Common use of SEC Documents Clause in Contracts

SEC Documents. Parent and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement filed by Parent or Buyer with the SEC on or after January 1, 1994 (the "SEC Documents"), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective dates or, in the case of registration statements, their effective dates, none of the SEC Documents (including all exhibits and schedules thereto) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer included in the SEC Documents complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SEC) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent or Buyer, as the case may be, and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SEC.

SEC Documents. For the purposes of this Agreement, the "Parent and Buyer have furnished the CompanyReports" means each registration statement, WJR and DCR with a correct and complete copy of each report, schedule, and final registration proxy statement filed or information statement of Parent prepared by Parent or Buyer with the SEC on or after it since January 1, 1994 1995, in the form (the "SEC Documents"), which are all the documents (other than preliminary materialsincluding exhibits and any amendments thereto) that Parent and Buyer were required to file filed with the SEC on or after January 1, 1994SEC. As of their the respective dates or, in the case of registration statements, their effective dates, none the Parent Reports (i) complied as to form in all material respects with the applicable requirements of the SEC Documents Securities Act, the Exchange Act, and the rules and regulations thereunder and (including all exhibits and schedules theretoii) contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents the consolidated financial position of Parent and its Subsidiaries as of its date, and the SEC Documents complied when filed in all material respects with the then applicable requirements each of the Securities Act consolidated statements of income, retained earnings and cash flows included in or incorporated by reference into the Exchange ActParent Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer included in the SEC Documents complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during its Subsidiaries for the periods involved (except as may have been indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SEC) and fairly present set forth therein (subject, in the case of the unaudited statements, to normal year-end audit adjustments) adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the consolidated financial position periods involved, except as may be noted therein. Neither Parent nor any of its Subsidiaries has any liabilities or obligations required to be disclosed in a balance sheet of Parent or Buyerin the notes thereto prepared in accordance with generally accepted accounting principles consistently applied except (a) liabilities or obligations reflected on, as or reserved against in, a balance sheet of Parent or in the case may benotes thereto, and their consolidated subsidiaries as at included in the dates thereof Parent Reports and (b) liabilities or obligations incurred since March 31, 1997 in the consolidated results ordinary course of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECbusiness.

SEC Documents. Parent and Buyer have furnished Seller has delivered (incorporated by reference to the CompanySeller's filings as reported on the SEC's web site) to Purchaser each registration statement, WJR and DCR with a correct and complete copy of each report, scheduleproxy statement or information statement prepared and filed with the Securities and Exchange Commission by it since June 30, 2003, including, without limitation, its Annual Report on Form 10-KSB for the year ended June 30, 2003, each in the form (including exhibits and final registration statement any amendments thereto) filed by Parent or Buyer with the SEC on or after January 1(collectively, 1994 (the "SEC DocumentsSeller Reports"), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective dates or, in the case of registration statements, their effective dates, none the Seller Reports (i) complied as to form in all material respects with the applicable requirements of the SEC Documents Securities Act, the Securities Exchange Act of 1934, as amended (including all exhibits the "Exchange Act"), and schedules theretothe rules and regulations thereunder and (ii) contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Seller Reports (including the related notes and schedules) fairly presents, and the SEC Documents complied when filed in all material respects respects, the consolidated financial position of Seller and its Subsidiaries as of its date, and each of the consolidated statements of income, retained earnings and cash flows included in or incorporated by reference into the Seller Reports (together with the then applicable requirements related notes and schedules) fairly presents, in all material respects, the results of the Securities Act operations, retained earnings or the Exchange Actcash flows, as the case may be, of Seller and its Subsidiaries for the rules periods set forth therein (subject to the lack of footnote disclosure and regulations promulgated by 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 SEC thereunderperiods involved, except as may be noted therein. The financial statements of Parent Except as and Buyer included to the extent set forth in the SEC Documents complied as to form in consolidated balance sheet of Seller and its Subsidiaries at June 30, 2003, including all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect notes thereto, were or as set forth in the Seller Reports, neither Seller nor any of its Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Seller or in the notes thereto, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (consistently applied, except as may have been indicated liabilities arising in the notes thereto or, in the case ordinary course of the unaudited statements, as permitted by Form 10-Q promulgated by the SEC) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent or Buyer, as the case may be, and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file business since such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECdate.

