Common use of SEC Documents Clause in Contracts

SEC Documents. The Trust has 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 be filed by the Trust since December 31, 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws"). As of their respective dates, the Trust SEC Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the balance sheets of the Trust included in or incorporated by reference into the Trust SEC Reports (including the related notes and schedules) fairly presents the 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 Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Act.

SEC Documents. (i) The Trust Company has made available to 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 all required forms, reports and documents by the Company with the Securities and Exchange Commission ("the “SEC"”) since December 31February 15, 1994 2005 and prior to the date of this Agreement (collectivelythe “Company SEC Documents” and, together with the Subsidiary SEC Documents, the "Trust “SEC Reports"Documents”), which are all of which were prepared in accordance with the applicable requirements of documents (other than preliminary material) that the Exchange Act and the Securities Act. The Trust SEC Reports were filed Company was required to file with the SEC in a timely manner since February 15, 2005 and constitute all forms, reports and documents required prior to be filed by the Trust since December 31, 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws")date of this Agreement. As of their respective dates, each of the Trust Company SEC Reports (i) Documents, as amended, complied as to form in all material respects with the applicable requirements of the Securities Laws Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each . (ii) The financial statements of the balance sheets Company included in the Company SEC Documents, including all notes and schedules thereto, complied in all material respects, when filed or if amended prior to the date of this Agreement, as of the Trust included in or incorporated by reference into date of such amendment, with the Trust SEC Reports (including the related notes rules and schedules) fairly presents the financial position regulations of the Trust as of its date and each of the statement of incomeSEC with respect thereto, retained earnings and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case were prepared in accordance with generally accepted accounting principles consistently in the United States (“GAAP”) applied on a consistent basis during the periods involved, involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form Rule 10-Q pursuant 01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to Section 13 normal year-end audit adjustments) the financial position of the Company and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. (iii) As of the date of this Agreement, the Company has disclosed, based on its most recent evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or 15(doperation 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 reasonably 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 Trust Company has filed all required forms, reports and documents with (the Securities and Exchange Commission ("SEC"“SEC Documents”) 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 be filed by it under the Trust since 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, 1994 under 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 Documents prior to the expiration of any such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act, Act and the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws"). As of their respective dates, the Trust SEC Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws SEC promulgated thereunder, and (ii) did not contain none of the SEC Documents, when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each ; 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 balance sheets Exchange Act. The financial statements of the Trust Company included in the SEC Documents comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or incorporated by reference into the Trust SEC Reports (including the related notes thereto, and schedules) fairly presents present in all material respects the financial position of the Trust Company and its Subsidiaries as of its date and each for the dates thereof and the results of the statement of income, retained earnings operations and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (then ended, subject, in the case of unaudited statements, to normal normal, immaterial, year-end audit adjustments adjustments. All material agreements to which would not be material in amount the Company is a party or effect), in each case in accordance with generally accepted accounting principles consistently applied during to which the periods involved, except property or assets of the Company are subject are included as may be noted therein and except, part of or specifically identified in the case SEC Documents to the extent required by the rules and regulations of the unaudited statements, SEC as permitted in effect at the time of filing. The Company has prepared and filed with the SEC all filings and reports required by Form 10-Q pursuant to Section 13 or 15(d) of the Securities Act and the Exchange ActAct to make the Company’s filings and reports current in all respects.

SEC Documents. The Trust Company has made available to Parent each registration statement, report, proxy statement or information statement (other than preliminary materials) filed all required forms, reports and documents by the Company with the Securities and Exchange Commission ("SEC") since December 31January 1, 1994 2000, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "Trust SEC Company 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 Company has filed with the SEC in a timely manner and constitute all forms, reports and documents required to be filed by it with the Trust SEC pursuant to relevant securities statutes, regulations, policies and rules since December 31, 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws")such time. As of their respective dates, the Trust SEC Company Reports (i) complied as to form were prepared in all material respects accordance with the applicable requirements of the Securities Laws Act of 1933 ("Securities Act"), the Exchange Act, and the rules and regulations thereunder and complied with the then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary 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. Each of the consolidated balance sheets of the Trust included in or incorporated by reference into the Trust SEC Company Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Trust Company and its Subsidiaries as of its date and each of the statement consolidated statements of incomeearnings, retained earnings and cash flows of the Trust and stockholders' equity included in or incorporated by reference into the Trust SEC Company Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings cash flows or cash flowschanges in stockholders' equity, as the case may be, of the Trust Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal yearsuch exceptions as may be permitted by Form 10-end audit adjustments which would not be material in amount or effectQ of the SEC), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Acttherein.

SEC Documents. The Trust Company has made available to Investor true and complete copies of all reports or registration statements the Company has filed all required forms, reports and documents with the Securities and Exchange Commission ("SEC") since 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, 1994 2005, all in the form so filed (collectively, collectively the "Trust SEC ReportsDOCUMENTS"), all of which were prepared in accordance with the applicable requirements of the Exchange Act and the Securities Act. The Trust SEC Reports were Company has filed with the SEC in a timely manner and constitute all forms, reports and documents that the Company was required to be filed by the Trust since December 31, 1994 file under the Securities Act, the Exchange Act and during the rules and regulations promulgated thereunder (12 months preceding the "Securities Laws")date of this Agreement. As of their respective filing dates, the Trust SEC Reports (i) Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act or the Exchange Act, as applicable, and (ii) did not contain none of the SEC Documents filed under the Exchange Act contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC. Each None of the balance sheets SEC Documents 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 Trust included in or incorporated by reference into statements therein not misleading at the Trust time such SEC Reports (including Documents became effective under the related notes and schedules) fairly presents Securities Act. Without limiting the financial position of foregoing, the Trust as of its date and Company meets each of the statement eligibility requirements for the use of income, retained earnings and cash flows Form S-3 in connection with the resale registration of the Trust included in or incorporated by reference into Shares as contemplated under the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange ActRegistration Rights Agreement.

SEC Documents. The Trust Company has filed or furnished all required formsreports, reports schedules, registration statements and other documents and exhibits thereto with or to the Securities and Exchange Commission ("SEC") SEC since December 31, 1994 (collectively, 2006 and through the "Trust SEC Reports"), all Business Day prior to the date 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 be filed by the Trust since December 31, 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder this Agreement (the "Securities Laws")“Company SEC Documents”) except as set forth on Company Disclosure Schedule 4.7. As of their respective datesdates of filing with or publicly furnishing to the SEC (or, if amended or supplemented by a filing prior to the date hereof, as of the date of such latest filing), the Trust Company SEC Reports (i) Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed with or publicly furnished to the SEC (iior, if amended or supplemented by a filing prior to the date hereof, as of the date of such latest filing) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each The financial statements of the balance sheets Company, included in the Company SEC Documents 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 Trust included date of such latest filing), in or incorporated by reference into all material respects with all applicable accounting requirements and with the Trust SEC Reports (including the related notes published rules and schedules) fairly presents the financial position regulations of the Trust SEC with respect thereto, have been prepared in accordance with GAAP (except as of its date and each of may be indicated in the statement of income, retained earnings and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (subjectthereto or, in the case of unaudited statements, to normal yearas permitted by the requirements of Form 10-end audit adjustments which would not be Q promulgated by the SEC and the requirements of Regulation S-X promulgated by the SEC) and fairly present in all material respects the consolidated financial position of the Company and the consolidated results of operations, changes in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during shareholder’s equity and cash flows of the Company as of the dates and for the periods involved, except as may be noted therein and exceptshown (subject, in the case of the any unaudited interim financial statements, to normal and recurring year-end adjustments as permitted by Form 10-Q pursuant and Regulation S-X or that, individually or in the aggregate, would not reasonably be expected to Section 13 or 15(d) of have a Material Adverse Effect with respect to the Exchange ActCompany).

SEC Documents. The Trust Seller has filed all required forms, reports and documents with the United States Securities and Exchange Commission ("the “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 reports, schedules, statements and other documents required to be filed by it since March 20, 2000 (as such documents have been amended since the Trust since December 31time of their filing, 1994 under the Securities Actcollectively, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws"“Seller Reports”). As of their respective datesdates or, if amended, as of the date of the last such amendment, the Trust SEC Reports (i) Seller Reports, including, without limitation, any financial statements or schedules included therein, complied as to form in all material respects with the applicable requirements Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws Laws”), and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each None of the balance sheets Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Trust Exchange Act. The financial statements of the Seller included in or incorporated by reference into the Trust Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Reports with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (including “GAAP”) applied on a consistent basis during the related periods involved (except as may be indicated in the notes thereto) and schedules) fairly presents present the consolidated financial position and the consolidated results of the Trust as of its date and each of the statement of income, retained earnings operations and cash flows of Seller and its consolidated subsidiaries as at the Trust included in dates thereof or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Actpresented therein.

SEC Documents. The Trust ▇▇▇▇▇ has furnished or filed all reports, schedules, registration statements and other documents 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 to be furnished or filed with the SEC in a timely manner and constitute all formssince August 3, reports and documents required to be filed by the Trust since December 31, 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder 2011 (the "Securities Laws"“▇▇▇▇▇ SEC Documents”). As of their respective datesdates of being furnished or filed with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the Trust ▇▇▇▇▇ SEC Reports (i) complied as Documents complied, and each ▇▇▇▇▇ SEC Document filed after the date hereof and prior to form the Closing Date will comply, in all material respects with the applicable requirements of the Securities Laws Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such ▇▇▇▇▇ SEC Documents, and none of the ▇▇▇▇▇ SEC Documents when so furnished or filed contained (iior to the extent filed after the date hereof and prior to the Closing Date, will contain) did not contain any untrue statement of a material fact or omit omitted (or will 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. Each ▇▇▇▇▇ SEC Document that is a registration statement, as amended, if applicable, filed pursuant to the Securities Act, as of the balance sheets date such registration 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 therein not misleading. The financial statements of ▇▇▇▇▇ included in the ▇▇▇▇▇ SEC Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with all the published rules and regulations of the Trust included in or incorporated by reference into the Trust SEC Reports with respect thereto (including the related notes and schedules) fairly presents the 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 Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange ActSEC), have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed therein) and fairly present in all material respects the consolidated financial position of ▇▇▇▇▇ and its consolidated Subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows of such companies as of the dates and for the periods shown. As of the date hereof, there are no outstanding written comments from the SEC with respect to any of the ▇▇▇▇▇ SEC Documents.

SEC Documents. The Trust Company has 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 SEC, and constitute has heretofore made available to Parent true and complete copies of, all reports, schedules, forms, reports statements and other documents required to be filed with the SEC by the Trust Company since December 31May 1, 1994 under the Securities Act1996 (together with all information incorporated therein by reference, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities LawsSEC Documents"). No Subsidiary of the Company is required to file any report, schedule, form, statement or other document with the SEC. As of their respective dates, each of the Trust SEC Reports Documents filed prior to June 15, 2002 (ieach a "Filed SEC Document") complied as to form in all material respects with the applicable requirements of the Securities Laws Act of 1933, as amended (the "Securities Act") or the Exchange Act, as the case may be, and (ii) did the rules and regulations promulgated thereunder, and none of the Filed SEC Documents 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 Filed SEC Document has been revised or superseded by a later Filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each SEC Document that the Company files with the SEC on or after June 15, 2002, as of the date thereof, will comply in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, and none of such SEC Documents will contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each , except that, in the case of the balance sheets of Proxy Statement, no representation is made by the Trust included Company with respect to statements made therein based on information supplied by Parent or Sub in or incorporated by reference into writing specifically for inclusion in the Trust SEC Reports Proxy Statement. The financial statements (including the related notes) of the Company included in the SEC Documents (including the Proxy Statement) and the Other Filings complied, as of the date filed, or will comply when filed, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been or will be prepared in accordance with generally U.S. 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) and schedules) fairly presents presented or will present in all material respects the consolidated financial position of the Trust Company and its consolidated Subsidiaries as of its date the dates thereof and each their consolidated results of the statement of income, retained earnings operations and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments which would not be material in amount or effectand the absence of footnotes), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Act.

SEC Documents. The Trust Seller is obligated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed all reports or other documents required formsto be filed under the Exchange Act. All SEC Documents filed by the Seller as of or for any period beginning on or after July 1, reports and documents with the Securities and Exchange Commission 2003, ("SEC"i) since December 31, 1994 (collectively, the "Trust SEC Reports"), all of which were prepared in all material respects 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 be filed by the Trust since December 31, 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws"). As of their respective dates, the Trust SEC Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each The Seller has previously delivered to the Purchaser a correct and complete copy of each report (including, without limitation, the most recent Proxy Statement) which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after June 30, 2006 (the “Recent Reports”) to the extent not available via ▇▇▇▇▇. None of the balance sheets of information about the Trust included in Seller or incorporated by reference into the Trust SEC Reports (including the related notes and schedules) fairly presents the financial position of the Trust as any of its date and each of Subsidiaries which has been disclosed to the statement of income, retained earnings and cash flows of the Trust included in Purchasers herein or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (subject, in the case course of unaudited statements, to normal year-end audit adjustments discussions and negotiations with respect hereto which would is 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 except, disclosed in the case of Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange ActPurchasers.

SEC Documents. The Trust Company has filed all required reports, schedules, forms, reports statements and other documents with the Securities and Exchange Commission (the "SEC") since December 31, 1994 (collectively, any of the foregoing are referred to herein as the "Trust SEC ReportsDocuments")) since March 7, 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 be filed by the Trust since December 31, 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws")1996. As of their respective dates, the Trust SEC Reports (i) Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act, or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each 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 balance sheets SEC Documents contain any untrue statement of a material fact if such statement were made as of the Trust date hereof or omits to state any material fact that would be required to be stated therein if filed as of the date hereof, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in or incorporated the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by reference into Form 10-Q of the Trust SEC Reports SEC) applied on a consistent basis during the periods involved (including except as may be indicated in the related notes thereto) and schedules) fairly presents present the consolidated financial position of the Trust Company and its consolidated subsidiaries as of its date the dates thereof and each the consolidated results of the statement of income, retained earnings their operations and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case . All of the unaudited statementsCompany's SEC documents filed since March 7, as permitted by Form 10-Q pursuant 1996 have been provided to Section 13 or 15(d) of the Exchange ActPurchasers.

SEC Documents. The Trust Company has filed all required reports, schedules, ------------- forms, reports statements and other documents with the Securities and Exchange Commission ("SEC") SEC since December 31January 1, 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 be filed by the Trust since December 31, 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder 1996 (the "Securities LawsSEC Documents"). As of their respective dates, the Trust SEC Reports (i) Documents complied as to form in -------------- all material respects with the applicable requirements of the Securities Laws Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and (ii) did not contain the -------------- rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and, at the time of filing, none of the SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each The financial statements of the balance sheets Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Trust included SEC with respect thereto, have been prepared in or incorporated accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by reference into the Trust SEC Reports applicable form under the Exchange Act) applied on a consistent basis during the periods involved (including except as may be indicated in the related notes thereto) and schedules) fairly presents present the consolidated financial position of the Trust Company and its Subsidiaries as of its date the dates thereof and each their consolidated statements of the statement of incomeoperations, retained earnings stockholders' equity and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments which would were and are not expected to have a Material Adverse Effect). Except as and to the extent set forth on the consolidated balance sheet of the Company and the Subsidiaries as at March 31, 2000, including the notes thereto, neither the Company nor any Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise and whether required to be material in amount reflected on a balance sheet or effectnot), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein for liabilities and except, obligations incurred in the case ordinary course of business consistent with past practice since March 31, 2000 which in the aggregate 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 unaudited statementsSEC Documents and all amendments and modifications thereto, as permitted well as, to the extent any shall exist, all material amendments and modifications that have not been filed by Form 10-Q pursuant the Company with the SEC to Section 13 or 15(d) of all agreements, documents and other instruments that previously had been filed by the Exchange ActCompany with the SEC and are currently in effect.

SEC Documents. The Trust Company has 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 ------------- reports, schedules, forms, reports statements and other documents required pursuant to be filed by the Trust since December 31, 1994 under the Securities Act, Act and the Exchange Act since January 1, 1998, including, without limitation, the Amendment No. 4 to the Company's Registration Statement on Form S-1 (Registration No. 333-75907) (such Amendment No. 4 being herein called the "Form S-1") and the rules Company's quarterly report on Form 10-Q for the -------- period ended June 30, 1999 (collectively, and regulations promulgated thereunder (in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Securities LawsSEC Documents"). As of their respective dates, the Trust Form S-1 and the other ------------- SEC Reports (i) Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (iiincluding any and all financial statements included therein) did not contain as of such dates contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each The consolidated financial statements of the balance sheets Company included in 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 the published rules and regulations of the Trust included in or incorporated by reference into the Trust SEC Reports (including the related notes and schedules) fairly presents the financial position of the Trust as of its date and each of the statement of incomewith respect thereto, retained earnings and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case have been prepared in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and (except, in the case of the unaudited consolidated quarterly statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange ActSEC), applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with generally accepted accounting principles the consolidated financial position of the Company (and its Subsidiaries) as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. The Trust has Company and its Subsidiaries have filed or furnished all required formsreports, reports schedules, registration statements and other documents and exhibits thereto with or to the Securities and Exchange Commission ("SEC") SEC since December 31, 1994 (collectively, 2005 and through the "Trust SEC Reports"), all Business Day prior to the date 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 be filed by the Trust since December 31, 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder this Agreement (the "Securities Laws")“Company SEC Documents”) except as set forth on Company Disclosure 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 Trust Company SEC Reports (i) Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed with or publicly furnished to the SEC (iior, if amended or supplemented by a filing prior to the date hereof, as of the date of such latest filing) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each The financial statements of the balance sheets Company and its Subsidiaries, included in the Company SEC Documents 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 Trust included date of such latest filing), in or incorporated by reference into all material respects with all applicable accounting requirements and with the Trust SEC Reports (including the related notes published rules and schedules) fairly presents the financial position regulations of the Trust SEC with respect thereto, have been prepared in accordance with GAAP (except as of its date and each of may be indicated in the statement of income, retained earnings and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (subjectthereto or, in the case of unaudited statements, as permitted by the requirements of Form 10-Q promulgated by the SEC and the requirements of Regulation S-X promulgated by the SEC) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries (in the case of Company SEC Documents filed by the Company) or the entities purported to normal year-end audit adjustments which would not be material presented therein (in amount the case of Company SEC Documents filed by Subsidiaries or effect)separate accounts) and the consolidated results of operations, changes in each case in accordance with generally accepted accounting principles consistently applied during shareholder’s equity and cash flows of such companies or entities as of the dates and for the periods involved, except as may be noted therein and exceptshown (subject, in the case of the any unaudited interim financial statements, to normal and recurring year-end adjustments as permitted by Form 10-Q pursuant and Regulation S-X or that, individually or in the aggregate, would not reasonably be expected to Section 13 or 15(d) of have a Material Adverse Effect with respect to the Exchange ActCompany).

SEC Documents. The Trust Seller is obligated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the "SEC Documents"). The Seller has filed all reports or other documents required formsto be filed under the Exchange Act. All SEC Documents filed by the Seller as of or for any period beginning on or after January 1, reports and documents with the Securities and Exchange Commission 2001, ("SEC"i) since December 31, 1994 (collectively, the "Trust SEC Reports"), all of which were prepared in all material respects 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 be filed by the Trust since December 31, 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws"). As of their respective dates, the Trust SEC Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each The Seller has previously delivered to the Purchaser a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31, 2002 (the "Recent Reports"). None of the balance sheets of information about the Trust included in Seller or incorporated by reference into the Trust SEC Reports (including the related notes and schedules) fairly presents the financial position of the Trust as any of its date and each of Subsidiaries which has been disclosed to the statement of income, retained earnings and cash flows of the Trust included in Purchasers herein or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (subject, in the case course of unaudited statements, to normal year-end audit adjustments discussions and negotiations with respect hereto which would is 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 except, disclosed in the case of Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange ActPurchasers.

