extent corrected by a subsequently filed SEC Document. The consolidated financial statements of the Company HNWC included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the rules and regulations of the SEC's Quarterly Report on Form 10-Q) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company and its Subsidiaries HNWC as at the dates thereof and the consolidated results of their operations and cash flows changes in financial position for the periods then ended. Since November 30, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for ended (i) liabilities or obligations incurred subject in the ordinary course case of business consistent with past practiceunaudited statements, including to normal recurring audit adjustments). Except as disclosed in the Company's obligations under SEC Documents filed prior to the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result execution of this Agreement, or except as contemplated by this Agreement and the Merger and or on account of the transactions contemplated therebyhereby, and (iii) such other liabilities and obligations whichsince the date of the most recent SEC Document, individually or there has not been any material adverse change in the aggregateresults of operations, are de minimisfinancial condition, assets or business of HNWC (other than on account of matters which affect generally the economy or the industries in which HNWC is engaged).

SEC Documents. The Company Regent has made available filed all reports, schedules, forms, statements and other documents required to CSLC a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by the Company it with the SEC since September 1, 1997 Commission pursuant to the Securities Act of 1933 and the Securities Exchange Act of 1934 (as such documents have been amended to date, the "Company SEC Documents") which constitute ), and during the 12 calender months prior to the Effective Time all the documents (other than preliminary material) such SEC Documents have been filed in a timely manner, except for any failure to timely file a document that the Company was required would not make Regent ineligible to file with the SEC since such datecertain short form registration statements. As of their respective dates, the Company The Regent SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (" or the "Trust Indenture Exchange Act"), as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder applicable thereto (other than with respect to the timely filing thereof)SEC Documents, and none of the Company SEC Documents containedDocuments, at the time they were filedfiled with the Commission, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated As of their respective dates, the financial statements of the Company Regent included in the Company SEC Documents comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, . Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto orthereto, or (ii) in the case of unaudited or interim statements, as permitted by to the SEC's Quarterly Report on Form 10-Qextent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial condition of Regent as of the respective dates thereof and the results of its operations and cash flows for the respective periods then ended (subject, in the case of the unaudited or interim statements, to normal and recurring year-end audit adjustments) ). Regent has not received notification from the consolidated financial position SEC, the National Association of the Company and its Subsidiaries at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since November 30Securities Dealers Inc. and/or any federal or state securities bureaus that any investigation (informal or formal), 1998inquiry or claim is pending, neither the Company nor threatened or in process against Regent and/or relating to any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice, including the CompanyRegent's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimissecurities.

SEC Documents. The Company has made available delivered to CSLC a true and complete copy of AMRE each registration statement, report, schedule, registration statement and definitive proxy statement or information statement (as defined in Regulation 14C under the Exchange Act) prepared by it since March 31, 1993, (including exhibits and any amendments thereto) filed by the Company with the SEC since September 1, 1997 (as such documents have been amended to datecollectively, the "Company SEC DocumentsCOMPANY REPORTS") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date). As of their respective dates, (i) the Company SEC Documents Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)thereunder, and none of (ii) the Company SEC Documents contained, at the time they were filed, Reports and any Private Placement Memorandums of Company did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements Each of the consolidated balance sheets of Company included in the Company SEC Documents comply in all material respects with applicable accounting requirements Reports (including the related notes and with the published rules and regulations of the SEC with respect thereto, have schedules) has been prepared in accordance with U.S. generally accepted accounting principles consistently applied, or, if unaudited, in accordance with applicable published accounting requirements of the SEC, and fairly presents the consolidated financial position of Company and the Company's Subsidiaries as of its date, and each of the consolidated statements of income, changes in stockholders' equity and cash flows of Company included the Company Reports (including any related notes and schedules, and together with the consolidated balance sheets of the Company, the "GAAPCOMPANY FINANCIAL STATEMENTS") applied on a consistent basis during has been prepared in accordance with generally accepted accounting principles consistently applied, or, if unaudited, in accordance with applicable published accounting requirements of the SEC, and fairly presents the results of operations, changes in stockholders' equity or cash flows, as the case may be, of the Company and the Company's Subsidiaries for the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Q) and fairly present set forth therein (subject, in the case of the unaudited or interim statements, to normal and recurring year-end audit adjustments) adjustments which would not cause a material adverse effect on the consolidated financial position condition, business, operations, liquidity, property, or assets of the Company and its the Company Subsidiaries at the dates thereof and the consolidated results of their operations and cash flows for the periods then endedconsidered as a single enterprise). Since November 30, 1998, neither Neither the Company nor any of its the Company Subsidiaries has incurred any liabilities, except for (i) material liabilities or obligations incurred of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of the Company or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business consistent since June 30, 1995 (the "BALANCE SHEET DATE"). The balance sheet of the Company for March 31, 1995 and the related consolidated statements of income for the period ended March 31, 1995 are hereafter referred to as the "MARCH COMPANY FINANCIALS". All material agreements, contracts and other documents required to be filed as exhibits to any of the Company Reports have been so filed. The Company has timely filed all reports, registration statements and other filings required to be filed with past practicethe SEC under the rules and regulations of the SEC. Any financial statements prepared for filing with the SEC by the Company subsequent to the date of the March Company Financials or the date hereof, including the Company's obligations under the "Fleet Agreement" but not limited to its year ended March 31, 1996 audited financial statements (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimis.but only to the