SEC Documents. Parent Company has timely filed all required reports, schedules, forms, statements and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement filed by Parent or Buyer other documents with the SEC on or after January 1, 1994 Securities and Exchange Commission (the "“SEC”) since December 31, 2005 (the “SEC Documents"”), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective dates ordates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of registration statementsthe SEC promulgated thereunder, their effective datesand, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the SEC Documents (including all exhibits and schedules thereto) contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The Company’s financial statements of Parent and Buyer included in the SEC Documents complied comply as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SEC) and fairly present the consolidated financial position of Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operation and cashflows for the periods then ending in accordance with GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent or Buyer, as the case may be, and their consolidated subsidiaries as at the dates thereof adjustments and the consolidated results absence of their operations and cash flows for the periods then endedfootnotes). Parent and Buyer have filed all documents and agreements which were required to be filed Except as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be disclosed in financial statements included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of in the SEC Documents, if Parent neither Company nor any of its subsidiaries has any liabilities or Buyer were obligations of any nature (whether accrued, absolute, contingent or otherwise) required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required by GAAP to be filed pursuant set forth on a consolidated balance sheet of Company and its consolidated subsidiaries or in the notes thereto and which would reasonably be expected to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SEChave a Material Adverse Effect.

SEC Documents. Parent The Company has filed all required forms, reports and Buyer have furnished documents with the Commission since the Company's initial public offering in November 1995 (collectively, WJR and DCR with a correct and complete copy the "Company SEC Reports"), all of each report, schedule, and final registration statement filed by Parent or Buyer which were prepared in accordance with the SEC on or after January 1applicable requirements of the Exchange Act, 1994 the Securities Act and the rules and regulations promulgated thereunder (the "SEC DocumentsSecurities Laws"). All required Company SEC Reports have been filed with the Commission and constitute all forms, which are all the reports and documents (other than preliminary materials) that Parent and Buyer were required to file with be filed by the SEC on or after January 1, 1994Company under the Securities Laws since the Company's initial public offering in November 1995. As of their respective dates or, in the case of registration statements, their effective dates, none the Company SEC Reports (i) complied as to form in all material respects with the applicable requirements of the SEC Documents Securities Laws and (including all exhibits and schedules theretoii) contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, . Each of the consolidated balance sheets of the Company included in or incorporated by reference into the Company SEC Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Company and the SEC Documents complied when filed in all material respects with the then applicable requirements Company Subsidiaries as of its date and each of the Securities Act consolidated statements of income, retained earnings and cash flows of the Company included in or incorporated by reference into the Exchange ActCompany SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Company and the rules and regulations promulgated by Company Subsidiaries for the SEC thereunder. The financial statements of Parent and Buyer included periods set forth therein (subject, in the SEC Documents complied as case of unaudited statements, to form normal year-end audit adjustments which would not be material in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect theretoamount or effect), were prepared in each case in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved (involved, except as may have been indicated in the notes thereto orbe noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SECpursuant to Section 13 or 15(d) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent or Buyer, as the case may be, and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then endedExchange Act. Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SEC.5.8