SEC Documents. (a) The Trust Company has timely filed all required forms, reports and documents with the U.S. Securities and Exchange Commission ("the “SEC"”) all documents (including exhibits and any amendments thereto) required to be so filed by it since December 31January 1, 1994 2016 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to Parent each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "Trust SEC “Company Reports"”). As of its respective date, each Company Report (i) complied in all of which were prepared material respects in accordance with the applicable requirements of each 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 be filed by the Trust since December 31, 1994 under the Securities Act, the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and other Applicable Law, as the case may be, and, in each case, the applicable rules and regulations promulgated thereunder (the "Securities Laws"). As of their respective dates, the Trust SEC Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws SEC thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. misleading except (y) for such statements, if any, as have been corrected by subsequent filings with the SEC prior to the date hereof or (z) with respect to information supplied by or on behalf of Parent or Holdings, as to which the Company makes no representation. (b) Each of the consolidated balance sheets of the Trust included in or incorporated by reference into the Trust SEC Company Reports (including the related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of the Trust Company and its Subsidiaries as of its date date, and each of the statement consolidated statements of incomeoperations, retained earnings and cash flows of the Trust and equity included in or incorporated by reference into the Trust SEC Company Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein in all material respects (subject, in the case of unaudited statements, to normal year-end recurring audit adjustments which would not normal in nature and amount) the results of operations, cash flows or changes in Members’ equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be material in amount or effect)filed by the Company with the SEC after the date of this Agreement will comply, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each case of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will be, prepared in all material respects in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein and exceptindicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form Rule 10-Q pursuant to Section 13 or 15(d) 01 of Regulation S-X of the Exchange ActSEC. Ernst & Young LLP is an independent registered public accounting firm with respect to the Company and has not resigned or been dismissed as independent registered public accountants of the Company.

SEC Documents. (i) The Trust Company has 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 reports, schedules, statements, financial statements and other documents required to be filed with the SEC by the Trust Company since December 31, 1994 under the Securities Act2003 (together with all information incorporated therein by reference, the Exchange Act and “SEC Documents”). No Subsidiary of the rules and regulations promulgated thereunder (Company is required to file any form, report, schedule, statement or other document with the "Securities Laws")SEC. As of their respective datesdates or, if amended prior to the date hereof, as of the amendment date, the Trust SEC Reports (i) Documents complied as to form in all material respects with the applicable requirements of the United States Securities Laws Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents at the time it was filed or, if amended prior to the date hereof, as of the amendment date, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each Except to the extent that information contained in any SEC Document filed and publicly available prior to the date of this Agreement (each, a “Filed SEC Document”) has been revised or superseded by a later filed SEC Document, none of the balance sheets 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 Trust included in or incorporated by reference into the Trust SEC Reports circumstances under which they were made, not misleading. (ii) The financial statements (including the related notes thereto) of the Company included in the SEC Documents comply as to form, as of their respective dates of filing or, if amended prior to the date hereof, as of the date of filing of the amendment, in all material respects with applicable accounting requirements and schedulesthe published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presents present in all material respects the consolidated financial position of the Trust Company and its consolidated Subsidiaries as of its date the dates thereof and each their consolidated results of the statement of income, retained earnings operations and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments which adjustments). Except for liabilities and obligations incurred (A) in connection with this Agreement or the transactions contemplated hereby or (B) reflected or reserved against in the consolidated balance sheet of the Company as of December 31, 2006, including the notes thereto, the Company and its Subsidiaries have no liabilities of any nature (whether accrued, absolute, contingent or otherwise) that individually or in the aggregate have had or would not reasonably be expected to have a Material Adverse Effect. (iii) Since December 31, 2003, the Company has been and is in compliance in all material in amount or effectrespects with (A) the applicable provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and (B) the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. Section 3.1(e)(iii) of the Company Disclosure Letter sets forth, as of the date hereof, a schedule of all outstanding loans to officers or directors of the Company and the payment status thereof, and there has been no default on, or forgiveness or waiver of, in each case whole or in accordance with generally accepted accounting principles consistently applied part, any such loan during the periods involved, except as may be noted therein two years immediately preceding the date hereof. (iv) The Company has made all certifications and except, in the case statements required by Sections 302 and 906 of the unaudited statements, S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the SEC Documents. (v) The Company and its Subsidiaries maintain systems of “internal control over financial reporting” (as permitted by Form 10-Q pursuant to Section 13 or 15(ddefined in Rule 13a-15(f) of the Exchange Act) that comply in all material respects with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or Persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company and its Subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (vi) The Company has disclosed, based on the most recent evaluation by the chief executive officer and the chief financial officer of the Company, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. (vii) As of the date hereof, the Company has not identified any material control deficiencies.

SEC Documents. The Trust SKM has furnished PAL with a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by SKM with the SEC since August 31, 1999 and all required forms, reports and documents with correspondence from the Securities and Exchange Commission and any blue sky administrator with respect thereto ("SEC") as such documents have since December 31, 1994 (collectivelythe time of their filing been amended, the "Trust SKM SEC ReportsDocuments"), all of which were prepared in accordance with the applicable requirements of the Exchange Act ) and the Securities Act. The Trust SEC Reports were since that date SKM has filed with the SEC in a timely manner and constitute all forms, reports and documents required to be filed by pursuant to Section 15(d) of the Trust since December 31, 1994 under the Securities Exchange Act, including but not limited to, a statement of beneficial ownership on the Exchange Act 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 rules and regulations promulgated thereunder (SEC describing the "Securities Laws")change of the Board of Directors of SKM contemplated hereby. As of their respective dates, the Trust SKM SEC Reports (i) Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC thereunder applicable to such SKM SEC Documents, and none of the SKM SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each The financial statements of SKM included in the SKM SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the balance sheets of the Trust included in or incorporated by reference into the Trust SEC Reports (including the related notes with respect thereto, are accurate, complete and schedules) fairly presents the 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 Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently the books and records of SKM and have been prepared in accordance with GAAP applied on a consistent basis during the periods involved, involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) QSB of the Exchange ActSEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of SKM as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.

SEC Documents. The Trust 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 filed all required forms, reports and documents with the Securities and Exchange Commission (the "SEC") since December 31all reports, 1994 statements, schedules and other documents (collectively, the "Trust SEC ReportsDocuments")) required to be filed. Except as set forth in Section “5II” of Exhibit “G”, 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 Documents required to be filed by WWR as of the Trust since December 31, 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws")date of this Agreement were timely filed by WWR or filed within an allowable extension. As of their respective dates, the Trust SEC Reports (i) Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act or the Securities Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC promulgated thereunder, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each As of their respective dates, the financial statements included in the SEC Documents filed since March 31, 2010 (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the balance sheets of the Trust included SEC with respect thereto. There are no material misstatements or omissions in or incorporated any periodic report previously filed by reference into the Trust SEC Reports (including the related notes and schedules) fairly presents the 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 Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q WWR pursuant to Section 13 or 15(d) of the Securities Exchange Act or in any proxy or information material previously furnished to its stockholders pursuant to Section 14 of the Exchange Act.

SEC Documents. The Trust has filed all required forms(a) On the date the Offer is commenced, reports the Parent and documents the Purchaser shall file with the United States Securities and Exchange Commission (the "SEC") since December 31, 1994 (collectively, the "Trust SEC Reports"), all of which were prepared a Tender Offer Statement on Schedule 14D-1 in accordance with the applicable requirements Exchange Act with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule 14D-1"). The Schedule 14D-1 will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "Offer Documents"). Concurrently with the filing of the Schedule 14D-1 by the Parent and the Purchaser, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the Securities Actexhibits thereto, the "Schedule 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 3.2(a) hereof. The Trust SEC Reports were filed Company and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-1 and all amendments and supplements thereto prior to their filing with the SEC in a timely manner and constitute all forms, reports and documents required or dissemination to be filed by stockholders of the Trust since December 31, 1994 under the Securities Act, the Exchange Act Company. (b) The Parent and the rules Purchaser shall take all steps necessary to ensure that the Offer Documents, and regulations promulgated thereunder (the "Securities Laws"). As of their respective datesCompany shall take all steps necessary to ensure that the Schedule 14D-9, the Trust SEC Reports (i) complied as to form will comply in all material respects with the provisions of applicable requirements of federal and state securities Laws. The information provided and to be provided by the Securities Laws Parent, the Purchaser or the Company for use in the Schedule 14D-1, the Offer Documents and (ii) did not the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholders, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the balance sheets Parent and the Purchaser shall take all steps necessary to cause the Offer Documents, and the Company shall take all steps necessary to cause the Schedule 14D-9, to be filed with the SEC and to be disseminated to holders of the Trust included Shares, in or incorporated each case as and to the extent required by reference into the Trust SEC Reports (including the related notes applicable federal and schedules) fairly presents the financial position state securities Laws. Each of the Trust Parent and the Purchaser, on one hand, and the Company, on the other hand, shall promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect. The Purchaser shall take all steps necessary to cause the Offer Documents, and the Company shall take all steps necessary to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable federal and state securities Laws. The Purchaser and its date counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide the Purchaser and its counsel with copies of any written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and each of the statement Parent and the Purchaser agrees to provide the Company and its counsel with copies of incomeany written comments that the Parent, retained earnings and cash flows the Purchaser or their respective counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Actsuch comments.

SEC Documents. The Trust Seller is obligated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the "SEC Documents"). The Seller has filed all reports or other documents required formsto be filed under the Exchange Act. All SEC Documents filed by the Seller as of or for any period beginning on or after January 1, reports and documents with the Securities and Exchange Commission 2002, ("SEC"i) since December 31, 1994 (collectively, the "Trust SEC Reports"), all of which were prepared in all material respects 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 be filed by the Trust since December 31, 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws"). As of their respective dates, the Trust SEC Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each The Seller has previously delivered to the Purchaser a correct and complete copy of each report (including, without limitation, the 2004 Proxy Statement) which the Seller filed with the Securities and Exchange Commission (the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31, 2003 (the "Recent Reports"). None of the balance sheets of information about the Trust included in Seller or incorporated by reference into the Trust SEC Reports (including the related notes and schedules) fairly presents the financial position of the Trust as any of its date and each of Subsidiaries which has been disclosed to the statement of income, retained earnings and cash flows of the Trust included in Purchasers herein or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (subject, in the case course of unaudited statements, to normal year-end audit adjustments discussions and negotiations with respect hereto which would is 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 except, disclosed in the case of Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange ActPurchasers.

SEC Documents. The Trust Except as set forth on SCHEDULE 10.4, the Company has filed made all required forms, reports and documents 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 Commission Act of 1934, as amended (the "SECExchange Act") since December 31, 1994 (collectively1998. The Company has provided to SJMB a true, complete and correct copy of the "Trust SEC Reports")Company's annual report on Form 10-K for the fiscal years ended December 31, 1998 and December 31,1999, together with all of which were prepared in accordance amendments thereto, and any and all filings with the applicable requirements SEC made by the Company (including all requested exhibits to such filings) since the filing of the Exchange Act and the Securities Act. The Trust SEC Reports were said Form 10-K (all such documents that have been filed with the SEC in a timely manner and constitute all formsSEC, reports and documents required as amended, are referred to be filed by the Trust since December 31, 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (as the "Securities LawsCompany SEC Documents"). As of their respective dates, and except as amended, the Trust Company SEC Reports (i) Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act or the Exchange Act, as the case may be, and (ii) did not contain as of their respective dates, none of the Company SEC Documents contained any untrue statement of a an material fact or omit omitted to state a material fact required to be stated therein herein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each The consolidated financial statements of the balance sheets 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 Trust included in or incorporated by reference into the Trust SEC Reports (including the related notes and schedules) fairly presents the financial position of the Trust as of its date and each of the statement of incomewith respect thereto, retained earnings and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case have been prepared in accordance with generally accepted accounting principles consistently GAAP applied on a consistent basis during the periods involved, involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(dQ) and fairly present (subject, in the case of the Exchange Actunaudited statements, to normal recurring audit adjustments) the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. Except as set forth in the Company 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 which would have a Material Effect and (ii) the operations of each of the Company and each of its Subsidiaries have been conducted in the ordinary course of business except as previously disclosed to SJMB.

SEC Documents. (i) The Trust Company has made available to 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, definitive proxy statement and other documents filed all required forms, reports and documents or furnished by the Company with the Securities and Exchange Commission ("the “SEC"”) since December 31January 1, 1994 2012 (collectively, the "Trust “Company SEC Reports"Documents”), which are all of which were prepared in accordance with the applicable requirements of forms, reports, statements, schedules, prospectuses, registration statements, definitive proxy statements and other documents that the Exchange Act and the Securities Act. The Trust SEC Reports were filed Company was required to file with the SEC in a timely manner and constitute all formssince January 1, reports and documents required to be filed by the Trust since December 31, 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws")2012. As of their respective datesits filing date, each of the Trust Company SEC Reports (i) Documents, as amended, complied as to form in all material respects with the applicable requirements of the Securities Laws Act of 1933 (the “Securities Act”) or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each As of the balance sheets date of this Agreement, there are no outstanding or unresolved SEC comments. To the knowledge of the Trust included in or incorporated by reference into the Trust SEC Reports (including the related notes and schedules) fairly presents the financial position Company, as of the Trust as date of its date and each this Agreement, none of the statement Company SEC Documents is the subject of income, retained earnings and cash flows ongoing SEC review or outstanding SEC Comment. (ii) The financial statements of the Trust included in or incorporated by reference into the Trust SEC Reports Company (including any related notes thereto) included in the Company SEC Documents complied as to form in all material respects with the applicable requirements and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, published rules and regulations of the Trust for the periods set forth therein SEC (subject, in the case of unaudited statements, to normal yearincluding Regulation S-end audit adjustments which would not be material in amount or effectX), in each case were prepared in accordance with generally accepted accounting principles consistently in the United States (“GAAP”) applied on a consistent basis during the periods involved, involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments none of which are expected to have, individually or in the aggregate, a Company Material Adverse Effect) the financial position of the Company and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods 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 pursuant to Section 13 or 15(d) any amendment thereto its conclusions about the effectiveness of the Exchange Actdisclosure 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 January 1, 2012, (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 received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any credible complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (B) 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 regulations promulgated thereunder) and (B) the applicable listing and corporate governance rules and regulations of NASDAQ.

SEC Documents. The Trust Company has filed and furnished all required reports, schedules, forms, reports certifications, prospectuses, and documents with the Securities registration, 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 other statements with the SEC since January 1, 2019 (collectively and together with all documents filed on a voluntary basis on Form 8-K, and in a timely manner each case including all exhibits and constitute all forms, reports schedules thereto and documents required to be filed incorporated by the Trust since December 31, 1994 under the Securities Actreference therein, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws"“SEC Documents”). As of their respective effective dates and as of their respective SEC filing dates, the Trust SEC Reports (i) Documents complied as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Laws Act and (ii) did not contain the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as the case may be, applicable to such SEC Documents, and none of the SEC Documents as of such respective dates contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each Except for (v) liabilities and obligations reflected or reserved against in the consolidated balance sheet of the balance sheets Company 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 connection with the negotiation thereof and evaluation of alternatives to the transactions contemplated by this Agreement, (x) liabilities and obligations incurred by the Company and its subsidiaries in the ordinary course of business since September 30, 2019, (y) liabilities and obligations not required by GAAP to be accrued or disclosed on the financial statements of the Trust included in or incorporated by reference into the Trust SEC Reports (including the related notes Company and schedules) fairly presents the financial position of the Trust as of its date subsidiaries 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 Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount (individually 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 except, in the case 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, the Company and its subsidiaries have no liabilities or obligations of the unaudited statementsany kind, as permitted by Form 10-Q pursuant to Section 13 character, description or 15(d) of the Exchange Actnature whatsoever, whether known or unknown.

SEC Documents. The Trust Except as set forth on Schedule 7.01(w), ------------- ---------------- the Company has filed filed, and as of the Closing Date the Company will have filed, all required reports, schedules, forms, reports statements and other documents with the Securities and Exchange Commission ("SEC") since December 31June 3, 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 be filed by the Trust since December 31, 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities LawsDocuments"). As of their respective dates, the Trust SEC Reports (i) the SEC ------------- Documents complied as to form or will comply in all material respects with the all applicable requirements of the Securities Laws Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission promulgated thereunder, and (ii) did not contain none of the SEC Documents contained any untrue statement of a material fact or omit failed to state a material fact required to be stated therein or otherwise necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each 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 balance sheets 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 Trust circumstances under which they were made, not misleading. The financial statements of the Company included within the SEC Documents (including, in each case, any notes thereto) (i) comply or incorporated will comply as to form in all material respects with the accounting requirements of the Commission applicable thereto, (ii) have been prepared or will be prepared in accordance with GAAP (as in effect as of the date thereof) applied on a consistent basis during the periods involved, except in the case of unaudited statements as permitted by reference into Form 10-Q of the Trust SEC Reports Commission and other rules and regulations of the Commission, and (including the related notes and schedulesiii) fairly presents present in all material respects, or will fairly present in all material respects, the consolidated financial position of the Trust Company and its Subsidiaries (if any) as of its the date thereof and each the consolidated results of the statement of income, retained earnings their operations and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (then ended, subject, in the case of any unaudited 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 except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Actadjustments.

SEC Documents. The Trust Company has 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 SEC, and constitute has heretofore made available to Parent true and complete copies of, all reports, schedules, forms, reports statements and other documents required to be filed with the SEC by the Trust Company since December 31June 1, 1994 under the Securities Act2000 (together with all information incorporated therein by reference, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities LawsSEC Documents"). No subsidiary of the Company is required to file any report, schedule, form, statement or other document with the SEC. As of their respective dates, each of the Trust SEC Reports (i) Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act of 1933, as amended (the "Securities Act") or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents at the time they were filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each 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 balance sheets 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 Trust included in or incorporated by reference into the Trust SEC Reports circumstances under which they were made, not misleading. The financial statements (including the related notes) of the Company included in the 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 the published rules and regulations of the SEC with respect thereto, have been or will be prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and schedules) fairly presents presented or will present in all material respects the consolidated financial position of the Trust Company and its consolidated subsidiaries as of its date the dates thereof and each their consolidated results of the statement of income, retained earnings operations and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments which would not be material in amount or effectand the absence of footnotes), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except . Except as may be noted therein and except, set forth in the case Filed SEC Documents, the Company and its subsidiaries have no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which are or could reasonably be expected to become material to the unaudited statementsCompany and its subsidiaries, taken as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Acta whole.

SEC Documents. The Trust Enron has filed all required forms, reports and documents with the Securities 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 Commission Act, and has made available ("SEC"in paper form or via the internet) since December 31to Dynegy each registration statement, 1994 report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "Trust SEC Enron Reports") and has included in the Enron Disclosure Letter a draft of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 (the "Draft Third Quarter Report"). As of its respective date, each Enron Report (i) complied in all of which were prepared material respects 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 be filed by the Trust since December 31, 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws"). As of their respective dates, the Trust SEC Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. Each of the consolidated balance sheets of the Trust included in or incorporated by reference into the Trust SEC Enron Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of the Trust Enron and its consolidated Subsidiaries as of its date date, and each of the statement consolidated statements of incomeoperations, retained earnings and cash flows of the Trust and changes in shareholders' equity included in or incorporated by reference into the Trust SEC Enron Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings cash flows or cash flowschanges in shareholders' equity, as the case may be, of the Trust Enron and its consolidated 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 of the SEC and (y) normal year-end audit adjustments which would will not be material in amount or effectmaterial), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein therein. The draft consolidated balance sheet of Enron and exceptits consolidated Subsidiaries as of September 30, 2001 (the "September 30, 2001 Balance Sheet") included in the case Draft Third Quarter Report (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Enron and its consolidated Subsidiaries as of that date, and the unaudited statementsconsolidated statements of operations, cash flows and changes in shareholders' equity included in the Draft Third Quarter Report (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in shareholders' equity, as the case may be, of Enron and its consolidated Subsidiaries for the period then ended (subject to (A) such exceptions as may be permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange ActSEC, (B) normal year-end audit adjustments which will not be material and (C) changes routinely anticipated in the preparation of the final Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 which will not be material), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent set forth in the September 30, 2001 Balance Sheet, neither Enron 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 consolidated balance sheet of Enron and its consolidated Subsidiaries or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations that were incurred in the ordinary course of business since September 30, 2001 and liabilities or obligations that do not and are not reasonably likely to have, individually or in the aggregate, an Enron Material Adverse Effect. All reserves or adjustments required by generally accepted accounting principles to be reflected in the carrying value of the assets included in the September 30, 2001 Balance Sheet have been taken other than reserves or adjustments which do not and are not reasonably likely to have, individually or in the aggregate, an Enron Material Adverse Effect.