SEC Documents. The (i) Except as specified in Section 3.1(e)(i) of the Disclosure Schedule, Company has made available to CSLC filed on a true timely basis all required reports, schedules, forms, statements and complete copy of each reportother documents, scheduleand any exhibits required thereto, registration statement and definitive proxy statement filed by the Company with the SEC since September 1November 20, 1997 2002 (such reports, schedules, forms, statements and other documents, and any exhibits required thereto, being hereinafter referred to as such documents have been amended to date, the "Company SEC DocumentsDOCUMENTS"). Except as specified in Section 3.1(e)(i) which constitute all of the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As Disclosure Schedule, as of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto (other than with respect to the timely filing thereof)such SEC Documents, and none of the Company SEC Documents containedas of such dates (or, at if amended or superceded by a filing prior to the time they were fileddate of this Agreement, then as of the date of such subsequent filing) contained any untrue statement statements of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The , except to the extent corrected prior to the date of this Agreement by a subsequently filed SEC Document. (ii) Except as specified in Section 3.1(e)(ii) of the Disclosure Schedule, the consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. accounting principles generally accepted accounting principles in the United States of America ("GAAP"except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may otherwise be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Qthereto) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) all material respects the consolidated financial position of the Company and its consolidated Subsidiaries at as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since November 30ended (subject, 1998in the case of unaudited quarterly statements, neither to normal year-end audit adjustments and lack of certain footnotes). (iii) Company has complied with the Company nor any certification requirements under Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 in connection with the filing of its Subsidiaries periodic reports. Company has incurred any liabilities, except for (i) liabilities or obligations incurred and will have in the ordinary course of business consistent with past practice, including the Company's obligations under place the "Fleet Agreementdisclosure controls and procedures" (as hereinafter defined), (iidefined in Rules 13a-15(e) liabilities incurred and 15d-15(e) of the Exchange Act) required in connection with or as a result order for the Chief Executive Officer and Chief Financial Officer of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or Company to engage in the aggregate, are de minimisreview and evaluation process mandated by the Exchange Act.

SEC Documents. The Company ▇▇▇▇▇r has made available to CSLC the Purchaser a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company UP&UP with the SEC since September 1, 1997 United States Securities and Exchange Commission (as such documents have been amended to date, the "Company SEC") since April 19, 1996 and prior to the date of this Agreement (the "UP&UP SEC Documents") ), which constitute are all the documents (other than preliminary material) that the Company UP&UP was required to file with the SEC since such date. As of their respective dates, the Company UP&UP SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act and the Trust Indenture Act of 19391934, as amended (the "Trust Indenture Exchange Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof)such UP&UP SEC Documents, and none of the Company UP&UP SEC Documents contained, at the time they were filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company UP&UP SEC Documents comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with U.S. United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim financial statements, as permitted by Rule 10-01 of Regulation S-X of the SEC's Quarterly Report on Form 10-Q) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited or interim financial statements, to normal and normal, recurring audit adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position of the Company UP&UP and its consolidated Subsidiaries at the as of their respective dates thereof and the consolidated results of their operations and the consolidated cash flows of UP&UP and its consolidated Subsidiaries for the periods then ended. Since November 30, 1998, neither the Company nor any of its Subsidiaries has incurred any liabilities, except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimispresented therein.

SEC Documents. The Since January 1, 1997, the Company has made available to CSLC a true and complete copy filed or, in the case of each report, schedule, registration statement and definitive proxy statement filed by the Company Post-Signing SEC Documents (as defined in Section 6.10), will file all required reports, schedules, forms, statements and other Documents with the SEC since September 1, 1997 (as such documents have been amended to datedefined in Article X) (collectively, including the Company Post-Signing SEC Documents, the "Company COMPANY SEC DocumentsDOCUMENTS") which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date). As of their respective dates, the Company SEC Documents complied or, in the case of the Company Post-Signing SEC Documents, will comply as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (other than with respect to the timely filing thereof), and none of the Company SEC Documents containedcontained or, at in the time they were filedcase of the Company Post-Signing SEC Documents, will contain, any untrue statement of a material fact or omitted or, in the case of the Company Post-Signing SEC Documents, 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 included in the Company SEC Documents (the "FINANCIAL STATEMENTS") comply or, in the case of the Company Post-Signing SEC Documents, will comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been or, in the case of the Company Post-Signing SEC Documents, will have been prepared in accordance with U.S. generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited statements, for the lack of normal year-end adjustments, the absence of footnotes and as permitted by Form 10-QSB and Item 310 of Regulation S-B of the SEC) applied on a consistent basis during the periods involved subject thereto (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by the SEC's Quarterly Report on Form 10-Qthereto) and fairly present (subject, in the case of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company and its Subsidiaries at consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end adjustments and the absence of footnotes). Since November 30Except as disclosed in the Financial Statements, 1998as required by GAAP or as required by any Governmental Entity, neither the Company nor has not, since December 31, 1997, made any of its Subsidiaries has incurred any liabilities, except for (i) liabilities change in accounting practices or obligations incurred policies applied in the ordinary course preparation of business consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such other liabilities and obligations which, individually or in the aggregate, are de minimisFinancial Statements.