SEC Documents. Parent EVA has timely filed with the United States Securities and Buyer have furnished Exchange Commission (the Company“SEC”) all forms, WJR and DCR with a correct and complete copy of each reportregistration statements, schedulereports, schedules, and final registration statement statements required to be filed by Parent it under the Exchange Act or Buyer with the SEC Securities Act (all such documents filed on or after January 1prior to the Closing Date, 1994 collectively, the “EVA SEC Documents”). The EVA SEC Documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (the "SEC Documents"“EVA Financial Statements”), which are all at the documents time filed (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective dates or, in the case of registration statements, their effective dates, none solely on the date of effectiveness) (except to the extent corrected by a subsequently filed EVA SEC Documents Document filed prior to the Closing Date) (including all exhibits and schedules theretoa) contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading and the SEC Documents (b) complied when filed in all material respects with the then applicable requirements of the Exchange Act and the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer included in the SEC Documents complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, EVA Financial Statements were prepared in accordance with generally accepted accounting principles GAAP, applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form Rule 10-Q promulgated by the SEC01 of Regulation S-X) and fairly present (subject, subject in the case of the unaudited statementsstatements to normal, to normal recurring and year-end audit adjustments) in all material respects the consolidated financial position of Parent or Buyer, EVA as the case may be, and their consolidated subsidiaries as at of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended. Parent Ernst & Young LLP is an independent registered public accounting firm with respect to EVA and Buyer have filed all documents and agreements which were required to be filed has not resigned or been dismissed as exhibits to the SEC Documents. SCHEDULE III sets forth independent registered public accountants of EVA as a correct and complete list result of all documents or agreementsin connection with any disagreement with EVA on any matter of accounting principles or practices, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent financial statement disclosure or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECauditing scope or procedures.

SEC Documents. Parent and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement Financial Statements; No Adverse Change. The Company has filed all reports required to be filed by Parent it under the Exchange Act, including pursuant to Section 13(a) or Buyer with 15(d) thereof, for the SEC on or after January 1, 1994 three years preceding the date hereof (the foregoing materials being collectively referred to herein as the "SEC Documents"), which are all ) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994expiration of any such extension. As of their respective dates or, in the case of registration statements, their effective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Documents (including all exhibits and schedules thereto) Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light therein not misleading. All material agreements to which the Company is a party or to which the property or assets of the circumstances under which they were made, not misleading, and Company are subject have been filed as exhibits to the SEC Documents complied when filed as required; neither the Company nor any of the Subsidiaries is in breach of any agreement where such breach would reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. The financial statements of the Company included in the SEC Documents comply in all material respects with the then applicable accounting requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by of the SEC thereunderCommission with respect thereto as in effect at the time of filing. The Such financial statements of Parent and Buyer included in the SEC Documents complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (involved, except as may have been indicated be otherwise specified in such financial statements or the notes thereto orthereto, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SEC) and fairly present (in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of the unaudited statements, to normal year-end audit adjustments) . Since the consolidated date of the financial position of Parent or Buyer, as statements included in the case may be, and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have Company's last filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Quarterly Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K Q for the period ended on September 30, 1998, there has been no event, occurrence or development that has had, or would reasonably be expected to have, a Material Adverse Effect which has not been specifically disclosed to the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated Purchasers by the SECCompany. The Company last filed audited financial statements with the Commission on October 13, 1998, and has not received any comments from the Commission in respect thereof.

SEC Documents. The Parent and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement has filed by Parent or Buyer with the SEC on or after January 1all reports, 1994 ------------- schedules, forms, statements and other documents required pursuant to the Securities Act and the Exchange Act since November 17, 1997 (the "SEC Documents")collectively, which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective dates or, in the each case of registration statements, their effective dates, none of the SEC Documents (including all exhibits and schedules theretothereto and documents incorporated by reference therein, the "Parent SEC Documents"). As of their --------------------- respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The consolidated financial statements of the Parent and Buyer included in the all Parent SEC Documents complied filed since November 17, 1997 (the "Parent SEC Financial -------------------- Statements") comply as to form in all material respects with the then applicable ---------- accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC), applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SECthereto) and fairly present in accordance with generally accepted accounting principles the consolidated financial position of the Parent (and its Subsidiaries) as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of the unaudited quarterly statements, to normal year-end audit adjustments) ). The audited consolidated balance sheet of the consolidated financial position Parent as of Parent or BuyerDecember 31, 1998 is referred to herein as the case may be, and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. "Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECBalance Sheet."