SEC Documents. The Trust Company has filed all required forms, reports and documents provided the Fund with copies of its Annual Report on Form 10-KSB for the Securities and Exchange Commission ("SEC") since year ended December 31, 1994 1996, its Quarterly Reports on Form 10-QSB for the quarters ended March 31, 1997 and June 30, 1997, the Schedule 13e-4 and the 1997 SB-2 (collectively, the "Trust SEC ReportsDocuments"), all of which were prepared in accordance with the applicable requirements of the Exchange Act and the Securities Act. The Trust SEC Reports were each as filed with the SEC in a timely manner and SEC. As of the date of this Agreement, such documents constitute all forms, reports and documents required to be filed by the Trust Company with the SEC since December 31, 1994 1996. The Company will promptly file with the SEC all amendments to the SEC Documents, and any additional reports or other documents that may be required under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (by the "Securities Laws")SEC. As The Company will provide the Fund with copies of each Additional SEC Document promptly upon the filing thereof. On the date of their respective datesfilings, the Trust SEC Reports (i) complied as to form Documents complied, and each Additional SEC Document will comply, in all material respects with the applicable requirements of the Securities Laws Exchange Act of 1934, as amended (the "Exchange Act"). None of the SEC Documents contained, and (ii) did not contain none of the Additional SEC Documents will contain, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each In addition, the 1997 SB-2 complied in all material respects with the requirements of the balance sheets Securities Act on the date it was filed, and each amendment filed thereto will comply in all material respects with the requirements of the Trust included in or incorporated by reference into Securities Act on the Trust SEC Reports (including the related notes date such amendment is filed. The Company has complied, and schedules) fairly presents the financial position of the Trust as of its date and each of the statement of incomewill continue to comply, retained earnings and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) all applicable requirements of the Exchange ActAct and the rules and regulations promulgated thereunder, with respect to the Tender Offer, and all applicable requirements of the Exchange Act and the Securities Act with respect to the Contemplated Public Offering.

SEC Documents. The Trust (i) Since January 1, 2008, the Company has filed with or furnished to the SEC all required reports, schedules, forms, reports statements and other 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 filings required to be filed or furnished by the Trust since December 31, 1994 under Company pursuant to the Securities Act, Act or the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws"“SEC Documents”). No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective dates, each of the Trust SEC Reports (i) Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act of 1933, as amended, and the rules and regulations promulgated thereunder (iicollectively, the “Securities Act”) did not contain and the Exchange Act, in each case, applicable to such SEC Document and as in effect on the date such SEC Document was filed or furnished (or, if subsequently amended or supplemented prior to the date of this Agreement, at the time of such amendment or supplement), and none of the SEC Documents at the time it was filed or furnished contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each 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 balance sheets Company thereto. As of the Trust included date of this Agreement, there are no outstanding or unresolved comments in or incorporated such comment letters received by reference into the Trust Company from the SEC. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Reports Documents is the subject of any ongoing review by the SEC. The financial statements (including the related notes and schedulesnotes) fairly presents the financial position of the Trust Company included in the SEC Documents complied, at the time the respective statements were filed or furnished, as of its date to form in all material respects with the applicable accounting requirements and each the published rules and regulations of the statement SEC with respect thereto as in effect on the date such SEC Document was filed or furnished (or, if subsequently amended or supplemented prior to the date of incomethis Agreement, retained earnings and cash flows at the time of the Trust included in such amendment or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effectsupplement), in each case were prepared in accordance with generally accepted accounting principles consistently applied during in effect from time to time in the periods involved, except as may be noted therein and United States of America (“GAAP”) (except, in the case of the unaudited quarterly financial statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange ActSEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended. Except as set forth in the most recent audited financial statements (including the notes thereto) included in the Filed SEC Documents, the Company and its Subsidiaries have no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise).

SEC Documents. The Trust Company has filed all required reports, schedules, forms, reports statements 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 other documents required to be filed by the Trust Company with the SEC since December 31January 1, 1994 under 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) (collectively, the “SEC Documents”). As of its respective filing date, each SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder (the "Securities Laws"). As of their respective datesapplicable to such SEC Document, the Trust SEC Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each 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 balance sheets SEC Documents as of the Trust 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 or incorporated by reference into the Trust SEC Reports (including Documents when filed complied as to form in all material respects with the related notes published rules and schedules) fairly presents the financial position regulations of the Trust as of its date and each of the statement of incomeSEC with respect thereto, retained earnings and cash flows of the Trust included have been prepared in or incorporated by reference into the Trust SEC Reports all material respects in accordance with United States generally accepted accounting principles (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (subjectexcept, in the case of unaudited 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 except, in the case of the unaudited quarterly statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange ActSEC 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) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end adjustments).

SEC Documents. The Trust DVN has made available to PZE each registration statement, report, proxy statement or information statement (other than preliminary materials) filed all required forms, reports and documents by DVN with the Securities SEC since January 1, 1998, each in the form (including exhibits and Exchange Commission ("SEC"any amendments thereto) since December 31, 1994 filed with the SEC prior to the date hereof (collectively, the "Trust SEC DVN 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 DVN has filed with the SEC in a timely manner and constitute all forms, reports and documents required to be filed by it with the Trust SEC pursuant to relevant securities statutes, regulations, policies and rules since December 31, 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws")such time. As of their respective dates, the Trust SEC DVN Reports (i) complied as to form were prepared in all material respects in accordance with the applicable requirements of the Securities Laws Act, the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary 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. Each of the consolidated balance sheets of the Trust included in or incorporated by reference into the Trust SEC DVN Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of the Trust DVN and its Subsidiaries as of its date and each of the statement consolidated statements of incomeoperations, retained earnings and cash flows of the Trust and shareholders' equity included in or incorporated by reference into the Trust SEC DVN Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings cash flows or cash flowschanges in stockholders' equity, as the case may be, of the Trust DVN and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal yearsuch exceptions as may be permitted by Form 10-end audit adjustments which would not be material in amount or effectQ of the SEC), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and excepttherein. Since December 31, 1998, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed in the case of DVN Reports or which would not have, individually or in the unaudited statementsaggregate, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Acta DVN Material Adverse Effect.

SEC Documents. The Trust (a) Parent has filed with the SEC all required forms, reports and documents statements (including any amendments thereto) required to be so filed by it since April 17, 2012 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to Seller each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form filed with the Securities and Exchange Commission ("SEC") since December 31, 1994 SEC (collectively, the "Trust SEC “Reports"”). (b) As of the Execution Date, Buyer represents that, as of the date it was filed with the SEC, each Report (i) complied in all of which were prepared in accordance material respects 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 be filed by the Trust since December 31, 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws"). As of their respective dates, the Trust SEC Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws and (ii) did not contain include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the Execution Date. As of the Closing Date, Buyer represents that, as of the date it was filed with the SEC, each Report (i) complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and (ii) did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the Closing Date. (c) Each of the consolidated balance sheets of the Trust included in or incorporated by reference into the Trust SEC Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of the Trust Parent and its subsidiaries as of its date date, and each of the statement consolidated statements of incomeoperations, retained earnings and cash flows of the Trust and changes in stockholders’ equity included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings cash flows or cash flowschanges in stockholders’ equity, as the case may be, of the Trust Parent and its subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to (i) such exceptions as may be permitted by Form 10-Q of the SEC and (ii) normal year-year end audit adjustments which would not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein therein. Except as and except, to the extent set forth on the consolidated balance sheet of Parent and its subsidiaries included in the case most recent Report filed prior to the date of this Agreement that includes such a balance sheet, including all notes thereto, as of the unaudited statementsdate of such balance sheet, as permitted by Form 10-Q pursuant neither Parent nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to Section 13 be reflected on, or 15(d) reserved against in, a balance sheet of Parent or in the Exchange Actnotes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations which do not and are not reasonably likely to have, individually or in the aggregate, a Buyer Material Adverse Effect.

SEC Documents. The Trust (a) Since January 1, 2017, the Company has filed with or furnished to the SEC all required forms, reports reports, schedules, statements, prospectuses, registration statements, definitive proxy statements and other documents with the Securities and Exchange Commission ("SEC") since December 31, 1994 (collectively, including all exhibits thereto and information incorporated by reference therein, the "Trust “Company 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 Documents”) required to be filed by the Trust since December 31Company with or furnished by the Company to the SEC in a timely manner. As of their respective filing dates (and as of the date of any amendment or supplement thereto), 1994 under (i) each Company SEC Document complied in all material respects with the requirements of the Securities Act, the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as the case may be, and the respective rules and regulations of the SEC promulgated thereunder (the "Securities Laws"). As of their respective dates, the Trust SEC Reports (i) complied as to form in all material respects with and the applicable requirements of the Securities Laws and NASDAQ, in each case, applicable to such Company SEC Documents, and, (ii) except to the extent that information contained in such Company SEC Documents has been revised, amended, modified, or superseded (prior to the date of this Agreement) by a later filed Company SEC Document, the Company SEC Documents when filed or furnished pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each . (b) The Company has established, has maintained and maintains 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 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 balance sheets 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 of the Trust included Company to make the certifications required under the Exchange Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. (c) The Company has established, has maintained and maintains 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; (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 are being made only in accordance with authorizations of the Company’s management and directors; and (iv) that provide reasonable assurance regarding prevention or incorporated by reference into timely detection of unauthorized acquisition, use or disposition of the Trust SEC Reports (including the related notes and schedules) fairly presents Company’s assets that could have a material effect on the financial position statements. (d) The Company is, and since January 1, 2017 has been, in compliance in all material respects with all current listing and corporate governance requirements of NASDAQ, and is, and since January 1, 2017 has been, in compliance in all material respects with all rules, regulations and requirements of the Trust S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the SEC. There are no outstanding loans or other extension of credit made by the Company to any executive officer (as of its date and each defined in Rule 3b-7 under the Exchange Act) or director of the statement of incomeCompany. Since January 1, retained earnings and cash flows 2017, neither the Company nor, to the knowledge of the Trust included Company, the Company’s independent registered public accounting firm has identified or been made aware of (i) any material deficiencies or weaknesses in the design or incorporated by reference into operation of internal controls that are reasonably likely to adversely affect the Trust SEC Reports Company’s ability to record, process, summarize and report financial information, (ii) any fraud, whether or not material, that involves management or other employees who have a role in internal controls or (iii) any claim or allegation regarding any of the foregoing. (e) The Company is not a party to, nor does it have any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract or arrangement (including any related notes Contract or arrangement relating to any transaction or relationship between or among the Company, on the one hand, and schedulesany 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) fairly presents of Regulation S-K under the results Securities Act)), where the result, purpose or intended effect of operationssuch Contract is to avoid disclosure of any material transaction involving, retained earnings or cash flowsmaterial liabilities of, the Company in the Company’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 since January 1, 2017 through the date hereof between the SEC, on the one hand, and the Company, 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 the case may be, of the Trust for date hereof, no Company SEC Document is the periods set forth therein (subjectsubject of ongoing review, in comment or investigation by the case of unaudited 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 except, in the case SEC. As of the unaudited statementsdate hereof, as permitted by Form 10-Q pursuant there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to Section 13 or 15(d) of the Exchange Actany Company SEC Document.

SEC Documents. (a) The Trust Company has 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 be filed by it with the Trust SEC since December 31June 19, 1994 under the Securities Act1998 (collectively, the Exchange Act "Company Reports", and the rules and regulations promulgated thereunder (Company Reports filed prior to the date of this Agreement, the "Securities LawsCompany Filed Reports"). As of their respective filing dates, the Trust Company Reports and any such reports, forms and other documents filed by the Company with the SEC Reports after the date of this Agreement and until the Offer Completion Date (i) complied as to form complied, or will comply, in all material respects with the applicable requirements of the Securities Laws Act of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations thereunder and (ii) did not not, and will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representation in clause (ii) of the preceding sentence does not apply to any misstatement or omission in any Company Report filed prior to the date of this Agreement which was superseded by a subsequent Company Report filed prior to the date of this Agreement. No Subsidiary of the Company is required to file any report, form or other document with the SEC. (b) Each of the balance sheets of the Trust financial statements included in or incorporated by reference into the Trust SEC Company Reports (including the related notes and schedules) fairly presents fairly, in all material respects, the consolidated financial position of the Trust Company and its Subsidiaries as of its date and each of and, to the statement of incomeextent applicable, retained earnings and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments adjustments, none of which would not will be material in amount kind or effectamount), in each case in accordance with United States generally accepted accounting principles consistently applied ("GAAP") during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Acttherein.

SEC Documents. (a) The Trust Company has furnished or filed all required reports, certifications, schedules, forms, reports statements and other documents (including amendments, exhibits and other information incorporated therein) required to be furnished or filed by the Company with the Securities and Exchange Commission SEC since April 30, 2017 ("SEC") since December 31such documents, 1994 (collectively, the "Trust SEC Reports"), all of which were prepared in accordance together with the applicable requirements of the Exchange Act and the Securities Act. The Trust SEC Reports were any documents furnished or filed with the SEC in a timely manner and constitute all forms, reports and documents required to be filed during such period by the Trust since December 31Company, 1994 under including those furnished or filed on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company SEC Documents”). (b) Each Company SEC Document (i) at the time filed or furnished (or in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws"). As as of their respective effective dates), the Trust SEC Reports (i) complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Laws Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed or furnished (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the balance sheets consolidated financial statements (including all related notes and schedules) of the Trust Company included in or incorporated by reference into the Trust Company SEC Reports Documents complied at the time it was filed as to form in all material respects with the published rules and regulations of the SEC with respect thereto, was prepared in accordance with GAAP (including except, in the related 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) and schedules) fairly presents present in all material respects the consolidated financial position of the Trust Company and the consolidated Company Subsidiaries as of its date the dates thereof and each the consolidated results of the statement of income, retained earnings their operations and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein shown in accordance with GAAP (subject, in the case of unaudited statements, to the absence of footnote disclosure and 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 adjustments) applied on a consistent basis during the periods involved, involved (except as may be noted indicated therein or in the notes thereto). (c) As of the date hereof, there are no outstanding or unresolved comments received from the SEC with respect to the Company SEC Documents. To the Knowledge of the Company, as of the date hereof, none of the Company SEC Documents is the subject of any ongoing SEC review or investigation. (d) Since April 30, 2017, the Company has complied in all material respects with all current applicable Nasdaq listing and exceptcorporate governance rules and regulations. The Company is in compliance, in all material respects, with the case applicable requirements of the unaudited statements, S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (e) The Company has established and maintains a system of “internal control over financial reporting” (as permitted by Form 10-Q pursuant to Section 13 or 15(ddefined in Rule 13a-15(f) of under the Exchange Act) designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP. (f) Except for such items that are of the type to be set forth in the notes to the consolidated financial statements of the Company, the Company is not a party to any “off-balance sheet arrangements” (as defined in Item 303(a)(4)(ii) of Regulation S-K of the SEC). (g) The “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial 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. (h) The Company has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to the Company’s auditors and the audit committee of the Company Board, (i) any significant deficiencies or material weaknesses in its internal controls and procedures over financial reporting and (ii) any written allegation of fraud that involves management of the Company or other employees of the Company or any Company Subsidiary who have a significant role in the Company’s internal controls over financial reporting or disclosure controls and procedures.

SEC Documents. The Trust Since December 31, 2000, the Company has timely filed all required reports, schedules, forms, reports statements and other documents required to be filed by it with the Securities and Exchange Commission (the "SEC") since December 31pursuant to the Securities Exchange Act of 1934, 1994 as amended (collectively, the "Trust SEC ReportsExchange Act"), and has filed all of which were prepared in accordance with the applicable requirements of the Exchange Act registration statements and the Securities Act. The Trust SEC Reports were filed with the SEC in a timely manner and constitute all forms, reports and other documents required to be filed by it with the Trust since SEC pursuant to the Securities Act. All of the foregoing reports on Forms 10-K, 10-Q and 8-K and proxy statements filed after December 31, 1994 under 2000 and prior to the Securities Actdate hereof, together with all registration statements filed by the Exchange Act Company after December 31, 2000 and prior to the rules date hereof, and regulations promulgated thereunder (in each case all amendments thereto, exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, are hereinafter referred to herein as the "Securities LawsSEC Documents"). As of their respective dates, the Trust SEC Reports (i) Documents complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Laws Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of Any statements made in any such SEC Documents that are or were required to be updated or amended under the balance sheets of Exchange Act or the Trust included in or incorporated by reference into the Trust SEC Reports (including the related notes and schedules) fairly presents the 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 Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flowsSecurities Act, as the case may be, of the Trust for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount have been so updated 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 except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Actamended.

SEC Documents. The Trust Company has filed all required reports, schedules, forms, reports statements and other documents with the Securities and Exchange Commission ("SEC") since December 31SEC between September 30, 1994 and the date of this Agreement. All reports, schedules, forms, statements and other documents filed by the Company with the SEC between September 30, 1994 and the date of this Agreement (collectivelyother than any exhibits to such reports, schedules, forms, statements and documents) are collectively referred to in this Agreement as the "Trust Company SEC Reports"), all of which were prepared in accordance with the applicable requirements Documents." As of the Exchange Act and time each of the Securities Act. The Trust Company SEC Reports were Documents was filed with the SEC in (or, if amended or superseded by a timely manner and constitute all formsfiling prior to the date of this Agreement, reports and documents required to be filed by then on the Trust since December 31date of such filing), 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws"). As of their respective dates, the Trust SEC Reports (i) the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act of 1933 (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and (ii) did not contain except to the extent that information contained in any Company SEC Document has been revised or superseded by a later-filed Company SEC Document, none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each The financial statements of the balance sheets Company included in the Company SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Trust included SEC with respect thereto, were prepared in or incorporated accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by reference into Form 10-Q of the Trust SEC Reports SEC) applied on a consistent basis during the periods involved (including except as may be indicated in the related notes thereto) and schedules) fairly presents presented the consolidated financial position of the Trust Company as of the dates thereof and the consolidated results of its date and each of the statement of income, retained earnings operations and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Act.

SEC Documents. The Trust Company has filed all required reports, ------------- schedules, forms, reports statements and other documents with the Securities and Exchange Commission ("SEC") since December 31SEC between September 30, 1994 and the date of this Agreement. All reports, schedules, forms, statements and other documents filed by the Company with the SEC between September 30, 1994 and the date of this Agreement (collectivelyother than any exhibits to such reports, schedules, forms, statements and documents) are collectively referred to in this Agreement as the "Trust Company SEC Reports"), all of which were prepared in accordance with the applicable requirements Documents." As of the Exchange Act and time each of the Securities Act. The Trust Company SEC Reports were Documents was filed with the SEC in (or, if amended or superseded by a timely manner and constitute all formsfiling prior to the date of this Agreement, reports and documents required to be filed by then on the Trust since December 31date of such filing), 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws"). As of their respective dates, the Trust SEC Reports (i) the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act of 1933 (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and (ii) did not contain except to the extent that information contained in any Company SEC Document has been revised or superseded by a later-filed Company SEC Document, none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each The financial statements of the balance sheets Company included in the Company SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Trust included SEC with respect thereto, were prepared in or incorporated accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by reference into Form 10-Q of the Trust SEC Reports SEC) applied on a consistent basis during the periods involved (including except as may be indicated in the related notes thereto) and schedules) fairly presents presented the consolidated financial position of the Trust Company as of the dates thereof and the consolidated results of its date and each of the statement of income, retained earnings operations and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which would adjustments). Between March 31, 1997 and the date of this Agreement, the Company has not incurred any liabilities of the type required to be material disclosed in amount or effect), in each case the liabilities column of a balance sheet prepared in accordance with U.S. generally accepted accounting principles consistently applied during the periods involvedprinciples, except as may be noted therein and except, for (i) liabilities incurred in the case ordinary course of business, and (ii) liabilities that would not, individually or in the unaudited statementsaggregate, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of have a material adverse effect on the Exchange ActCompany.