SEC Documents. Parent Rush has provided to Seller and Buyer have furnished Shareholder copies of its Annual Report on Form 10-K for the Companyyear ended December 31, WJR 1998, its Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999 and DCR June 30, 1999, its proxy statement with a correct and complete copy respect to the Annual Meeting of each reportStockholders held on May 18, schedule1999, and final registration statement its Amendment No. 2 to Form S-1 Registration Statement and Prospectus to Form S-1 filed by Parent or Buyer with the SEC on or after January 1, 1994 Form 424(b)(4) (such documents collectively referred to herein as the "SEC Documents"), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective dates or, in the case of registration statements, their effective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (including all exhibits and schedules thereto) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The consolidated financial statements of Parent and Buyer Rush included in the SEC Documents complied comply as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SECthereto) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent or Buyer, Rush and its consolidated Subsidiaries as the case may be, and their consolidated subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (except in the case of interim period financial information for normal year-end adjustments). Parent All material agreements, contracts and Buyer have filed all other documents and agreements which were required to be filed as exhibits to the SEC DocumentsDocuments have been so filed. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be The consolidated balance sheet included as exhibits to an Annual in Rush's Quarterly Report on Form 10-K and which have not heretofore been filed Q for the quarter ended June 30, 1999 reflects, as an exhibit to any of the SEC Documentsdate thereof, if Parent all liabilities, debts and obligations of any nature, kind or Buyer were required manner of Rush and its subsidiaries, whether direct, accrued, absolute, contingent or otherwise, and whether due or to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which become due that are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECreflected on such balance sheet under generally accepted accounting principles consistently applied.

SEC Documents. Parent Financial Statements; Undisclosed Liabilities. EQR and Buyer ERP Operating Partnership have furnished the Companyfiled all required reports, WJR schedules, forms, statements and DCR with a correct and complete copy of each report, schedule, and final registration statement filed by Parent or Buyer other documents with the SEC on or after January 1since August 18, 1994 1993 through the date hereof (the "EQR SEC Documents"). Schedule 3.6 of the EQR Disclosure Letter contains a complete list of all EQR SEC Documents filed by EQR under the Exchange Act since January 1, which are all 1997 and on or prior to the documents date of this Agreement. All of the EQR SEC Documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1material), 1994. As as of their respective dates orfiling dates, complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act and, in each case, the case of registration statements, their effective dates, none rules and regulations promulgated thereunder applicable to such EQR SEC Documents. None of the EQR SEC Documents (including all exhibits and schedules thereto) at the time of filing contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and except to the extent such statements have been modified or superseded by later EQR SEC Documents complied when filed in all material respects with and publicly available prior to the then applicable requirements date of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunderthis Agreement. The consolidated financial statements of Parent EQR and Buyer the EQR Subsidiaries included in the EQR SEC Documents complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SECthereto) and fairly present presented, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of EQR and the EQR Subsidiaries, taken as a whole, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments). Except for liabilities and obligations set forth in the EQR SEC Documents or in Schedule 3.6 to the EQR Disclosure Letter, neither EQR nor any EQR Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) the consolidated financial position of Parent or Buyer, as the case may be, and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were required by GAAP to be filed as exhibits to set forth on a consolidated balance sheet of EQR or in the SEC Documents. SCHEDULE III sets forth a correct notes thereto and complete list of all documents which, individually or agreementsin the aggregate, if any, which would be included as exhibits to have an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECEQR Material Adverse Effect.