SEC Documents. The Trust Purchaser (a) has filed all required reports, schedules, forms, reports statements and other documents required to be filed by the Purchaser with the Securities and Exchange Commission (the "SEC") since December 31, 1994 1999, including, without limitation, the Purchaser's Annual Report on Form 10-K for the year ended December 31, 1999 (collectivelythe "EXCHANGE ACT DOCUMENTS") and (b) intends to file the Registration Statement with the SEC as provided in Section 4.6(f) on the Closing Date (such Registration Statement, including any prospectus contained therein, the "Trust SEC Reports")SECURITIES ACT DOCUMENTS" and, all of which were prepared in accordance together 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 be filed by the Trust since December 31, 1994 under the Securities ActDocuments, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities LawsPURCHASER SEC DOCUMENTS"). As of their its respective datesdate, the Trust SEC Reports (i) complied as to form each Exchange Act Document complied, and each Securities Act Document will comply, in all material respects with the applicable requirements of the Exchange Act or the Securities Laws Act, as the case may be, and (ii) the rules and regulations of the SEC promulgated thereunder applicable thereto, and each Exchange Act Document did not not, and each Securities Act Document will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each Except to the extent that information contained in any Purchaser SEC Document has been revised or superseded by a later filed Purchaser SEC Document, as of the balance sheets of the Trust included in or incorporated by reference into the Trust SEC Reports (including the related notes and schedules) fairly presents the financial position of the Trust as of its date and each of the statement of incomehereof, retained earnings and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) none of the Exchange ActAct Documents contains and, as of the Closing Date, none of the Purchaser SEC Documents will contain, any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents. The Trust (a) Since July 19, 2016 (the “Reference Date”), the Company has filed with or furnished to the SEC all required forms, reports reports, schedules, statements, prospectuses, registration statements, definitive proxy statements and other documents with the Securities and Exchange Commission ("SEC") since December 31, 1994 (collectively, including all exhibits thereto and information incorporated by reference therein, the "Trust “Company 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 Documents”) required to be filed by the Trust since December 31Company with or furnished by the Company to the SEC in a timely manner. As of their respective filing dates (and as of the date of any amendment or supplement thereto), 1994 under (i) the Company SEC Documents complied in all material respects with the requirements of NASDAQ, the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as the case may be, and the respective rules and regulations of the SEC promulgated thereunder (the "Securities Laws"). As of their respective dates, the Trust applicable to such Company SEC Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws Documents and (ii) the Company SEC Documents did not (except to the extent amended or superseded by a subsequent filing with the SEC prior to the date of this Agreement), contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of No Company Subsidiary is required to file any forms, reports or other documents with the balance sheets of the Trust included in or incorporated by reference into the Trust SEC Reports (including the related notes and schedules) fairly presents the 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 Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) 15 of the Exchange Act) or similar foreign authority. (b) The Company has established, has maintained and maintains 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 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 of the Company to make the certifications required under the Exchange Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. (c) The Company has established, has maintained and maintains 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 in accordance with authorizations of the Company’s management and directors; 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. The Company has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to the Company’s auditors and audit committee (i) any material deficiencies or weaknesses in the design or operation of internal controls that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a role in internal controls. The Company has made available to Parent a summary of any such disclosure made by management to the Company’s auditors and audit committee since the Reference Date. (d) The Company is, and since the Reference Date has been, in compliance in all material respects with all current listing and corporate governance requirements of NASDAQ, and is, and since the Reference Date has been, in compliance in all material respects with all rules, regulations and requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the SEC. There are no outstanding loans or other extension of credit made by the Company or any Company Subsidiary to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. (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 (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 Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary in the Company’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 since the Reference Date 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 no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Company SEC Document. (g) Each of the principal executive officer and principal financial officer of the Company (or each former principal executive officer and principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related rules and regulations promulgated by the SEC and NASDAQ, and the statements contained in any such certifications are complete and correct as of their respective dates.

SEC Documents. The Trust (a) TCCR has filed delivered to Correlate accurate and complete copies of all required registration statements, proxy statements, Certifications (as defined below) and other statements, schedules, forms, reports and other documents filed by TCCR with the Securities SEC since May 14, 2021, other than such documents that can be found on the SEC’s website, ▇▇▇.▇▇▇.▇▇▇ (the “SEC Documents”). Except as set forth on Schedule 4.6 of the TCCR Disclosure Schedule’s all material statements, reports, schedules, forms and Exchange Commission other documents required to have been filed by TCCR or its officers with the SEC since May 14, 2021 have been so filed on a timely basis. As of the time it was filed with the SEC ("SEC") since December 31or, 1994 (collectivelyif amended or superseded by a filing prior to the date of this Agreement, then on the "Trust SEC Reports"date of such filing), each of the SEC Documents complied in all of which were prepared in accordance material respects with the applicable requirements of the Securities Act or the Exchange Act and (as the Securities Act. The Trust SEC Reports case may be) and, as of the time they were filed with filed, none of the SEC in Documents contained any untrue statement of a timely manner and constitute all forms, reports and documents material fact or omitted to state a material fact required to be filed stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The certifications and statements required by the Trust since December 31, 1994 (i) Rule 13a-14 under the Securities Act, the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 of the rules ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) relating to the SEC Documents (collectively, the “Certifications”) are accurate and regulations promulgated thereunder (the "Securities Laws")complete and comply as to form and content with all applicable laws. As of their respective datesused in this Section 4.6, the Trust term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is furnished, supplied, or otherwise made available to the SEC. (b) The financial statements (including any related notes) contained or incorporated by reference in the SEC Reports Documents: (i) complied as to form in all material respects with the applicable requirements published rules and regulations of the Securities Laws and SEC applicable thereto; (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to were prepared in accordance with GAAP (except as may be stated therein or necessary to make the statements made therein, indicated in the light of the circumstances under which they were made, not misleading. Each of the balance sheets of the Trust included in or incorporated by reference into the Trust SEC Reports (including the related notes and schedules) fairly presents the to such 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 Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (subjectstatements or, in the case of unaudited financial 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 except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that are not reasonably expected to be material in amount) applied on a consistent basis unless otherwise noted therein throughout the periods indicated; and (iii) fairly present, in all material respects, the financial position of TCCR as of the respective dates thereof and the results of operations and cash flows of TCCR for the periods covered thereby. Other than as expressly disclosed in the SEC Documents filed prior to the date hereof, there has been no material change in TCCR’s accounting methods or principles that would be required to be disclosed in TCCR’s financial statements in accordance with GAAP. The books of account and other financial records of TCCR and each of its subsidiaries (if any) are true and complete in all material respects. (c) To the best of the Company’s Knowledge, TCCR’s independent registered accounting firm has at all times since the date TCCR became subject to the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act been: (i) a registered public accounting firm (as defined in Section 13 or 15(d2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) to the knowledge of TCCR, “independent” with respect to TCCR within the meaning of Regulation S-X of the Exchange Act; and (iii) to the knowledge of TCCR, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. (d) To the best of the Company’s Knowledge, since January 1, 2017, there have been no formal internal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, or general counsel of TCCR, the board of directors of TCCR or any committee thereof, other than ordinary course audits or reviews of accounting policies and practices or internal controls required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

SEC Documents. (i) The Trust Company has 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 reports, schedules, statements and other documents required to be filed with the SEC by the Trust Company since December 31January 1, 1994 under the Securities Act2000 (together with all information incorporated therein by reference, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities LawsSEC DOCUMENTS"). No subsidiary of the Company is required to file any form, report, schedule, statement or other document with the SEC. As of their respective dates, the Trust SEC Reports (i) Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act of 1933 (the "SECURITIES ACT") or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents at the time they were filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each 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 balance sheets 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 Trust included in or incorporated by reference into the Trust SEC Reports circumstances under which they were made, not misleading. (ii) The financial statements (including the related notes) of the Company included in the SEC Documents comply as to form, as of their respective dates of filing, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and schedules) fairly presents present in all material respects the consolidated financial position of the Trust Company and its consolidated subsidiaries as of its date the dates thereof and each their consolidated results of the statement of income, retained earnings operations and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments which would not be adjustments). Except as set forth in the Filed SEC Documents or incurred in the ordinary course of business since the date of the most recent balance sheet included in the Filed SEC Documents, as of the date of this Agreement, the Company and its subsidiaries have no material in amount liabilities or effectobligations of any nature (whether accrued, absolute, contingent or otherwise), required by GAAP to be set forth on a consolidated balance sheet or in each case in accordance with generally accepted accounting principles consistently applied during the periods involvednotes thereto. (iii) There are no agreements between the Company and Devon Energy Corporation, a Delaware corporation (as successor to Pennzoil Company, a Delaware corporation) (the "FORMER PARENT"), except the agreements listed as may be noted therein and exceptexhibits to the Company's registration statement on Form S-4 filed with the SEC on August 14, in 1998. There is no suit, claim, action, investigation or proceeding pending or, to the case knowledge of the unaudited statementsCompany, as permitted threatened against or affecting the Company or any of its subsidiaries or any of their respective assets by Form 10-Q pursuant to Section 13 the Former Parent or 15(d) any of its subsidiaries, or against or affecting the Exchange ActFormer Parent or any of its subsidiaries or any of their respective assets by the Company or any of its subsidiaries, for indemnification under such agreements or otherwise.

SEC Documents. The Trust Company has filed all required formsmade available to each Purchaser, reports a true and documents with complete copy of the Securities and Exchange Commission ("SEC") since Company’s Annual Report on Form 10-K for the year ended December 31, 1994 2007 and the Company’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2008, June 30, 2008 and September 30, 2008, and any other statement, report (including, without limitation, Current Reports on Form 8-K), registration statement (other than registration statements on Form S-8) or definitive proxy statement filed by the Company with the SEC during the 12-month period ending on the Effective Date. The Company will, promptly upon the filing thereof, also make available to each Purchaser all statements, reports (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K), registration statements and definitive proxy statements filed by the Company with the SEC during the period commencing on the date hereof and ending on the Closing Date (all such materials being called, collectively, the "Trust “SEC Reports"Documents”), all of which were prepared in accordance with the applicable requirements of the Exchange Act and the Securities Act. The Trust SEC Reports were Company has filed with the SEC in a timely manner and constitute all forms, reports and documents that the Company was required to be filed by the Trust since December 31, 1994 file under the Securities Act, the Exchange Act and during the rules and regulations promulgated thereunder (12 months preceding the "Securities Laws")date of this Agreement. As of their respective filing dates, the Trust SEC Reports (i) Documents complied as to form or will comply in all material respects with the applicable requirements of the Exchange Act or the Securities Laws Act, as applicable, and (ii) did not none of the SEC Documents contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, as of their respective filing dates, except to the extent corrected by a subsequently filed SEC Document. Each The Company meets the registration and transaction requirements for the use of Form S-3 for the registration of the balance sheets of Securities for resale by the Trust included in or incorporated by reference into the Trust SEC Reports (including the related notes and schedules) fairly presents the 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 Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange ActPurchasers.

SEC Documents. The Trust Company is obligated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Company, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”), hereinafter called the “SEC Documents”). The Company has filed all reports or other documents required forms, reports and documents with to be filed under the Securities and Exchange Commission Act. All SEC Documents filed by the Company ("SEC"i) since December 31, 1994 (collectively, the "Trust SEC Reports"), all of which were prepared in all material respects 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 be filed by the Trust since December 31, 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws"). As of their respective dates, the Trust SEC Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each The Company has previously made available to the Purchaser a correct and complete copy of each report which the Company filed with SEC under the Exchange Act for any period ending on or after June 30, 2010 (the “Recent Reports”), or such reports are publicly available via ▇▇▇▇▇ on the Commission’s website. None of the balance sheets of information about the Trust included in Company which has been disclosed to the Purchaser herein or incorporated by reference into the Trust SEC Reports (including the related notes and schedules) fairly presents the 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 Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (subject, in the case course of unaudited statements, to normal year-end audit adjustments discussions and negotiations with respect hereto which would is 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 except, disclosed in the case of Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange ActPurchaser.

SEC Documents. (i) The Trust Buyer has filed all required forms, reports furnished or made available to the Seller and documents with the Securities Partners a correct and Exchange Commission ("SEC") since complete copy of the Form 10-KSB and Form 10-KSB/A for the year ended December 31, 1994 2004 and each other report, schedule, registration statement and definitive proxy statement filed by the Buyer with the SEC on or after the date of filing of the Form 10-KSB/A for the year ended December 31, 2004 which are all the documents that the Buyer was required to file (or otherwise did file) with the SEC in accordance with Sections 13, 14 and 15(d) of the Exchange Act on or after the date of filing with the SEC of the Form 10-KSB/A for the year ended December 31, 2004 (collectively, the "Trust Buyer’s 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 be filed by the Trust since December 31, 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities LawsDocuments"). As of their respective filing dates, the Trust Buyer's SEC Reports (i) Documents complied as to form when filed in all material respects with the then applicable requirements of the Securities Laws Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. (ii) did not contain As of their respective filing dates, none of the Buyer's SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the balance sheets of the Trust included in or incorporated by reference into the Trust SEC Reports . (iii) The financial statements (including the related notes thereto) of the Buyer included in the Form 10-KSB/A for the year ended December 31, 2004 complied as to form in all material respects with the then applicable accounting requirements and schedules) the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP during the periods involved (except as may have been indicated in the notes thereto), are in accordance with the books and records of the Buyer, and fairly presents present the financial position of the Trust Buyer as at the dates thereof and the results of its date and each of the statement of incomeoperations, retained earnings stockholders' equity and cash flows for the period then ended. (iv) Since the date of filing of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (subject, in the case of unaudited statements, to normal yearForm 10-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 involvedQSB, except as may be noted therein and except, disclosed in Section 2.3(e)(iv) of the Buyer Disclosure Schedule or disclosed in the case Buyer’s SEC Documents, no event has occurred as of the unaudited statements, date hereof which is required to be reported by the Buyer by filing a Current Report on Form 8-K under the Exchange Act. (v) The Buyer’s disclosure controls and procedures (as permitted by Form 10-Q pursuant to Section 13 or 15(ddefined in sections 13a-15(e) and 15d-15(e) of the Exchange Act) effectively enable the Buyer to comply with, and the appropriate officers of the Buyer to make all certifications required under, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the regulations promulgated thereunder.

SEC Documents. (i) The Trust Company has made available to 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 all required forms, reports and documents by the Company with the Securities and Exchange Commission ("the “SEC"”) since December 31(the “Company SEC Documents”). The Company SEC Documents, 1994 including all forms, reports and documents filed by the Company with the SEC after the date hereof and prior to the Effective Time, (collectivelyi) were and, in the "Trust case of the Company SEC Reports")Documents filed after the date hereof, all of which were will be, prepared in accordance with the applicable requirements of the Exchange Securities Act and of 1933, as amended (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 be filed by the Trust since December 31, 1994 under the Securities Act”), the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder thereunder, or any successor statute, rules or regulations thereto (the "Securities Laws"“▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”). As of their respective dates, as the Trust SEC Reports (i) complied as to form in all material respects with case may be, and the applicable requirements of the Securities Laws rules and regulations thereunder, and (ii) did not at the time they were filed (if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), and in the case of such forms, reports and documents filed by the Company after the date of this Agreement, will not as of the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company SEC Document or necessary in order to make the statements made thereinin such Company SEC Document, in the light of the circumstances under which they were and will be made, not misleading. None of the Subsidiaries of the Company is required to file any forms, reports, schedules, statements or other documents with the SEC. To the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. (ii) Each of the balance sheets of consolidated financial statements contained in the Trust included in or incorporated by reference into the Trust Company SEC Reports Documents (including the related in each case all notes and schedules) fairly presents schedules thereto), including any Company SEC Documents filed after the financial position date of the Trust this Agreement, complied or will comply, as of its date respective date, in all material respects with all applicable accounting requirements and each the rules and regulations of the statement of incomeSEC with respect thereto, retained earnings and cash flows of the Trust included in was or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not will be material in amount or effect), in each case prepared in accordance with generally accepted accounting principles consistently in the United States (“GAAP”) applied on a consistent basis during the periods involved, involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form Rule 10-Q 01 of Regulation S-X of the SEC) and fairly presented or will fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein, except that any unaudited interim financial statements are subject to normal and recurring year-end adjustments. (iii) The chief executive officer and chief financial officer of the Company have made all certifications required by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and statements contained in such certificates are complete and correct, and the Company is otherwise in compliance with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (iv) The Company has disclosed, based on its most recent evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company (i) any significant deficiencies and material weaknesses in the design 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; (ii) any fraud known to management, whether or not material that involved management or other employees who have a significant role in the Company’s internal controls over financial reporting. As of the date hereof, the Company has not received any complaint or allegation in writing since January 1, 2005, regarding accounting, internal accounting controls, or auditing matters, including any such complaint regarding improper accounting or auditing matters. The Company and its consolidated Subsidiaries have established and maintain disclosure controls and procedures as defined in Rule13a-15(e) under the Exchange Act; such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company’s and its consolidated Subsidiaries’ filings with the SEC and other public disclosure documents; and, as of the date hereof, to the knowledge of the Company the Company has not identified any material weaknesses in the design or operation of internal control over financial reporting. As of the date of this Agreement, to the knowledge of the Company, there is no reason to believe that its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 13 or 15(d) 303 of the Exchange Act▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act when next due.

SEC Documents. The Trust has Company and its Subsidiaries have filed or furnished all required formsreports, reports schedules, registration statements and other documents and exhibits thereto with or to the Securities and Exchange Commission ("SEC") 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 be filed by the Trust since December 31, 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder 2008 (the "Securities Laws")“Company SEC Documents”) except as set forth on Company Disclosure 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 Trust Company SEC Reports (i) Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed with or publicly furnished to the SEC (iior, if amended or supplemented by a filing prior to the date hereof, as of the date of such latest filing) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each The financial statements of the balance sheets Company and its Subsidiaries, included in the Company SEC Documents 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 Trust included date of such latest filing), in or incorporated by reference into all material respects with all applicable accounting requirements and with the Trust SEC Reports (including the related notes published rules and schedules) fairly presents the financial position regulations of the Trust SEC with respect thereto, have been prepared in accordance with GAAP (except as of its date and each of may be indicated in the statement of income, retained earnings and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (subjectthereto or, in the case of unaudited statements, as permitted by the requirements of Form 10-Q promulgated by the SEC and the requirements of Regulation S-X promulgated by the SEC) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries (in the case of Company SEC Documents filed by the Company) or the entities purported to normal year-end audit adjustments which would not be material presented therein (in amount the case of Company SEC Documents filed by Subsidiaries or effect)separate accounts) and the consolidated results of operations, changes in each case in accordance with generally accepted accounting principles consistently applied during member's equity and cash flows of such companies or entities as of the dates and for the periods involved, except as may be noted therein and exceptshown (subject, in the case of the any unaudited interim financial statements, to normal and recurring year-end adjustments as permitted by Form 10-Q pursuant and Regulation S-X or that, individually or in the aggregate, would not reasonably be expected to Section 13 or 15(d) of have a Material Adverse Effect with respect to the Exchange ActCompany).

SEC Documents. The Trust CYRB has filed all required reports, schedules, forms, reports statements and other documents with as required by the Securities SEC and Exchange Commission ("SEC") since December 31CYRB has delivered or made available to Proton Green all reports, 1994 (collectivelyschedules, the "Trust SEC Reports")forms, all of which were prepared in accordance with the applicable requirements of the Exchange Act statements and the Securities Act. The Trust SEC Reports were other documents filed with the SEC (collectively, and in a timely manner each case including all exhibits and constitute all forms, reports schedules thereto and documents required to be filed incorporated by the Trust since December 31, 1994 under the Securities Actreference therein, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws"“CYRB SEC Documents”). As of their respective dates, the Trust The CYRB SEC Reports (i) Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such CYRB SEC Documents, and none of the CYRB SEC Documents (iiincluding any and all consolidated financial statements included therein) did not contain as of such date contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to Proton Green prior to the date of this Agreement), none of the balance sheets CYRB 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 Trust circumstances under which they were made, not misleading. The consolidated financial statements of CYRB included in or incorporated such CYRB SEC Documents (the “CYRB Financial Statements”) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by reference into Form 10-Q of the Trust SEC Reports SEC) applied on a consistent basis during the periods involved (including except as may be indicated in the related notes thereto) and schedules) fairly presents present the consolidated financial position of the Trust CYRB and its consolidated subsidiaries as of its date the dates thereof and each the consolidated results of the statement of income, retained earnings operations and changes in cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments which would not be material in amount or effectas determined by CYRB’s independent accountants), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except . Except as may be noted therein and except, set forth in the case CYRB SEC Documents, at the date of the unaudited statementsmost recent audited financial statements of CYRB included in the CYRB SEC Documents, as permitted by Form 10-Q pursuant neither CYRB nor any of its subsidiaries had, and since such date neither CYRB nor any of such subsidiaries has incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, could reasonably be expected to Section 13 or 15(d) of the Exchange Acthave a CYRB Material Adverse Effect.

SEC Documents. The Trust Company has filed all required formsmade available (including via ▇▇▇▇▇) to each Purchaser, reports a true and documents with complete copy of the Securities and Exchange Commission ("SEC") since Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 2002, the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 2003, the Company's Definitive Proxy Statement for the Annual Meeting held on May 30, 2003 and the Company's Current Reports on Form 8-K filed after December 31, 2002 and before the date hereof (all such materials being called, collectively, the "Trust Filed SEC ReportsDocuments"), all of which were prepared in accordance with the applicable requirements of the Exchange Act and the Securities Act. The Trust SEC Company will, promptly upon the filing thereof, also make available to each Purchaser all statements, reports (including, without limitation, Quarterly Reports were on Form 10-Q and Current Reports on Form 8-K) and definitive proxy statements filed by the Company with the SEC during the period commencing on the date hereof and ending on the Closing Date (all such materials required to be furnished to each Purchaser pursuant to this sentence being called, collectively, the "SEC Documents"). The Company has filed in a timely manner and constitute all forms, reports and documents that the Company was required to be filed by the Trust since December 31, 1994 file under the Securities Act, the Exchange Act and during the rules and regulations promulgated thereunder (12 months preceding the "Securities Laws")date of this Agreement. As of their respective filing dates, the Trust Filed SEC Reports (i) complied as to form Documents complied, and the SEC Documents will comply, in all material respects with the applicable requirements of the Securities Laws Exchange Act, and (ii) did not contain none of the Filed SEC Documents, as of their respective filing dates, contained, and none of the SEC Documents will contain, any untrue statement of a material fact or omit omitted or omit, as the case may be, to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the balance sheets of the Trust included in or incorporated by reference into the Trust SEC Reports (including the related notes and schedules) fairly presents the 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 Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flowsare, as the case may be, of the Trust for the periods set forth therein (subjectmade, in the case of unaudited 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 involvedmisleading, except as may be noted therein and except, in to the case of the unaudited statements, as permitted extent corrected by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Acta subsequent Filed SEC Document.

SEC Documents. The Trust LabOne has made available to Holdings a true and complete copy of each quarterly, annual or current report on Form 10-Q, 10-K or 8-K, registration statement and definitive proxy statement 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 by LabOne with the SEC in since January 1, 1994, which are all the documents (other than preliminary material) that LabOne was required to file with the SEC since January 1, 1994. LabOne will make available to Holdings, a timely manner true and constitute all formscomplete copy of each quarterly, annual or current report on Form 10-Q, 10-K or 8-K, registration statement and definitive proxy statement filed by LabOne with the SEC subsequent to the date of this Agreement and prior to the Effective Time. All of such reports and documents required statements filed prior to be filed by the Trust since December 31, 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (date of this Agreement are hereinafter referred to as the "Securities Laws"). LabOne SEC Documents." As of their respective datesfiling dates (or if amended or superseded by a filing prior to the date hereof, then on the date of such filing), the Trust LabOne SEC Reports (i) Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC thereunder applicable to such LabOne SEC Documents, and none of the LabOne SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each As of their respective filing dates (or if amended or superseded by a filing prior to the date hereof, then on the date of such filing), the financial statements of LabOne included in the LabOne SEC Documents complied as to form in all material respects with the published rules and regulations of the balance sheets SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in effect in the United States ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be indicated in the notes thereto, (ii) in the case of the Trust included unaudited financial statements, such differences in presentation or incorporated omissions as permitted by reference into the Trust SEC Reports (including the related notes and schedules) fairly presents the financial position Rule 10-01 of Regulation S-X of the Trust as SEC and (iii) the unaudited financial statements do not contain all notes required by GAAP) and fairly present in accordance with applicable requirements 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 Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein GAAP (subject, in the case of the unaudited financial statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance on a basis comparable with generally accepted accounting principles consistently applied during past periods) the consolidated financial position of LabOne and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of LabOne and its consolidated Subsidiaries for the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Actpresented therein.

SEC Documents. The Trust Borrower has filed all required reports, schedules, forms, reports statements and other documents (including exhibits and all other information incorporated therein) with the Securities and Exchange Commission (the "SEC") since December 31January 1, 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 be filed by the Trust since December 31, 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder 2001 (the "Securities LawsBorrower SEC Documents"). As Except to the extent that information contained in any Borrower SEC Documents has been revised or superseded by a later filed Borrower SEC Document: (i) as of their respective dates, the Trust Borrower SEC Reports (i) Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act of 1933 (the "Act") or the Securities Exchange Act of 1934, as amended (the "1934 Act") as the case may be, and (ii) did not contain the rules and regulations of the SEC promulgated thereunder applicable to the Borrower SEC Documents, and none of the Borrower SEC Documents when filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading; (ii) none of the Borrower 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. Each ; and (iii) the financial statements of the balance sheets Borrower included in the Borrower 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 the published rules and regulations of the Trust included SEC with respect thereto, have been prepared in or incorporated accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by reference into Form 10-Q of the Trust SEC Reports SEC) applied on a consistent basis during the periods involved (including except as may be indicated in the related notes thereto) and schedules) fairly presents present in all material respects the consolidated financial position of the Trust Borrower and its consolidated subsidiaries as of its date the dates thereof and each the consolidated results of the statement of income, retained earnings their operations and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments which would not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Act.

SEC Documents. The Trust (a) SBS has filed all required formsdelivered or made available to Infinity (i) SBS's annual report on Form 10-K for its fiscal year ended December 31, 2003, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended March 31, 2004 and documents with June 30, 2004, (iii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the Securities and Exchange Commission ("SEC") stockholders of SBS held since December 31, 1994 2003, and (iv) all of the other reports, statements, schedules and registration statements filed by SBS with the SEC since December 31, 2003 (the documents referred to in this Section 2.5(a), collectively, the "Trust SBS SEC ReportsDocuments"), 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 be filed by the Trust since December 31, 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder . (the "Securities Laws"). b) As of their respective datesits filing date (or, if amended or superceded by a subsequent filing prior to the Trust date of this Agreement, on the date of such subsequent filing), each SBS SEC Reports (i) complied Document filed prior to the date of this Agreement complied, and each such SBS SEC Document filed subsequent to the date of this Agreement and prior to the Closing will comply, as to form in all material respects with the applicable requirements of the Securities Laws Act and the Exchange Act, as the case may be (iiincluding, without limitation, the applicable accounting requirements of the SEC and the published rules and regulations of the SEC with respect thereto). (c) As of its filing date (or, if amended or superceded by a subsequent filing prior to the date of this Agreement, on the date of such subsequent filing), each SBS SEC Document (as the information therein may have been amended, revised, restated or superceded, as the case may be, by a subsequent filing made prior to the date of this Agreement) filed prior to the date of this Agreement pursuant to the Exchange Act did not not, and each such SBS SEC Document filed subsequent to the date of this Agreement and prior to the Closing will not, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each . (d) At the time each SBS SEC Document filed after July 30, 2002 containing financial statements was filed with the SEC (or, if amended or superceded by a subsequent filing prior to the date of this Agreement, on the date of such subsequent filing), such SBS SEC Document included or was accompanied by the certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder (the "▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act"), each such certification complied in all material respects with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and each such SEC Document otherwise complied in all material respects with the applicable requirements of the balance sheets of the Trust included in or incorporated by reference into the Trust SEC Reports (including the related notes and schedules) fairly presents the 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 Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (subject, in the case of unaudited statements, to normal year▇▇▇▇▇▇▇▇-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange ▇▇▇▇▇ Act.

SEC Documents. The Trust Buyer has furnished or made available to Seller a true ------------- and complete copy of its definitive proxy statement in connection with the annual meeting of its Stockholders, its annual report and Form 10-K for the fiscal year ended May 31, 1997, its current reports on Form 8-K and any other document dated prior to the date of this Agreement which Buyer filed all required forms, reports and documents with under the Securities and Exchange Commission ("SEC") since December 31, 1994 Act of 1934 after the filing of such Form 10-K (collectively, the "Trust SEC ReportsDocuments"), which are all of which were prepared in accordance the documents (other than preliminary material) that Buyer was required to file 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 be filed by the Trust Commission since December 31, 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws")such date. As of their respective dates, the Trust SEC Reports (i) Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act of 1933, or the Securities Exchange Act of 1934, as the case may be, and (ii) did not contain the rules and regulations of the Commission thereunder applicable to such SEC Documents, and, to the knowledge of Buyer, none of the SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each The consolidated financial statements of Buyer included in the SEC Documents complied as to form in all material respects with the published rules and regulations of the balance sheets of the Trust included in or incorporated by reference into the Trust SEC Reports (including the related notes and schedules) fairly presents the financial position of the Trust as of its date and each of the statement of incomeCommission with respect thereto, retained earnings and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case were prepared in accordance with generally accepted accounting principles consistently GAAP applied on a consistent basis during the periods involved, involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form Rule 10-Q pursuant to Section 13 or 15(d01 of Regulation S-X) and fairly presented in accordance with applicable requirements of GAAP (subject, in the case of the Exchange Actunaudited statements, to normal recurring adjustments, none of which will be material) the consolidated financial position of Buyer as of their respective dates and the consolidated results of operations and consolidated cash flows of Buyer for the periods presented therein.

SEC Documents. The Trust (i) Parent has furnished or made available to the Company and the Stockholders a correct and complete copy of the Final Prospectus filed all required forms, reports and documents with the SEC on March 19, 1999 pursuant to Rule 424(b)(1) of the Securities Act (the "Final Prospectus"), the Most Recent 10-Q, and each other report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after the date of filing of the Final Prospectus which are all the documents (other than preliminary material) that Parent was required to file (or otherwise did file) with the SEC in accordance with Sections 13, 14 and 15(d) of the Exchange Commission ("SEC") since December 31, 1994 Act on or after the date of filing with the SEC of the Final Prospectus (collectively, the "Trust Parent's 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 be filed by the Trust since December 31, 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities LawsDocuments"). As of their respective filing dates, or in the case of registration statements, their respective effective dates, the Trust Parent's SEC Reports (i) Documents complied when filed, or in the case of registration statements, as to form of their respective effective dates, in all material respects with the then applicable requirements of the Securities Laws Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. (ii) did not contain As of their respective filing dates, or in the case of registration statements, their respective effective dates, none of the Parent's SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the balance sheets of the Trust included in or incorporated by reference into the Trust SEC Reports . (iii) The financial statements (including the related notes thereto) of Parent included in the Most Recent 10-Q complied as to form in all material respects with the then applicable accounting requirements and schedules) the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP during the periods involved (except as may have been indicated in the notes thereto), are in accordance with the books and records of Parent, and fairly presents present the financial position of Parent as at the Trust as dates thereof and the results of its date and each of the statement of incomeoperations, retained earnings stockholders' equity and cash flows for the period then ended. (iv) Since the date of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operationsMost Recent 10-Q, retained earnings or cash flows, no event has occurred as the case may be, of the Trust for the periods set forth therein (subject, in the case of unaudited statements, date hereof which is required to normal yearbe reported by Parent by filing a Current Report on Form 8-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 except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of K under the Exchange Act.

SEC Documents. The Trust Company has filed all required reports, schedules, -------------- forms, reports statements and other documents with the Securities (including exhibits and Exchange Commission ("SEC"other information incorporated therein) 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 be filed by the Trust Company since December 31January 1, 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder 1998 (the "Securities LawsSEC Documents"). As of their respective dates, the Trust SEC Reports (i) Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each 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 balance sheets 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 Trust circumstances under which they were made, not misleading. The financial statements of the Company included in or incorporated the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by reference into Form 10-Q of the Trust SEC Reports SEC) applied on a consistent basis during the periods involved (including except as may be indicated in the related notes thereto) and schedules) fairly presents present the financial position of the Trust Company and its consolidated Subsidiaries as of its date the dates thereof and each the consolidated results of the statement of income, retained earnings their operations and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effectadjustments). Except (i) as set forth on the Company Disclosure Schedule, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except (ii) as may be noted therein and except, set forth in the case most recent financial statements included in the Filed SEC Documents or (iii) for liabilities incurred in connection with this Agreement or the Option Agreement, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the unaudited statementsaggregate, as permitted by Form 10-Q pursuant are reasonably likely to Section 13 or 15(d) of the Exchange Acthave a Material Adverse Effect.

SEC Documents. (i) The Trust Company has 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 reports, -------------- schedules, statements and other documents required to be filed with the SEC by the Trust Company since December 31January 1, 1994 under the Securities Act2000 (together with all information incorporated therein by reference, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities LawsSEC Documents"). No subsidiary of ------------- the Company is required to file any form, report, schedule, statement or other document with the SEC. As of their respective dates, the Trust SEC Reports (i) Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act of 1933 (the "Securities Act") or the Exchange Act, as the -------------- case may be, and (ii) did not contain the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents at the time they were filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the balance sheets of the Trust included in or incorporated by reference into the Trust SEC Reports Except to the (ii) The financial statements (including the related notes) of the Company included in the SEC Documents comply as to form, as of their respective dates of filing, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited ---- statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and schedules) fairly presents present in all material respects the consolidated financial position of the Trust Company and its consolidated subsidiaries as of its date the dates thereof and each their consolidated results of the statement of income, retained earnings operations and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments which would not be adjustments). Except as set forth in the Filed SEC Documents or incurred in the ordinary course of business since the date of the most recent balance sheet included in the Filed SEC Documents, as of the date of this Agreement, the Company and its subsidiaries have no material in amount liabilities or effectobligations of any nature (whether accrued, absolute, contingent or otherwise), required by GAAP to be set forth on a consolidated balance sheet or in each case the notes thereto. (iii) There are no agreements between the Company and Devon Energy Corporation, a Delaware corporation (as successor to Pennzoil Company, a Delaware corporation) (the "Former Parent"), except the agreements listed as ------------- exhibits to the Company's registration statement on Form S-4 filed with the SEC on August 14, 1998. There is no suit, claim, action, investigation or proceeding pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its subsidiaries or any of their respective assets by the Former Parent or any of its subsidiaries, or against or affecting the Former Parent or any of its subsidiaries or any of their respective assets by the Company or any of its subsidiaries, for indemnification under such agreements or otherwise. (f) Absence of Certain Changes or Events. Since December 31, 2001 and prior ------------------------------------- to the date of this Agreement, there has not been any state of facts, change, development, effect, condition or occurrence that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect. Since December 31, 2001, except as disclosed in the Filed SEC Documents, the Company and its subsidiaries have conducted their respective businesses only in the ordinary course of business consistent with past practice and there has not been (i) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company's or any of its subsidiaries' capital stock or other equity or voting interests, except for dividends by a wholly owned subsidiary of the Company to its parent and except for the regular quarterly cash dividend with respect to the Company Common Stock in the amount of $0.025 per share in accordance with generally accepted accounting principles consistently applied during the periods involvedCompany's past dividend policy, (ii) any purchase, redemption or other acquisition of any shares of capital stock of, or other equity or voting interests in, the Company or any of its subsidiaries or any options, warrants, calls or rights to acquire such shares or other interests, (iii) prior to the date of this Agreement, any split, combination or reclassification of any of the Company's or any of its subsidiaries' capital stock or other equity or voting interests or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of capital stock of, or other equity or voting interests in, the Company or any of its subsidiaries, (iv) (x) any granting by the Company or any of its subsidiaries to any current or former director, officer or employee of any increase in compensation, bonus or other benefits or any such granting of any type of compensation or benefits to any current or former director, officer or employee not previously receiving or entitled to receive such type of compensation or benefit, except as may be noted therein and except, for increases of cash compensation in the case ordinary course of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Act.business

SEC Documents. The Trust has (i) ▇▇▇▇▇▇▇ and the ▇▇▇▇▇▇▇ OP have made available to Heritage and the Heritage Merger Sub a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed all required forms, reports and documents by either ▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇ OP with the Securities SEC since January 1, 1997 and Exchange Commission prior to or on the Closing Date ("SEC") since December 31, 1994 (collectively, the "Trust ▇▇▇▇▇▇▇ SEC ReportsDocuments"), which are all the documents --------------------- (other than preliminary material) that each of which were prepared in accordance with the applicable requirements of the Exchange Act ▇▇▇▇▇▇▇ and the Securities Act. The Trust SEC Reports ▇▇▇▇▇▇▇ OP were filed required to file with the SEC in a timely manner and constitute all formsbetween January 1, reports and documents required to be filed by the Trust since December 31, 1994 under the Securities Act, the Exchange Act 1997 and the rules and regulations promulgated thereunder (the "Securities Laws")Closing Date. As of their respective dates, the Trust ▇▇▇▇▇▇▇ SEC Reports (i) Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and (ii) did not contain the rules and -------------- regulations of the SEC thereunder applicable to such ▇▇▇▇▇▇▇ SEC Documents and none of the ▇▇▇▇▇▇▇ SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later ▇▇▇▇▇▇▇ SEC Documents filed and publicly available prior to the date of this Agreement. Each Neither ▇▇▇▇▇▇▇ nor the ▇▇▇▇▇▇▇ OP has any outstanding and unresolved comments from the SEC with respect to any of the balance sheets ▇▇▇▇▇▇▇ SEC Documents except to the extent such statements have been amended, modified or superseded by later filed ▇▇▇▇▇▇▇ SEC Documents. None of the Trust ▇▇▇▇▇▇▇ SEC Documents is the subject of any confidential treatment request by ▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇ OP. The consolidated financial statements of ▇▇▇▇▇▇▇ and the ▇▇▇▇▇▇▇ OP included in or incorporated by reference into the Trust ▇▇▇▇▇▇▇ SEC Reports (including Documents complied as to form in all material respects with the related notes applicable accounting requirements and schedules) fairly presents the financial position published rules and regulations of the Trust as of its date and each of the statement of incomeSEC with respect thereto, retained earnings and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case have been prepared in accordance with generally accepted accounting principles consistently ("GAAP") ---- applied on a consistent basis during the periods involved, involved (except as may be noted therein and exceptindicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Form Rule 10-Q pursuant 01 of Regulation S-X of the SEC) and fairly presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material), the consolidated financial position of ▇▇▇▇▇▇▇ and the ▇▇▇▇▇▇▇ Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of ▇▇▇▇▇▇▇ and the ▇▇▇▇▇▇▇ Subsidiaries for the periods presented therein. The books of account and other financial records of ▇▇▇▇▇▇▇ and the ▇▇▇▇▇▇▇ OP are accurately reflected in all material respects in the financial statements included in the ▇▇▇▇▇▇▇ SEC Documents. Other than ▇▇▇▇▇▇▇ and the ▇▇▇▇▇▇▇ OP, no other ▇▇▇▇▇▇▇ Subsidiary is required to make any filing with the SEC. (ii) The LP Units and the ▇▇▇▇▇▇▇ Preferred Units are not registered under Section 13 or 15(d) 12 of the Exchange Act.