SEC Documents. Parent The Company has filed with the Securities and Buyer have furnished Exchange Commission (the Company“SEC”) all reports, WJR statements, schedules and DCR with a correct and complete copy of each reportother documents (collectively, schedule, and final registration statement the “SEC Documents”) required to be filed by Parent or Buyer with it pursuant to the SEC on or after January 1, 1994 Securities Act and the Securities Exchange Act of 1934 (the "SEC Documents"“Exchange Act”), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective dates ordates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of registration statementsthe SEC promulgated thereunder, their effective dates, and none of the SEC Documents (including all exhibits and schedules thereto) Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Except (i) as may be indicated in the notes to the Financial Statements or (ii) in the case of the unaudited interim statements, were as permitted by Form 10-QSB under the Exchange Act, the Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SEC) and fairly present (subject, in all material respects the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent or Buyer, as the case may be, Company and their consolidated its subsidiaries as at of the dates thereof and the consolidated results of their its operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal recurring year-end adjustments and footnotes). Parent and Buyer have Except as set forth in the Financial Statements filed all documents and agreements which were required to be filed as exhibits with the SEC prior to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreementsdate hereof, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to neither the Company nor any of its subsidiaries has any liabilities, whether absolute, contingent or otherwise, other than (i) liabilities incurred in the SEC Documents, if Parent or Buyer were required ordinary course of business subsequent to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement such Financial Statements, (ii) obligations under contracts and long-term debt agreements commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such Financial Statements, which liabilities and obligations referred to in clauses (i) and (ii), individually or in the aggregate, are not required material to be filed pursuant to Item 601(b)(4)(iii)(Athe financial condition or operating results of the Company or any of its subsidiaries and (iii) of Regulation S-K promulgated by liabilities and obligations incurred in connection with the SECClosing Documents and the transactions contemplated thereby.

SEC Documents. Parent Since April 23, 1997, Buyer has timely filed with the SEC all forms, reports and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement documents required to be filed by Parent Buyer since April 23, 1997 under the Securities Laws, including, without limitation, (i) all Annual Reports on form 10-K, (ii) all Quarterly Reports on form 10-Q, (iii) all proxy statements relating to meetings of stockholders (whether annual or Buyer special), (iv) all Current Reports on form 8-K, (v) the Buyer's Registration Statement on Form S-11 as filed with the SEC on or after January 1July 30, 1994 1997 and (vi) all other reports, schedules, registration statements and other documents, each as amended (collectively, the "Buyer SEC DocumentsReports"), ) all of which are were prepared in compliance in all the documents (other than preliminary materials) that Parent and Buyer were required to file material respects with the SEC on or after January 1, 1994applicable requirements of the Exchange Act and the Securities Act. As of their respective dates or, in the case of registration statements, their effective dates, none the Buyer SEC Reports (i) complied as to form in all material respects with the applicable requirements of the SEC Documents Securities Laws and (including all exhibits and schedules theretoii) contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, . Each of the consolidated balance sheets of Buyer included in or incorporated by reference into the Buyer SEC Reports (including the related notes and schedules) fairly presents the consolidated financial position of Buyer and the SEC Documents complied when filed in all material respects with the then applicable requirements Buyer Subsidiaries as of its date and each of the Securities Act consolidated statements of income, cash flows and shareholders' equity included in or incorporated by reference into the Exchange ActBuyer SEC Reports (including any related notes and schedules) fairly presents the results of income, cash flows and shareholders' equity, as the case may be, of Buyer and the rules and regulations promulgated by Buyer Subsidiaries for the SEC thereunder. The financial statements of Parent and Buyer included periods set forth therein (subject, in the SEC Documents complied as case of unaudited statements, to form normal year-end audit adjustments which would not be material in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect theretoamount or effect), were prepared in each case in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved (involved, except as may have been indicated in the notes thereto orbe noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SECpursuant to Section 13 or 15(d) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent or Buyer, as the case may be, and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECExchange Act.