SEC Documents. The Trust Company has made available to Parent a true and complete copy of each form, report, statement, schedule, registration statement, definitive proxy statement and other information filed all required forms, reports and documents with or furnished by 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 Company with the SEC in a timely manner and constitute since January 1, 2004 (the “Company SEC Documents”), which are all forms, reports and the documents (other than preliminary material) that the Company was required to be filed by file with the Trust SEC since December 31January 1, 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws")2004. As of their respective dates, each of the Trust Company SEC Reports (i) Documents, as amended, complied as to form in all material respects with the applicable requirements of the Securities Laws Act of 1933 (the “Securities Act”) or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each Except as set forth on Schedule 3.1(d) of the balance sheets Company Disclosure Schedule, the financial statements of the Trust Company included in or incorporated by reference into the Trust Company SEC Reports (including Documents complied as to form in all material respects with the related notes published rules and schedules) fairly presents the financial position regulations of the Trust as of its date and each of the statement of incomeSEC with respect thereto, retained earnings and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case were prepared in accordance with generally accepted accounting principles consistently (“GAAP”) applied on a consistent basis during the periods involved, involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form Rule 10-Q pursuant to Section 13 or 15(d) 01 of Regulation S-X of the Exchange ActSEC) and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. Except as disclosed in the Company SEC Documents, there are no agreements, arrangements or understandings between the Company and any party who is at the date of this Agreement or was at any time prior to the date of this Agreement but since January 1, 2004 an Affiliate of the Company that are required to be disclosed in the Company SEC Documents.

SEC Documents. The Trust has CGPN hereby makes reference to the following documents filed all required forms, reports and documents with the United States Securities and Exchange Commission ("the “SEC") since December 31”), 1994 as posted on the SEC’s website, ▇▇▇.▇▇▇.▇▇▇: (collectively, the "Trust “SEC Reports")Documents”): (a) Registration Statement on Form 10SB as filed on November 11, 1999, and all amendments thereto; (b) Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004, 2003, 2002, and 2001 and any amendments thereto; (c) Quarterly Reports on Form 10-QSB for the periods ended March 31, 2005, 2004, 2003, 2002, 2001, June 30, 2004, 2003, 2002, 2001, September 30, 2004, 2003, 2002, 2001, and any amendments thereto; and (d) Current Reports on Form 8K filed in 2001 through the date of Closing. The SEC Documents constitute all of which were prepared in accordance with the applicable requirements of the Exchange Act documents and the Securities Act. The Trust SEC Reports were filed reports that CGPN was required to file with the SEC in a timely manner and constitute all forms, reports and documents required pursuant to be filed by the Trust since December 31, 1994 under the Securities Act, the Exchange Act of 1934 (“Exchange Act”) and the rules and regulations promulgated thereunder (by the "Securities Laws")SEC since the effectiveness of CGPN’s Form 10SB. As of their respective dates, the Trust SEC Reports (i) Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act and/or the Exchange Act, as the case may require, and (ii) did not contain any the rules and regulations promulgated thereunder and none of the SEC Documents contained an untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each The consolidated financial statements of CGPN included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the balance sheets SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States (except, in the case of unaudited statements, as permitted by the Trust included applicable form under the Securities Act and/or the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in or incorporated by reference into the Trust SEC Reports (including the related notes thereto) and schedules) fairly presents present the financial position of the Trust CGPN as of the dates thereof and its date and each consolidated statements of the statement of incomeoperations, retained earnings stockholders’ equity and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments which would were and are not expected to have a material adverse effect on CGPN, its business, financial condition or results of operations). Except as and to the extent set forth on the consolidated balance sheet of CGPN as of December 31, 2004, including the notes thereto, CGPN has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise and whether required to be material in amount reflected on a balance sheet or effectnot), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Act.

SEC Documents. (i) The Trust Company has filed all required forms, reports and documents made available (including via filings 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 to each of the Exchange Act Purchaser Parties a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Securities Act. The Trust SEC Reports were filed Company with the SEC in a timely manner since January 1, 2002 and constitute all forms, reports and documents required prior to be filed by or on the Trust since December 31, 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder date hereof (the "Securities Laws"“Company SEC Documents”). As of their respective filing dates, (A) the Trust Company SEC Reports (i) Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents and (iiB) did not contain none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later Company SEC Documents filed and publicly available prior to the date of this Agreement. Each The Company has no outstanding and unresolved comments from the SEC with respect to any of the balance sheets Company SEC Documents; provided, however, that no representation or warranty is made as to outstanding and unresolved comments from the SEC regarding any post-effective amendment to the Company’s effective registration statement on Form S-11 (Registration No. 333-115640) filed after the date hereof. None of the Trust included in or incorporated Company SEC Documents is the subject of any confidential treatment request by reference into the Trust SEC Reports Company. The consolidated financial statements of the Company (including the related notes thereto) included in the Company SEC Documents complied as to form in all material respects with the published rules and schedules) fairly presents the financial position regulations of the Trust as of its date and each of the statement of incomeSEC with respect thereto, retained earnings and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case were prepared in accordance with generally accepted accounting principles consistently in the United States (“GAAP”) applied on a consistent basis during the periods involved, involved (except as may be noted therein and exceptindicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Form Rule 10-Q pursuant 01 of Regulation S-X of the SEC) and fairly presented in all material respects, in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material), the consolidated financial position of the Company and the Company Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of operations and the consolidated statements of cash flows of the Company and the Company Subsidiaries for the periods presented therein. No Company Subsidiary is required to make any filings with the SEC. (ii) The GP Units and LP Units are not registered under Section 13 or 15(d) 12 of the Exchange Act.

SEC Documents. The Trust Company has filed all required reports, schedules, forms, reports statements and other 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 be filed by the Trust Company since December 31January 1, 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder 2004 (the "Securities Laws"“SEC Documents”). As of their respective datesdates of filing, the Trust SEC Reports (i) Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC promulgated thereunder applicable thereto, and none of the SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each The Company has made available to the Sponsor Entities copies of all comment letters received by the Company from the SEC since January 1, 2004 and relating to the SEC Documents, together with all written responses of the balance sheets Company thereto. As of the Trust included in or incorporated by reference into date of this Agreement, to the Trust SEC Reports (including the related notes and schedules) fairly presents the financial position Knowledge of the Trust as of its date and each Company there are no outstanding or unresolved comments in such comment letters received by the Company from the SEC. As of the statement date of incomethis Agreement, retained earnings and cash flows to the Knowledge of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operationsCompany, retained earnings or cash flows, as the case may be, none of the Trust for SEC Documents is the periods set forth therein subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect)including, in each case case, the notes thereto) of the Company included in the SEC Documents when filed complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been prepared in all material respects in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and (“GAAP”) (except, in the case of the unaudited quarterly statements, as permitted by Form 10-Q pursuant 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) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to Section 13 normal year-end adjustments). Except for matters reflected or 15(dreserved against in the audited consolidated balance sheet of the Company as of January 28, 2006 (or the notes thereto) included in the Filed SEC Documents, neither the Company nor any of its Subsidiaries has any liabilities or obligations (whether absolute, accrued, contingent, fixed or otherwise) of any nature that would be required under GAAP, as in effect on the Exchange Actdate of this Agreement, to be reflected on a consolidated balance sheet of the Company (including the notes thereto), except liabilities and obligations that (i) were incurred since January 28, 2006 in the ordinary course of business consistent with past practice, (ii) are incurred in connection with the transactions contemplated by this Agreement or (iii) have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

SEC Documents. The Trust Company has timely filed all required forms, reports and documents with the Securities and Exchange Commission (the "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 reports, schedules, statements and other documents required to be filed with the SEC by the Trust Company since December 31, 1994 under the Securities Act1996 (together with all information incorporated therein by reference, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities LawsSEC Documents"). As of their respective dates, the Trust SEC Reports (i) Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents at the time they were filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each Except to the extent that information contained in any SEC Document filed and publicly available prior to the date of this Agreement (a "Filed SEC Document") has been revised or superseded by a later Filed SEC Document, none of the balance sheets 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 Trust included in or incorporated by reference into the Trust SEC Reports circumstances under which they were made, not misleading. The financial statements (including the related notes) included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with 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) and schedules) fairly presents present in all material respects the consolidated financial position of the Trust Company as of its date the dates thereof and each their consolidated results of the statement of income, retained earnings operations and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments which would not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Act.

SEC Documents. The Trust Since March 27, 2018, the Company has 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 defined as the SEC in a timely manner and constitute all formsDocuments, reports and documents that have been required to be filed by it under applicable laws, or pursuant to comment letters issued by the Trust since December 31staff of SEC’s Division of Corporation Finance, 1994 under prior to the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws")date hereof. As of their respective datesits filing date (or, if amended or superseded by a filing prior to the Trust SEC Reports date of this Agreement, on the date of such amended or superseded filing), (i) each SEC Document complied as to form in all material respects with the applicable requirements of the Securities Laws Act, the Exchange Act, and/or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, each as in effect on the date such SEC Document was filed, and (ii) each SEC Document did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each To the knowledge of the balance sheets Company, none of the Trust SEC Documents is the subject of ongoing SEC review or investigation. The financial statements included in or incorporated by reference into the Trust SEC Reports Documents, including any amendments to the SEC Documents, comply in all material respects with the applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. The financial statements included in the SEC Documents have been prepared in accordance with generally accepted accounting principles in the United States applied on a consistent basis (including the related notes “GAAP”), and schedules) fairly presents represent the financial position of the Trust Company and as of its date and each for the dates thereof and the results of the statement of income, retained earnings operations and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (then ended, subject, in the case of unaudited statements, to normal 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 and the periods involved, except omission of certain footnotes. Except as may be noted therein and except, set forth in the case SEC Documents, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 Company or 15(d) of in the Exchange Actnotes thereto.

SEC Documents. The Trust has filed all required (a) All reports, schedules, forms, reports statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by Bridger with the United States Securities and Exchange Commission ("the “SEC"”) since December 31August 8, 1994 2022 (collectivelythe “Bridger SEC Documents”) have been filed or furnished with the SEC on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the "Trust Effective Date, then on the date of such filing): (i) each of the Bridger SEC Reports"), Documents complied in all of which were prepared in accordance material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Securities Act. The Trust ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (as the case may be) and the applicable regulations promulgated thereunder; and (ii) none of the Bridger SEC Reports were filed with the SEC in Documents contained any untrue statement of a timely manner and constitute all forms, reports and documents material fact or omitted to state a material fact required to be filed by stated therein or necessary in order to make the Trust since December 31statements therein, 1994 in light of the circumstances under the Securities Actwhich they were made, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws")not misleading. As of their respective datesits filing date (or, if amended or superseded by a filing prior to the Trust Effective Date, on the date of such filing), each Bridger SEC Reports (i) Document complied as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Laws Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations thereunder. (iib) did not contain The financial statements (including any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the balance sheets of the Trust included in related notes) contained or incorporated by reference into in Bridger SEC Documents: (i) complied as to form in all material respects with the Trust SEC Reports (including the related notes published rules and schedules) fairly presents the financial position regulations of the Trust as of its date and each of the statement of income, retained earnings and cash flows of the Trust included SEC applicable thereto; (ii) were prepared in or incorporated by reference into the Trust SEC Reports accordance with United States generally accepted accounting principles (including any related notes and schedules“GAAP”) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for applied on a consistent basis throughout the periods set forth therein covered (subjectexcept as may be indicated in the notes to such financial statements or, in the case of unaudited 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 except, in the case of the unaudited financial statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of any successor form under the Exchange Act, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments); (iii) fairly present, in all material respects, the financial position of Bridger and its consolidated subsidiaries as of the respective dates thereof and the results of operations and consolidated cash flows of Bridger and its consolidated subsidiaries for the periods covered thereby (subject, with respect to unaudited financial statements, to normal and recurring year-end adjustments); and (iv) have been prepared from, and are in accordance with, the books and records of Bridger and its consolidated subsidiaries in all material respects. No financial statements of any Person other than Bridger and its consolidated subsidiaries are required by GAAP to be included in the consolidated financial statements of Bridger. (c) None of Bridger or any of its subsidiaries has effected, entered into or created, or has a commitment to effect, enter into or create, any securitization transaction, joint venture or any similar contract or transaction, including any contract relating to any transaction or relationship between or among Bridger or any of its subsidiaries, on the one hand, and any unconsolidated affiliate of Bridger or any of its subsidiaries, including any structured finance, special purpose or limited purpose entity, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303 of Regulation S-K) or any similar arrangements. None of Bridger or any of its subsidiaries has any liabilities of any nature or type, whether accrued, absolute, determined, contingent or otherwise and whether due or to become due, except for: (i) liabilities disclosed in the financial statements (including any related notes) contained in the balance sheet of Bridger for the quarterly period ended June 30, 2023 and filed on Form 10-Q (the “Bridger Balance Sheet”); (ii) liabilities incurred in the ordinary course of business since the date of the Bridger Balance Sheet; (iii) liabilities that would not, individually or in the aggregate, reasonably be expected to have be material to the business of Bridger or materially impair, hinder or delay the transactions contemplated by this Agreement; and (iv) liabilities and obligations incurred in connection with the transactions contemplated by this Agreement.

SEC Documents. The Trust has SEAA hereby makes reference to the following documents filed all required forms, reports and documents with the United States Securities and Exchange Commission ("the “SEC") since December 31”), 1994 as posted on the SEC’s website, w▇▇.▇▇▇.▇▇▇ (collectively, the "Trust “SEC Reports")Documents”): (a) Registration Statement on Form SB-1 on September 10, 2004, and all amendments thereto, and Registration Statement on Form 8-A as filed on July 25, 2005, and all amendments thereto; (b) Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005, 2004 and any amendments thereto; (c) Quarterly Reports on Form 10-QSB for the periods ended March 31, 2006, 2005, June 30, 2006, 2005, September 30, 2005, and any amendments thereto; and (d) Current Reports on Form 8-K filed from 2004 through the date of Closing. The SEC Documents constitute all of which were prepared in accordance with the applicable requirements of the Exchange Act documents and the Securities Act. The Trust SEC Reports were filed reports that SEAA was required to file with the SEC in a timely manner and constitute all forms, reports and documents required pursuant to be filed by the Trust since December 31, 1994 under the Securities Act, the Exchange Act of 1934 (“Exchange Act”) and the rules and regulations promulgated thereunder (by the "Securities Laws")SEC since the effectiveness of SEAA’s Form SB-1. As of their respective dates, the Trust SEC Reports (i) Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act and/or the Exchange Act, as the case may require, and (ii) did not contain any the rules and regulations promulgated thereunder and none of the SEC Documents contained an untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each The consolidated financial statements of SEAA included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the balance sheets SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States (except, in the case of unaudited statements, as permitted by the Trust included applicable form under the Securities Act and/or the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in or incorporated by reference into the Trust SEC Reports (including the related notes thereto) and schedules) fairly presents present the financial position of the Trust SEAA as of the dates thereof and its date and each consolidated statements of the statement of incomeoperations, retained earnings Shareholders’ equity and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments which would were and are not be expected to have a material in amount adverse effect on SEAA, its business, financial condition or effectresults of operations). Except as and to the extent set forth on the consolidated balance sheet of SEAA as of December 31, in each case in accordance with generally accepted accounting principles consistently applied during 2005, including the periods involvednotes thereto, except as may be noted therein and except, or otherwise included in the case schedules hereto, SEAA has no liability or obligation of the unaudited statementsany nature (whether accrued, as permitted by Form 10-Q pursuant absolute, contingent or otherwise and whether required to Section 13 be reflected on a balance sheet or 15(d) of the Exchange Actnot).

SEC Documents. The Trust Premier has furnished, or within 10 days of the date hereof shall furnish, EyeSys with a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed all required forms, reports and documents by Premier with the Securities and Exchange Commission ("SEC") SEC since December 31November 1, 1994 (collectively, the "Trust SEC ReportsDOCUMENTS"), which are all of which were prepared in accordance the documents that Premier was required to file with the applicable requirements of SEC under the Exchange Act and the Securities Actsince that date. The Trust SEC Reports were filed Documents as of their respective dates complied in all material respects with the SEC in a timely manner and constitute all forms, reports and documents required to be filed by the Trust since December 31, 1994 under the Securities Act, requirements of the Exchange Act and the rules and regulations promulgated thereunder of the SEC thereunder, applicable to such SEC Documents, and none of the SEC Documents as of the date thereof 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 not misleading. Except to the extent that the information contained in Premier's Annual Report on Form 10-K for its fiscal year ended March 31, 1996 ("FORM 10-K") has been revised or superseded by a later-filed SEC Document, or except as set forth in the "Securities Laws"). As of their respective datesRegistration Statement or the Premier Letter, the Trust SEC Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws and (ii) did Form 10-K does not currently contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each The financial statements of Premier included in the SEC Documents as of their respective dates complied as to form in all material respects with applicable accounting requirements and the rules and regulations of the balance sheets of the Trust included in or incorporated by reference into the Trust SEC Reports (including the related notes with respect thereto and schedules) fairly presents the 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 Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved, except as may be noted therein and exceptindicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q pursuant and subject to Section 13 or 15(d) of the Exchange Actnormally recurring audit adjustments.

SEC Documents. The Trust Company has 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 on a timely manner and constitute basis all reports, schedules, forms, reports statements and other documents required to be filed by it since July 1, 1996 as such documents since the Trust since December 31, 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder time of filing may have been amended or supplemented (the "Securities LawsCOMPANY SEC DOCUMENTS"). No subsidiary of the Company is required to file with the SEC any report, schedule, form, statement or other document. As of their respective dates, the Trust Company SEC Reports (i) Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act of 1933, as amended (the "SECURITIES ACT"), or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each The financial statements of the balance sheets Company for the fiscal quarter ended March 31, 2001 filed with the SEC (the "MARCH FINANCIAL STATEMENTS") and all other financial statements of the Trust Company included in the Company SEC Documents, including in each case the notes thereto (collectively with the March Financial Statements, the "SEC FINANCIAL STATEMENTS") comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or incorporated by reference into in the Trust SEC Reports (including notes thereto) and fairly present in all material respects the related notes and schedules) fairly presents the consolidated financial position of the Trust Company as of its date the dates thereof and each the consolidated results of the statement of income, retained earnings their operations and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments which and other adjustments described therein). Except as set forth in the March Financial Statements and except as arising hereunder, the Company and its subsidiaries have no liabilities or obligations of any nature (whether absolute, accrued, asserted or unasserted, contingent or otherwise) that would be required to be reflected on or reserved against in any SEC Financial Statements that are not disclosed, reflected or reserved against in such SEC Financial Statements, except for such liabilities and obligations (i) that have been incurred since March 31, 2001 in the ordinary course of business, (ii) that, individually or in the aggregate, would not reasonably be expected to have a material in amount adverse effect on the Company or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except (iii) arising as may be noted therein and except, in the case a result of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) consummation of the Exchange Acttransactions contemplated by this Agreement.

SEC Documents. The Trust Company has filed all required formsdelivered or made available to ADS each registration statement, report, proxy statement or information statement (as defined in Regulation 14C under the Exchange Act) prepared by it since September 30, 1996, which reports and documents with the Securities and Exchange Commission ("SEC") since December 31, 1994 (collectively, the "Trust SEC Reports"), constitute 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 (other than preliminary material) required to be filed by the Trust Company with the SEC since December 31such date, 1994 under each in the Securities Actform (including exhibits and any amendments thereto) filed with the SEC (collectively, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities LawsCompany Reports"). As of their respective dates, each of the Trust SEC Company Reports (i) complied and, in the case of filings after the date hereof, will comply as to form in all material respects with the applicable requirements of the Securities Laws Act and/or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations thereunder. None of the Company Reports contained, as of the date they were filed, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Company has filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since September 30, 1996. Each of the consolidated balance sheets of the Trust Company included in or incorporated by reference into the Trust SEC Company Reports (including the related notes and schedules) fairly presents present in all material respects the consolidated financial position of the Trust Company and its Subsidiaries as of its date (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), and each of the statement consolidated statements of income, retained earnings and cash flows of the Trust Company included in or incorporated by reference into the Trust SEC Company Reports (including any related notes and schedules) fairly presents present in all material respects the results of operations, retained earnings or cash flows, as the case may be, of the Trust Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). There are no extraordinary or non-recurring items of income or expense during the periods covered by such financial statements and the consolidated balance sheets of the Company included or incorporated therein do not reflect any write-up or revaluation increasing the book value of any assets, except in either case as specifically disclosed in the notes thereto. Except as and to the extent reflected or reserved against in the financial statements included in the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 1999 (the "Company Form 10-Q") or as disclosed therein or in the Disclosure Statement, neither the Company nor any of its Subsidiaries had as of such date any liability or obligation of any kind, whether accrued, absolute, contingent, unliquidated or other and whether due or to become due (including any liability for breach of contract, breach of warranty, torts, infringements, claims or lawsuits), which was material to the business, assets, results of operations or financial condition of the Company and its Subsidiaries taken as a whole. Except as set forth in the Disclosure Statement, since December 31, 1999, neither the Company nor any Company Subsidiary has incurred any liability or obligation of any kind which, in each any case or in the aggregate, is material to the business, assets, results of operations or financial condition of the Company and its Subsidiaries taken as a whole, except in the ordinary course of business. The financial statements of the Company, including the notes thereto, included in or incorporated by reference into the Company Reports comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with generally accepted accounting principles consistently applied during the periods involved, GAAP (except as may be noted therein and except, indicated in the case of notes thereto). Since September 30, 1996, there has been no change in the unaudited Company's accounting methods or principles that would be required to be disclosed in the Company's financial statements in accordance with GAAP, except as described in the notes to such Company financial statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Act.

SEC Documents. The Trust has filed all filings required forms, reports to be made by PanEnergy and documents with the Securities and Exchange Commission ("SEC") its ------------- Subsidiaries since December 31, 1994 1993 under the Securities Act of 1933, as amended (collectively, the "Trust SEC ReportsSecurities Act"), all of which were prepared in accordance the Exchange Act, the Federal Power Act (the "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 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 be filed by the Trust since December 31, 1994 under the Securities Act, the Exchange Act such acts and the rules and regulations promulgated thereunder 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 "Securities LawsPanEnergy SEC Documents"). As of their respective dates, the Trust PanEnergy SEC Reports (i) Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act or the Exchange Act, as the case may be, and (ii) did the rules and regulations of the SEC thereunder applicable to such PanEnergy SEC Documents, with such exceptions as would not contain in the aggregate have a Material Adverse Effect on PanEnergy and none of the PanEnergy SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each The financial statements of PanEnergy included in the PanEnergy SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the balance sheets of the Trust included in or incorporated by reference into the Trust SEC Reports (including the related notes and schedules) fairly presents the financial position of the Trust as of its date and each of the statement of incomewith respect thereto, retained earnings and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case were prepared in accordance with generally accepted accounting principles consistently GAAP applied on a consistent basis during the periods involved, involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form Rule 10-Q pursuant to Section 13 or 15(d) 01 of Regulation S-X of the Exchange ActSEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which will be material) the consolidated financial position of PanEnergy and its consolidated subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of PanEnergy and its consolidated subsidiaries for the periods presented therein.

SEC Documents. The Trust Company has filed all required reports, schedules, forms, reports statements 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 other documents required to be filed by the Trust since December 31, 1994 Company under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder of 1934, as amended (the "Securities Laws"“Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “Continuous Disclosure Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such Continuous Disclosure Reports prior to the expiration of any such extension. As of their respective datesdates (or if amended or superseded by a filing prior to the date that is five (5) Business Days prior to the date of this Agreement, then on the date of such filing), the Trust SEC Continuous Disclosure Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws Act and the Exchange Act, as applicable, and none of the Continuous Disclosure Reports, when filed (iior if amended or superseded by a filing prior to the date that is five (5) did not contain Business Days prior to the date of this Agreement, then on the date of such filing), contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each The financial statements of the balance sheets Company included in the Continuous Disclosure Reports complied in all material respects with applicable accounting requirements and the rules and regulations of the Trust included Commission with respect thereto as in effect at the time of filing (or incorporated if amended or superseded by reference into a filing prior to the Trust SEC Reports date that is five (including 5) Business Days prior to the related date of this Agreement, then on the date of such filing). Such financial statements have been prepared in accordance with GAAP, except as may be otherwise specified in such financial statements or the notes thereto and schedules) except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly presents present in all material respects the financial position of the Trust Company and its consolidated Subsidiaries as of its date and each for the dates thereof and the results of the statement of income, retained earnings operations and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (then ended, subject, in the case of unaudited statements, to normal normal, immaterial, year-end audit adjustments adjustments. All agreements to which would not be material in amount the Company or effect), in each case in accordance with generally accepted accounting principles consistently applied during any Subsidiary is a party or to which the periods involved, except property or assets of the Company or any Subsidiary are subject are included as may be noted therein and except, part of or identified in the case Continuous Disclosure Reports, to the extent such agreements are required to be included or identified pursuant to the rules and regulations of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange ActSEC.

SEC Documents. The Trust ▇▇▇▇▇r has made available to the Purchaser a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed all required forms, reports and documents by UP&UP with the United States Securities and Exchange Commission (the "SEC") since December 31April 19, 1994 1996 and prior to the date of this Agreement (collectively, the "Trust UP&UP SEC ReportsDocuments"), which are 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 documents (other than preliminary material) that UP&UP was required to file with the SEC in a timely manner and constitute all forms, reports and documents required to be filed by the Trust since December 31, 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws")such date. As of their respective dates, the Trust UP&UP SEC Reports (i) Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and (ii) did not contain the rules and regulations of the SEC thereunder applicable to such UP&UP SEC Documents, and none of the UP&UP SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each The financial statements of the balance sheets Company included in the UP&UP SEC Documents complied as to form in all material respects with the published rules and regulations of the Trust included SEC with respect thereto, were prepared in or incorporated accordance with 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 financial statements, as permitted by reference into the Trust SEC Reports (including the related notes and schedules) fairly presents the financial position Rule 10-01 of Regulation S-X of the Trust as SEC) and fairly present in accordance with applicable requirements 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 Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein GAAP (subject, in the case of unaudited financial statements, to normal year-end audit adjustments normal, recurring adjustments, which would will not be material material, either individually or in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the aggregate) the consolidated financial position of UP&UP and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of UP&UP and its consolidated Subsidiaries for the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Actpresented therein.

SEC Documents. The Trust Since January 1, 1997, the Company has filed or, in the case of the Company Post-Signing SEC Documents (as defined in Section 6.10), will file all required reports, schedules, forms, reports statements and documents other Documents with the Securities and Exchange Commission SEC ("SEC"as defined in Article X) since December 31, 1994 (collectively, including the Company Post-Signing SEC Documents, the "Trust COMPANY 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 be filed by the Trust since December 31, 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities LawsDOCUMENTS"). As of their respective dates, the Trust Company SEC Reports (i) 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 Laws Act or the Exchange Act, as the case may be, and (ii) did not contain none of the Company SEC Documents contained or, in the case 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 made therein, in the light of the circumstances under which they were made, not misleading. Each The consolidated financial statements of the balance sheets Company included in the Company SEC Documents (the "FINANCIAL STATEMENTS") comply or, in the case of the Trust included Company Post-Signing SEC Documents, will comply as to form in or incorporated all material respects with applicable accounting requirements and 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 GAAP (except, in the case of unaudited statements, for the lack of normal year-end adjustments, the absence of footnotes and as permitted by reference into Form 10-QSB and Item 310 of Regulation S-B of the Trust SEC Reports SEC) applied on a consistent basis during the periods subject thereto (including except as may be indicated in the related notes thereto) and schedules) fairly presents present the consolidated financial position of the Trust Company and its consolidated subsidiaries as of its date the dates thereof and each the consolidated results of the statement of income, retained earnings operations and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effectand the absence of footnotes), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except . Except as may be noted therein and except, disclosed in the case Financial Statements, as required by GAAP or as required by any Governmental Entity, the Company has not, since December 31, 1997, made any change in accounting practices or policies applied in the preparation of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange ActFinancial Statements.

SEC Documents. (i) The Trust Company has 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 SEC, and constitute has heretofore made available to Parent, true and complete copies of, all reports, schedules, forms, reports statements and other documents required to be filed with the SEC by the Trust Company since December 31January 1, 1994 under 2001 (together with all information incorporated therein by reference, the “SEC Documents”). No subsidiary of the Company is required to file any report, schedule, form, statement or other document with the SEC. As of their respective dates, each of the SEC Documents complied in all material respects with the requirements of the Securities ActAct of 1933, the Exchange Act as amended, and the rules and regulations promulgated thereunder (the "“Securities Laws"Act”). As , the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), in each case, applicable to such SEC Documents as of their respective dates, the Trust SEC Reports (i) complied as to form in all material respects with the applicable requirements and none of the Securities Laws and (ii) did not contain SEC Documents at the time they were filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each As of the balance sheets date hereof, except to the extent that information contained in any SEC Document filed and publicly available prior to the date of this Agreement (a “Filed SEC Document”) has been revised or superseded by a later filed SEC Document, none of the Trust included Filed 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 or incorporated by reference into order to make the Trust SEC Reports statements therein, in light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of the Company included in the SEC Documents comply as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and schedules) fairly presents present in all material respects the consolidated financial position of the Trust Company and its consolidated subsidiaries as of its date the dates thereof and each their consolidated results of the statement of income, retained earnings operations and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments adjustments, none of which would not are expected to be material material). Except (x) as set forth or fully reserved against in amount or effectthe financial statements as of and for the period ended September 30, 2004 included in the Filed SEC Documents (the “Baseline Financials”), (y) incurred since the date of the Baseline Financials and prior to the date hereof in each case the ordinary course of business consistent with past practice or in connection with the transactions contemplated by this Agreement or (z) incurred after the date hereof in accordance with generally accepted accounting principles consistently applied during the periods involvedterms of this Agreement, except the Company and its subsidiaries have no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that individually or in the aggregate are, or are reasonably likely to become, material to the Company and its subsidiaries, taken as may be noted therein a whole. (ii) Each of the Company and exceptits senior financial officers has consulted with the Company’s independent auditors and with the Company’s outside counsel with respect to, and (to the extent applicable to the Company) is familiar in all material respects with, the requirements of SOX as in existence on the date hereof. The Company is, and has been, in compliance in all material respects with the case provisions of SOX applicable to it. (iii) Each of the unaudited principal executive officer of the Company and the principal financial officer of the Company has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the SEC Documents, and the statements contained in such certifications are accurate in all material respects as of the date hereof. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any of its subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (iv) Neither the Company nor any of its subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or effect of such 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 SEC Documents. (v) The books, records and accounts of the Company, all of which have been made available to Parent upon Parent’s request, are complete and correct in all material respects. (vi) The Company’s system of internal controls over financial reporting are reasonably sufficient in all material respects to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (B) that receipts and expenditures are executed only in accordance with the authorization of management, and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that could materially affect the Company’s financial statements, . (vii) The Company’s “disclosure controls and procedures” (as permitted by Form 10-Q pursuant to Section 13 or 15(ddefined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that (i) all information (both financial 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 (ii) all such information 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. (viii) Since the date of this Agreement, neither the chief executive officer nor the chief financial officer of the Company has become aware of any fact or circumstance that is reasonably likely to result in a substantial change to the Company’s internal controls over financial reporting. (ix) Since the date of the most recent Filed SEC Report, neither the chief executive officer nor the chief financial officer of the Company has become aware of any fact, circumstance or change that is reasonably likely to result in a “material weakness” in the Company’s internal controls over financial reporting. (x) The audit committee of the Board of Directors of the Company includes an Audit Committee Financial Expert, as defined by Item 401(h)(2) of Regulation S K. (xi) The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K, for senior financial officers, applicable to its principal financial officer, comptroller or principal accounting officer, or persons performing similar functions. The Company has promptly disclosed, by filing a Form 8-K, any change in or waiver of the Company’s code of ethics, as required by Section 406(b) of SOX. To the knowledge of the Company, there have been no violations of provisions of the Company’s code of ethics.

SEC Documents. The Trust (a) AAT is an issuer subject to the reporting reports under Section 13 of the Exchange Act. AAT has filed all required forms, reports and documents with the Securities and Exchange Commission ("the “SEC"”) all proxy statements, prospectuses, reports, schedules, forms, financial statements, certifications and other documents (including exhibits and all other information incorporated by reference) required to be filed pursuant to the Exchange Act since December 31January 1, 1994 2003 (collectively, the "Trust “SEC Reports"Documents”). Except as set forth in Section 4.5(a) of the AAT Disclosure Manual, all SEC Documents and any other forms or documents required to have been filed by AAT or its directors and officers, as they relate to AAT, with the SEC have been so filed on a timely basis. As of their respective dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), all of which the SEC Documents (i) 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 be filed by the Trust since December 31, 1994 under the Securities Act, the Exchange Act Act, and the rules and regulations promulgated thereunder (the "Securities Laws"). As of their respective dates, the Trust SEC Reports (i) and complied as to form in all material respects with the then applicable accounting requirements of the Securities Laws and (ii) did not contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each misleading except to the extent corrected prior to the date hereof by a subsequently filed SEC Document. (b) AAT maintains disclosure controls and procedures that satisfy the requirements of the balance sheets of the Trust included in or incorporated by reference into the Trust SEC Reports (including the related notes and schedules) fairly presents the 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 Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of Rule 13a-14 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that all material information concerning AAT is made known on a timely basis to the individuals responsible for the preparation of AAT’s filings with the SEC and other public disclosure documents. AAT is in compliance with the applicable listing and other rules and regulations of the Nasdaq Stock Market and, except for the requirement to hold its 2006 annual meeting of stockholders, has not received any notice from the Nasdaq Stock Market asserting any non-compliance with such rules and regulations.

SEC Documents. The Trust (a) Acquirer has made available to the Company, or the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC contains in a publicly available format, complete and correct copies of all reports, schedules, forms, statements and other documents filed with or furnished to the SEC by Acquirer since January 1, 2004 (together with all information incorporated therein by reference, the “SEC Documents”). Since January 1, 2004, the Company has 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 or furnished to the SEC in a timely manner and constitute all formseach report, reports and documents schedule, form, statement or other document or filing required by Law to be filed by or furnished at or prior to the Trust since December 31time so required. No Subsidiary of the Company is required to file or furnish any report, 1994 under the Securities Actschedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws")SEC. As of their respective dates, each of the Trust SEC Reports (i) Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (ii) did not contain collectively, the “Exchange Act”), in each case, applicable to such SEC Document at the time it was filed or furnished to the SEC, and none of the SEC Documents at the time it was filed or furnished contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each Except to the extent that information contained in any SEC Document filed or furnished and publicly available prior to the date of this Agreement (a “Filed SEC Document”) has been revised or superseded by a later filed or furnished Filed SEC Document, none of the balance sheets 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 Trust included in or incorporated circumstances under which they were made, not misleading. Acquirer has made available to the Company copies of all comment letters received by reference into Acquirer from the Trust SEC Reports (including since January 1, 2004, and relating to the related notes and schedules) fairly presents the financial position SEC Documents, together with all written responses of Acquirer thereto. As of the Trust as date of its date and each this Agreement, there are no outstanding or unresolved comments in such comment letters received by Acquirer from the SEC. As of the statement date of incomethis Agreement, retained earnings and cash flows to the Knowledge of Acquirer, none of the Trust included SEC Documents is the subject of any ongoing review by the SEC. (b) Acquirer is in or incorporated by reference into compliance in all material respects with the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, provisions of the Trust for ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the periods set forth therein (subject, in the case of unaudited statements, rules and regulations promulgated thereunder applicable 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 except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Actit.

SEC Documents. The Trust Company has filed all required reports, schedules, forms, reports statements and other documents required to be filed by the Company with the Securities and Exchange Commission ("the “SEC"”) since December 31January 1, 1994 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) (collectively, the "Trust “SEC Reports"Documents”). As of its respective filing date, each SEC Document complied in all of which were prepared in accordance material respects 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 be filed by the Trust since December 31, 1994 under the Securities Act, the Exchange Act and the rules and regulations of the SEC promulgated thereunder (the "Securities Laws"). As of their respective datesapplicable to such SEC Document, the Trust SEC Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each 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 balance sheets SEC Documents as of the Trust 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 or incorporated by reference into the Trust SEC Reports (including Documents when filed complied as to form in all material respects with the related notes published rules and schedules) fairly presents the financial position regulations of the Trust as of its date and each of the statement of incomeSEC with respect thereto, retained earnings and cash flows of the Trust included have been prepared in or incorporated by reference into the Trust SEC Reports all material respects in accordance with United States generally accepted accounting principles (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (subjectexcept, in the case of unaudited 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 except, in the case of the unaudited quarterly statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange ActSEC 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) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end adjustments).

SEC Documents. (a) The Trust Company has made available to Parent, or the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC contains in a publicly available format, complete and correct copies of all reports, schedules, forms, statements and other documents filed with or furnished to the SEC by the Company since January 1, 2004 (together with all information incorporated therein by reference, the “SEC Documents”). Since January 1, 2004, the Company has 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 or furnished to the SEC in a timely manner and constitute all formseach report, reports and documents schedule, form, statement or other document or filing required by Law to be filed by or furnished at or prior to the Trust since December 31time so required. No Subsidiary of the Company is required to file or furnish any report, 1994 under the Securities Actschedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws")SEC. As of their respective dates, each of the Trust SEC Reports (i) Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act of 1933, as amended, and the rules and regulations promulgated thereunder (iicollectively, the “Securities Act”) did not contain and the Exchange Act, in each case, applicable to such SEC Document at the time it was filed or furnished to the SEC, and none of the SEC Documents at the time it was filed or furnished contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each Except to the extent that information contained in any SEC Document filed or furnished and publicly available prior to the date of this Agreement (a “Filed SEC Document”) has been revised or superseded by a later filed or furnished Filed SEC Document, none of the balance sheets 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 Trust included circumstances under which they were made, not misleading. The Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2004, 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 or incorporated such comment letters received by reference into the Trust Company from the SEC. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Reports Documents is the subject of any ongoing review by the SEC. The financial statements (including the related notes) of the Company included in the SEC Documents complied, at the time the respective statements were filed, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been or will be prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and schedules) fairly presents present in accordance with GAAP in all material respects the consolidated financial position of the Trust Company and its consolidated subsidiaries as of its date the dates thereof and each their consolidated results of the statement of income, retained earnings operations and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments which would not be material adjustments). Except (i) as set forth or fully reserved against in amount or effectthe most recent audited financial statements (including the notes thereto) included in the Filed SEC Documents (the “Baseline Financials”), in each case in accordance with generally accepted accounting principles consistently applied during (ii) for liabilities incurred after the periods involved, except as may be noted therein and except, date of the Baseline Financials but prior to the date of this Agreement in the case ordinary course of business consistent (including in type and amount) with past practice and (iii) for liabilities incurred on or after the date of this Agreement that, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, the Company and its subsidiaries have no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise). (b) The Company is in compliance in all material respects with the provisions of the unaudited statements▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder (collectively, “SOX”) applicable to it. To the knowledge of the Company, there have been no violations of provisions of the Company’s code of ethics. (c) The principal executive officer of the Company and the principal financial officer of the Company each has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX, as permitted by Form 10applicable, with respect to the SEC Documents, and the statements contained in such certifications were true and accurate as of the date they were made. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any of its subsidiaries has outstanding, or has since the adoption of SOX arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (d) 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-Q pursuant balance sheet partnership or any similar Contract (including any Contract relating to Section 13 any transaction or 15(drelationship between or among the Company and any of its subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the purpose or intended or known result or effect of such joint venture, partnership or Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its subsidiaries in the Company’s or any of its subsidiaries published financial statements or other SEC Documents. (e) The Company’s “internal control over financial reporting” (as defined in Rule 13a-15(f) under the Exchange Act and 15d-15(f) of the Exchange Act) is sufficient to provide reasonable assurance (A) regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (B) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (C) that receipts and expenditures of the Company are made only in accordance with the authorizations of management and directors of the Company, and (D) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (f) The Company’s “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Exchange Act and Rule 15d-15(e) of the Exchange Act) are designed to ensure that (A) information 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 (B) 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, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. (g) Since January 1, 2004, neither the Company nor any of its Subsidiaries nor, to Company’s knowledge, any director, officer, employee, auditor or accountant of the Company or any of its Subsidiaries has received written notice of any material complaint, allegation, or claim regarding improper, wrongful or fraudulent accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls or any material inaccuracy in the Company’s financial statements that was investigated by the Company Board or a committee thereof or reported to the Company’s independent public accountants. Since January 1, 2004 no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported to the Company Board or any committee thereof evidence of a material violation of securities laws, breach of fiduciary duty or a material violation of applicable Law by the Company or any of its officers, directors, employees or agents, acting in the course of performance of their duties on behalf of the Company, that would, or would be reasonably likely to, result in a material liability to the Company and its Subsidiaries, taken as a whole.