SEC Documents. Parent and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement Gart has timely filed by Parent or Buyer with the SEC each ------------- report, proxy statement or information statement required to be filed by Gart for all periods ending on or after January 1December 31, 1994 1999 (collectively, the "SEC DocumentsGart Reports"), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective dates or, in the case of registration statements, their effective dates, none the Gart Reports (i) were prepared in all material respects in accordance with the applicable requirements of the SEC Documents Securities Act or the Exchange Act, as applicable, and the respective rules and regulations thereunder and (including all exhibits and schedules theretoii) contained did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing did not) contain any untrue statement of a material fact or omitted 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. None of Gart's subsidiaries is required to file any forms, and the SEC Documents complied when filed in all material respects reports or other documents with the then applicable requirements SEC. Each of the Securities Act consolidated balance sheets of Gart and its subsidiaries included in or incorporated by reference into the Exchange ActGart Reports (including the related notes and schedules) fairly presents the consolidated financial position of Gart and its subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its subsidiaries for the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer included periods set forth therein (subject to, in the SEC Documents complied as to form case of unaudited statements, normal year-end audit adjustments that would not be material in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect theretoamount or effect), were prepared in each case in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved ("GAAP"), except as may have been indicated be noted therein. There are no liabilities of Gart or any of its subsidiaries of any kind whatsoever that would be required by GAAP to be reflected on a consolidated balance sheet of Gart (including the notes thereto), other than: (x) liabilities incurred since January 29, 2000 in the notes thereto or, ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SEC) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent or Buyer, as the case may be, and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have Gart Reports filed all documents and agreements which were required to be filed as exhibits prior to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents date hereof or agreements, if any, which would be included as exhibits reserved against on Gart's most recent balance sheet delivered to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit the Company prior to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SEChereof.

SEC Documents. Parent CSI has filed all reports, schedules, forms, statements and Buyer have furnished other documents required to be filed by it with the Company, WJR Securities and DCR with a correct Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933 (the “Securities Act”) and complete copy the Securities Exchange Act of each report, schedule1934 (the “Exchange Act”) (the “SEC Documents”), and final during the 12 calendar months prior to the date hereof all such SEC Documents have been filed in a timely manner. CSI is currently eligible to use Form S-3 for stockholder registration statement filed by Parent or Buyer statements under the Securities Act. The SEC Documents have complied in all material respects with the SEC on requirements of the Securities Act or after January 1the Exchange Act, 1994 (as the "case may be, and the rules and regulations of the Commission promulgated thereunder applicable to the SEC Documents"), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective dates or, in the case of registration statements, their effective dates, none of the SEC Documents (including all exhibits and schedules thereto) Documents, at the time they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, and to the SEC Documents complied when filed in all material respects with best of CSI’s knowledge during those respective dates, the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer CSI included in the SEC Documents complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were . Such financial statements have been prepared in accordance with accounting principles generally accepted accounting principles applied on a consistent basis in the United States as in effect from time to time (“GAAP”), consistently applied, during the periods involved (except (a) as may have been be otherwise indicated in such financial statements or the notes thereto orthereto, or (b) in the case of the unaudited interim statements, as permitted by Form 10-Q promulgated by to the SECextent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial condition of CSI as of the respective dates thereof and the results of its operations and cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent or Buyer, ). Except as the case may be, and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to set forth in the SEC Documents, CSI has not received notification from the Commission, the American Stock Exchange and/or any federal or state securities bureaus that any investigation (informal or formal), inquiry or claim is pending, threatened or in process against CSI and/or relating to any of CSI’s securities. SCHEDULE III sets forth a correct A comment letter was received from the Securities and complete list of all documents or agreementsExchange Commission relating to the Company’s December 31, if any, which would be included as exhibits to an Annual Report 2006 filing on Form 10-K and to which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECCompany is currently responding.

SEC Documents. Parent and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement Enron has filed by Parent or Buyer with the SEC on or after all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 1994 (the "SEC Documents"1999 pursuant to Sections 13(a), which are all 14(a) and 15(d) of the documents Exchange Act, and has made available (in paper form or via the internet) to Dynegy each registration statement, report, proxy statement or information statement (other than preliminary materials) that Parent it has so filed, each in the form (including exhibits and Buyer were required to file any amendments thereto) filed with the SEC (collectively, the "Enron Reports") and has included in the Enron Disclosure Letter a draft of its Quarterly Report on or after January 1Form 10-Q for the quarter ended September 30, 19942001 (the "Draft Third Quarter Report"). As of their its respective dates ordate, each Enron Report (i) complied in all material respects in accordance with the case of registration statements, their effective dates, none applicable requirements of the SEC Documents Exchange Act and the rules and regulations thereunder and (including all exhibits and schedules theretoii) contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and except for such statements, if any, as have been modified by subsequent filings with the SEC Documents complied when filed prior to the date hereof. Each of the consolidated balance sheets included in or incorporated by reference into the Enron Reports (including the related notes and schedules) fairly presents in all material respects with the then applicable requirements consolidated financial position of Enron and its consolidated Subsidiaries as of its date, and each of the Securities Act consolidated statements of operations, cash flows and changes in shareholders' equity included in or incorporated by reference into the Exchange ActEnron Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in shareholders' equity, as the case may be, of Enron and its consolidated Subsidiaries for the rules and regulations promulgated 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 thereunderand (y) normal year-end audit adjustments which will not be material), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. The financial statements draft consolidated balance sheet of Parent Enron and Buyer its consolidated Subsidiaries as of September 30, 2001 (the "September 30, 2001 Balance Sheet") included in the SEC Documents complied as to form Draft Third Quarter Report (including the related notes and schedules) fairly presents in all material respects with the then applicable accounting requirements consolidated financial position of Enron and its consolidated Subsidiaries as of that date, and the published rules consolidated statements of operations, cash flows and regulations 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 of the SEC SEC, (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 respect theretogenerally accepted accounting principles consistently applied during the periods involved, were 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 applied on a consistent basis during consistently applied, other than liabilities or obligations that were incurred in the periods involved (except as may 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 indicated taken other than reserves or adjustments which do not and are not reasonably likely to have, individually or in the notes thereto oraggregate, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SEC) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent or Buyer, as the case may be, and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECEnron Material Adverse Effect.

SEC Documents. Parent Buyer has filed all required reports, schedules, forms, statements and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement filed by Parent or Buyer other documents with the SEC on or after January 1, 1994 Securities and Exchange Commission (the "SEC") since April 1, 1996 (together with later filed documents that revise or supersede earlier filed documents, the "Buyer SEC Documents"), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective dates ordates, the Buyer SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case of registration statementsmay be, their effective dates, none and the rules and regulations of the SEC promulgated thereunder applicable to such Buyer SEC Documents. None of the Buyer SEC Documents (including all exhibits and schedules thereto) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer included in the Buyer SEC Documents complied as of their respective dates of filing with the SEC as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the Exchange Act) applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto orthereto), in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SEC) and fairly present the financial position of Buyer as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments) ). Except as set forth in the consolidated financial position of Parent or Buyer, as the case may be, and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent and except for liabilities and obligations incurred in the ordinary course of business consistent with past practice, Buyer has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by generally accepted accounting principles to be set forth in a balance sheet of Buyer were required to file such Form 10-K for or in the period ended notes thereto which, individually or in the aggregate, would have a material adverse effect on the date immediately preceding the date business or results of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) operations of Regulation S-K promulgated by the SECBuyer.