SEC Documents. (i) The Trust Company has made available to Parent a true and complete copy of each form, report, statement, schedule, prospectus, registration statement and each other document filed all required forms, reports and documents by the Company with the Securities and Exchange Commission ("the “SEC"”) since December 31September 30, 1994 2013, including all amendments or exhibits thereto and documents incorporated by reference thereto (collectively, the "Trust “Company SEC Reports"), all Documents”) and prior to the date of which were prepared in accordance with the applicable requirements this Agreement. Each of the Exchange Act and Company SEC Documents has been timely filed, to the Securities Act. The Trust SEC Reports were filed with the SEC in a timely manner and constitute all formsextent required by law, reports and documents required to be filed by the Trust since December 31and, 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws"). As as of their respective dates, each of the Trust Company SEC Reports (i) Documents, as amended, complied as to form in all material respects with the applicable requirements of the Securities Laws Act of 1933 (the “Securities Act”), or the Exchange Act or any other applicable law, as the case may be, and (ii) did not contain the rules and regulations of the SEC thereunder, in each case, to the extent applicable to such Company SEC Documents, and none of the Company SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each The Company has made available (including via the ▇▇▇▇▇ system) to Parent all material correspondence between the SEC on the one hand, and the Company or any of its Subsidiaries, on the other hand, since September 30, 2013. As of the balance sheets date hereof, there are no material outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Trust Company SEC Documents. To the knowledge of the Company, as of the date hereof, (A) none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment and (B) neither the SEC nor any other Governmental Entity is conducting any investigation or review of any Company SEC Document. (ii) The financial statements of the Company included in or incorporated by reference into the Trust Company SEC Reports (including the related notes Documents complied, and schedules) fairly presents the 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 Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (subject, in the case of unaudited statementsfinancial statements filed following the date hereof will comply, as to normal yearform in all material respects with Regulation S-end audit adjustments which would not be material in amount or effect)X of the SEC, in each case were prepared in accordance with generally accepted accounting principles consistently in the United States (“GAAP”) applied on a consistent basis during the periods involved, involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form Rule 10-Q pursuant to Section 13 or 15(d) 01 of Regulation S-X of the Exchange ActSEC) and fairly present, and in the case of financial statements filed following the date hereof will fairly present, in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of the Company and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein.

SEC Documents. The Trust (i) Except as specified in Section 3.1(e)(i) of the Disclosure Schedule, Company has filed on a timely basis all required reports, schedules, forms, reports statements and documents with the Securities other documents, and Exchange Commission ("SEC") since December 31any exhibits required thereto, 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 since November 20, 2002 (such reports, schedules, forms, reports statements and documents other documents, and any exhibits required thereto, being hereinafter referred to be filed by as the Trust since December 31, 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws"“SEC Documents”). As Except as specified in Section 3.1(e)(i) of the Disclosure Schedule, as of their respective dates, the Trust SEC Reports (i) Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates (iior, if amended or superceded by a filing prior to the date of this Agreement, then as of the date of such subsequent filing) did not contain contained any untrue statement statements of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each , 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 balance sheets Disclosure Schedule, the consolidated financial statements of Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Trust included SEC with respect thereto, have been prepared in or incorporated accordance with accounting principles generally accepted in the United States of America (except, in the case of unaudited consolidated quarterly statements, as permitted by reference into Form 10-Q of the Trust SEC Reports SEC) applied on a consistent basis during the periods involved (including except as may otherwise be indicated in the related notes thereto) and schedules) fairly presents present in all material respects the consolidated financial position of the Trust Company and its consolidated Subsidiaries as of its date the dates thereof and each the consolidated results of the statement of income, retained earnings their operations and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments which would not be material in amount or effectand lack of certain footnotes), in each case in accordance . (iii) Company has complied with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein certification requirements under Sections 302 and except, in the case 906 of the unaudited statements, ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 in connection with the filing of its periodic reports. Company has and will have in place the “disclosure controls and procedures” (as permitted by Form 10-Q pursuant to Section 13 or 15(ddefined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) required in order for the Chief Executive Officer and Chief Financial Officer of Company to engage in the review and evaluation process mandated by the Exchange Act.

SEC Documents. The Trust (a) Parent has filed all required forms, reports and documents with or furnished to the U.S. Securities and Exchange Commission ("the “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 on a timely manner and constitute basis or having received the appropriate extension of time within which to file, all reports, schedules, forms, reports statements, prospectuses, registration statements and other documents required to be filed or furnished by Parent with or to the Trust since December 31SEC, 1994 under including all reports that Parent was required to file pursuant to Section 13 of the U.S. Securities Exchange Act of 1934 (such Act, the “Exchange Act Act”, and such documents, the rules and regulations promulgated thereunder (the "Securities Laws"“Parent SEC Documents”). As of their respective datesfiling dates or, in the Trust SEC Reports case of a registration statement under the Securities Act, as of the date such registration statement was declared effective by the SEC, or, if amended (or deemed amended), as of the date of the last amendment or deemed amendment, (i) the Parent SEC Documents complied as to form in all material respects with the then-applicable requirements of the Securities Laws Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and (ii) did not contain none of the Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No subsidiary of Parent is, or has been, required by applicable regulations promulgated by the SEC to file or furnish under the Exchange Act, or otherwise submit to the SEC, any form, report, registration statement or other document. (b) Each of the balance sheets consolidated financial statements of Parent (including, in each case, any related notes thereto where applicable) contained in the Parent SEC Documents (i) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except, in each case, as otherwise described therein or, in the case of unaudited statements, as permitted by Form 10-Q of the Trust included SEC), (ii) complied as to form, as of their respective dates of filing with the SEC, in or incorporated by reference into all material respects with applicable accounting requirements and the Trust published rules and regulations of the SEC Reports with respect thereto and (including the related notes and schedulesiii) fairly presents in all material respects, as applicable, the consolidated financial position of the Trust Parent and its subsidiaries as of the respective dates thereof and the consolidated results of Parent’s and its date and each of the statement of income, retained earnings subsidiaries’ operations and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein indicated (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not and the absence of footnotes and subject to restatements filed with the SEC prior to the date of this Agreement). (c) Parent has established and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, required to be material disclosed in amount or effect)Parent’s periodic and current reports under the Exchange Act, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except is made known to Parent’s chief executive officer and its chief financial officer by others within those entities to allow timely decisions regarding required disclosures as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of required under the Exchange Act. (d) Parent and its subsidiaries have established 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) designed to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP. Parent, based on its most recent evaluation of Parent’s internal control over financial reporting prior to the date hereof, has not identified (i) any significant deficiencies and material weaknesses in the design or operation of Parent’s internal control over financial reporting which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (e) Parent is in compliance in all material respects with all current listing and corporate governance requirements of the NASDAQ Capital Market applicable to Parent.

SEC Documents. The Trust Company has filed all required reports, schedules, forms, reports statements 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 other documents required to be filed by with the Trust SEC since December March 31, 1994 under the Securities Act1999 (such documents, the Exchange Act together with all exhibits and the rules and regulations promulgated thereunder (schedules thereto, collectively referred to herein as the "Securities LawsCompany SEC Documents"). As of their respective dates, the Trust SEC Reports (i) the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and (ii) did not contain at the time they were filed, none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected by a subsequently filed Company SEC Document, provided that all such corrections were for immaterial errors or omissions. Each The consolidated financial statements of the balance sheets Company included in the Company SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the Trust included SEC with respect thereto, have been prepared in or incorporated accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by reference into Form 10-Q of the Trust SEC Reports SEC) applied on a consistent basis during the periods involved (including except as may be indicated in the related notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and schedules) present fairly presents the consolidated financial position of the Trust Company and its consolidated Subsidiaries as of its date the dates thereof and each the consolidated results of the statement of income, retained earnings their operations and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described therein, which would in the aggregate were not be material in amount or effectmaterial), in each case in accordance with generally accepted accounting principles consistently applied during except to the periods involvedextent corrected by a subsequently filed Company SEC Document, except as may be noted therein and exceptprovided, in the case that all of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 such corrections were for immaterial errors or 15(d) of the Exchange Actomissions.

SEC Documents. The Trust Partnership has made available to Sellers a true and complete copy of each of the Partnership SEC Documents and exhibits to each of the Partnership SEC Documents. The Partnership SEC Documents constitute each registration statement, prospectus (other than preliminary prospectuses), and other material report and schedule filed all required forms, reports and documents by the Partnership with the Securities and Exchange Commission ("SEC") SEC since December 31, 1994 2006 (collectively, other than any registration statement and related prospectus relating to any employee benefit plan) and include all the "Trust SEC Reports"), all of which were prepared in accordance with material reports and schedules (other than preliminary material) that the applicable requirements of the Exchange Act and the Securities Act. The Trust SEC Reports were filed Partnership was required to file with the SEC in a timely manner and constitute all forms, reports and documents required to be filed by the Trust since December 31, 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws")2006. As of their respective dates, the Trust Partnership SEC Reports (i) Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC thereunder applicable to such Partnership SEC Documents, and none of the Partnership SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each The financial statements of the balance sheets Partnership included in the Partnership SEC Documents were prepared from the books and records of the Trust included Partnership and its subsidiaries, complied as to form in or incorporated by reference into all material respects with the Trust SEC Reports (including the related notes published rules and schedules) fairly presents the financial position regulations of the Trust as of its date and each of the statement of incomeSEC with respect thereto, retained earnings and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case were prepared in accordance with generally accepted accounting principles consistently GAAP applied on a consistent basis during the periods involved, involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10Rule 10.01 of Regulation S-Q pursuant to Section 13 or 15(d) X of the Exchange ActSEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which is material) the consolidated financial position of the Partnership and its consolidated subsidiaries as of their respective dates and the consolidated results of operations, the consolidated statements of partners’ interests and the consolidated cash flows of the Partnership and its consolidated subsidiaries for the periods presented therein. Notwithstanding the foregoing statements, the Partnership and the Buyer make no representation or warranty and shall have no liability with respect to the information in, or exhibits to, any current report on Form 8 K of the Partnership that has been “furnished” rather than “filed” with the SEC.

SEC Documents. The Trust Company has 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 be filed by it under the Trust since Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the three years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials being collectively referred to herein as the "SEC Documents" and, together with the Schedules to this Agreement furnished by or on behalf of the Company, the Company's Registration Statement on Form S-3 (File No. 333-56601) declared effective by the Commission on August 13, 1998, and any press releases, copies of which are attached as Exhibit 2.1(k), issued by the Company subsequent to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 under 1997, the "Disclosure Materials") on a timely basis, or has received a valid extension of such time of filing. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act, Act and the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws"). As of their respective dates, the Trust SEC Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws Commission promulgated thereunder, and (ii) did not contain none of the SEC Documents, when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each The financial statements of the balance sheets Company included in the SEC Documents comply in all material respects with applicable accounting requirements and the published rules and regulations of the Trust included Commission with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved, except as may be otherwise indicated in such financial statements or incorporated by reference into the Trust SEC Reports (including the related notes thereto, and schedules) fairly presents present in all material respects the financial position of the Trust Company as of its date and each for the dates thereof and the results of the statement of income, retained earnings operations and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (then ended, subject, in the case of unaudited 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 adjustments. Since the periods involved, except as may be noted therein and except, date of the financial statements included in the case of the unaudited statements, as permitted by Company's last filed Annual Report on Form 10-Q pursuant to Section 13 K, there has been no event, occurrence or 15(d) development that has had a Material Adverse Effect which is not specifically disclosed in any of the Exchange ActDisclosure Materials.

SEC Documents. The Trust Parent has made available to the Company a true and complete copy of the following Parent documents: (i) its annual report on Form 10-K for the fiscal year ended June 30, 1996; (ii) its quarterly report on Form 10-Q for the fiscal quarter ended September 30, 1996; (iii) its current reports on Form 8-K dated (i) August 19, 1996, as amended, and (ii) January 15, 1997; (iv) the proxy statement dated December 27, 1996; and (v) each report, schedule, registration statement and definitive proxy filed all required forms, reports and documents by Parent with the U.S. Securities and Exchange Commission (the "SEC") since December 31June 30, 1994 1996 and publicly available prior to the Effective Date (collectively, the "Trust PARENT SEC ReportsDOCUMENTS"), which are 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 documents (other than preliminary material) that Parent was required to file with the SEC in a timely manner and constitute all forms, reports and documents required to be filed by the Trust since December 31, 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws")such date. As of their respective dates, the Trust Parent SEC Reports (i) Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act, or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. The consolidated financial statements of Parent and its subsidiaries included in the Parent SEC Documents complied as to form in all material respects with the published rules and regulations of the balance sheets of the Trust included SEC with respect thereto, were prepared in or incorporated by reference into the Trust SEC Reports (including the related notes and schedules) fairly presents the 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 Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for accordance with GAAP applied on a consistent basis during the periods set forth therein involved (subjectexcept as may be indicated in the notes thereto or, in the case of the unaudited Agreement and Plan of Merger - Page 24 statements, to normal yearas permitted by Rule 10-end audit adjustments which would not be material in amount or effect), in each case 01 of Regulation S-X of the SEC) and fairly present in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and exceptapplicable requirements of GAAP (subject, in the case of the unaudited statements, to normal recurring adjustments, none of which will be material) the consolidated financial position of Parent and its subsidiaries as permitted by Form 10-Q pursuant to Section 13 or 15(d) of their respective dates and the Exchange Actconsolidated results of operations and the consolidated cash flows of Parent and its subsidiaries for the periods presented therein.

SEC Documents. The Trust Eagle has made available to Buyer a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed all required forms, reports and documents by Eagle with the SEC (other than reports filed pursuant to Section 13(d) or 13(g) of the Securities and Exchange Commission Act of 1934, as amended (the "SECExchange Act") since December 31, 1994 the date Eagle has been required to file such documents (collectivelyas such documents have since the time of their filing been amended, the "Trust Eagle SEC ReportsDocuments"), which are all of which were prepared in accordance with the applicable requirements documents (other than preliminary material and reports required pursuant to Section 13(d) or 13(g) of the Exchange Act and the Securities Act. The Trust SEC Reports were filed ) that Eagle was required to file with the SEC in a timely manner and constitute all forms, reports and documents required to be filed by the Trust since December 31, 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws")such date. As of their respective datesdates of filing with the SEC, the Trust Eagle SEC Reports (i) Documents, including any Eagle SEC Documents filed after the date hereof until the Closing, complied or will comply, as to form the case may be, in all material respects with the applicable requirements of the Securities Laws Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and (ii) the rules and regulations of the SEC thereunder applicable to such Eagle SEC Documents, and did not not, or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each The financial statements of Eagle included and, to be included as the balance sheets of case may be, in the Trust included in or incorporated by reference into the Trust Eagle SEC Reports (including the related notes Documents complied and schedules) fairly presents the 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 Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flowswill comply, as the case may be, 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 Trust for the periods set forth therein (subjectSEC with respect thereto, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved, involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange ActSEC) and fairly present in all material respects the consolidated financial position of Eagle and the consolidated Eagle Subsidiaries as of the dates thereof and the consolidated results of operations, changes in stockholders' equity and cash flows of such companies for the periods then ended. All material agreements, contracts and other documents required to be filed as exhibits to any of the Eagle SEC Documents have been so filed or will be so filed prior to Closing.

SEC Documents. The Trust Seller is obligated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed all reports or other documents required formsto be filed under the Exchange Act. All SEC Documents filed by the Seller as of or for any period beginning on or after July 1, reports and documents with the Securities and Exchange Commission 2003, ("SEC"i) since December 31, 1994 (collectively, the "Trust SEC Reports"), all of which were prepared in all material respects 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 be filed by the Trust since December 31, 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws"). As of their respective dates, the Trust SEC Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each The Seller has previously delivered to the Purchaser a correct and complete copy of each report (including, without limitation, the most recent Proxy Statement) which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after June 30, 2005 (the “Recent Reports”) to the extent not available via ▇▇▇▇▇. None of the balance sheets of information about the Trust included in Seller or incorporated by reference into the Trust SEC Reports (including the related notes and schedules) fairly presents the financial position of the Trust as any of its date and each of Subsidiaries which has been disclosed to the statement of income, retained earnings and cash flows of the Trust included in Purchasers herein or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (subject, in the case course of unaudited statements, to normal year-end audit adjustments discussions and negotiations with respect hereto which would is 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 except, disclosed in the case of Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange ActPurchasers.

SEC Documents. The Trust Company has filed all required reports, schedules, forms, reports statements and other documents (including exhibits and all other information incorporated therein) with the Securities and Exchange Commission (the "SEC") since December 31January 1, 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 be filed by the Trust since December 31, 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder 2001 (the "Securities LawsCompany SEC Documents"). As Except to the extent that information contained in any Company SEC Documents has been revised or superseded by a subsequently filed Company SEC Document (but prior to the date hereof): (i) as of their respective dates, the Trust Company SEC Reports (i) Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act of 1933, as amended (the "Act") or the Securities Exchange Act of 1934, as amended (the "1934 Act"), as the case may be, and (ii) did not contain the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading; (ii) 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. Each ; and (iii) the financial statements of the balance sheets 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 published rules and regulations of the Trust included SEC with respect thereto, have been prepared in or incorporated accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by reference into Form 10-Q of the Trust SEC Reports SEC) applied on a consistent basis during the periods involved (including except as may be indicated in the related notes thereto) and schedules) fairly presents present in all material respects the consolidated financial position of the Trust Company and its consolidated subsidiaries as of its date the dates thereof and each the consolidated results of the statement of income, retained earnings their operations and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments which would not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Act.

SEC Documents. The Trust ▇▇▇▇▇▇ has made available to BT Financial a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed all required forms, reports and documents by ▇▇▇▇▇▇ with the Securities and SEC (other than reports filed pursuant to Section 13(d) or 13(g) of the Exchange Commission ("SEC"Act) since December 31, 1994 1993 (collectivelyas such documents have since the time of their filing been amended, the "Trust ▇▇▇▇▇▇ SEC ReportsDocuments"), which are all of which were prepared in accordance with the applicable requirements documents (other than preliminary material and reports required pursuant to Section 13(d) or 13(g) of the Exchange Act and the Securities Act. The Trust SEC Reports were filed ) that ▇▇▇▇▇▇ was required to file with the SEC in a timely manner and constitute all forms, reports and documents required to be filed by the Trust since December 31, 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws")that date. As of their respective datesdates of filing with the SEC, the Trust ▇▇▇▇▇▇ SEC Reports (i) Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act, or the Exchange Act, as the case may be, and (ii) the rules and regulations of the SEC thereunder applicable to such ▇▇▇▇▇▇ SEC Documents, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each The financial statements of ▇▇▇▇▇▇ included in the ▇▇▇▇▇▇ SEC Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the balance sheets of the Trust included in or incorporated by reference into the Trust SEC Reports (including the related notes and schedules) fairly presents the financial position of the Trust as of its date and each of the statement of incomewith respect thereto, retained earnings and cash flows of the Trust included in or incorporated by reference into the Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved, involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) QSB of the Exchange ActSEC) and fairly present in all material respects the consolidated financial position of ▇▇▇▇▇▇ and its consolidated Subsidiaries as at the dates thereof and the consolidated results of operations, changes in stockholders' equity and cash flows of such companies for the periods then ended. All material agreements, contracts and other documents required to be filed as exhibits to any of the ▇▇▇▇▇▇ SEC Documents have been so filed.