SEC Documents. Parent Undisclosed Liabilities. IXnet and, to the extent applicable, its subsidiaries have filed all required reports, schedules, forms, statements and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement filed by Parent or Buyer other documents with the SEC on or after January since October 1, 1994 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, to the extent applicable, its subsidiaries with the SEC since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet SEC Documents"), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective dates ordates, the IXnet SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of registration statementsthe SEC promulgated thereunder applicable to such IXnet SEC Documents, their effective dates, and none of the IXnet SEC Documents (including any and all exhibits and schedules theretofinancial statements included therein) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and . The consolidated financial statements (including the related notes) of IXnet included in all IXnet SEC Documents complied when filed in all material respects with since October 1, 1998 (the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the "IXnet SEC thereunder. The financial statements of Parent and Buyer included in the SEC Documents complied Financial Statements") comply as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SECthereto) and fairly present the consolidated financial position of IXnet and its consolidated 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 the unaudited quarterly statements, to normal year-end audit adjustmentsadjustments that have not been and are not expected to be material in amount). Except as set forth in Schedule 3.01(e), at the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Parent or Buyer, as the case may be, IXnet and their its consolidated subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent ended (subject to normal year-end adjustments that have not been and Buyer have filed all documents and agreements which were required are not expected to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct material in amount) and complete list of (ii) all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K financial data so supplied for such periods is true and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECaccurate in all material respects.

SEC Documents. Parent and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement PEC has filed by Parent or Buyer all required documents with the SEC on or after since January 1, 1994 1998 (the "PEC SEC Documents"), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective dates ordates, the PEC SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case of registration statementsmay be, their effective dates, and none of the PEC SEC Documents (including all exhibits and schedules thereto) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The consolidated financial statements of Parent and Buyer PEC included in the PEC SEC Documents complied comply as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto orexcept, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent or Buyer, PEC and its consolidated Subsidiaries as the case may be, and their consolidated subsidiaries as at of the dates thereof and the consolidated results of their operations and statements of cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Parent and Buyer have filed all documents and agreements There is no liability or obligation of any kind, whether accrued, absolute, fixed or contingent, of PEC or any Subsidiary of PEC which were is required by generally accepted accounting principles to be filed reflected or reserved against or otherwise disclosed in the most recent financial statements of PEC included in the PEC SEC Documents which is not so reflected or reserved against that individually or in the aggregate would have a Material Adverse Effect on PEC. For purposes of this Agreement, "PEC Balance Sheet" means the consolidated balance sheet as exhibits to the SEC Documents. SCHEDULE III sets of September 30, 2000, set forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual in PEC's Quarterly Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K Q for the period quarter ended on the date immediately preceding the date of this Agreement September 30, 2000, and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SEC"PEC Balance Sheet Date" means September 30, 2000.

SEC Documents. Parent and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement The Company has filed all reports required to be filed by Parent it under the Exchange Act, including pursuant to Section 13(a) or Buyer with 15(d) thereof, for the SEC on two years preceding the date hereof (or after January 1such shorter period as the Company was required by law to file such material) (the foregoing materials, 1994 (which are specified in Schedule 3.1(l) annexed hereto, being collectively referred to herein as the "SEC Documents")) on a timely basis, which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994has received a valid extension of such time of filing. As of their respective dates or, in the case of registration statements, their effective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Documents (including all exhibits and schedules thereto) Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer the Company included in the SEC Documents complied comply as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were . Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (involved, except as may have been be otherwise indicated in such financial statements or the notes thereto orthereto, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SEC) and fairly present (in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of the unaudited statements, to normal year-end audit adjustments) . Since the consolidated date of the financial position of Parent or Buyer, as statements included in the case may be, and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have Company's last filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Quarterly Report on Form 10-K and Q, there has been no event, occurrence or development that has had a Material Adverse Effect which have is not heretofore been filed as an exhibit to specifically disclosed in any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECDisclosure Materials.

SEC Documents. Parent and Buyer have furnished The Company hereby makes reference to the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement following documents filed by Parent or Buyer the Company with the SEC on or after January 1, 1994 (the "SEC Documents")Commission, which are all available for review on the documents Commission’s website, xxx.xxx.xxx: (other than preliminary materialscollectively, the “SEC Documents”): (a) that Parent Annual Report on Form 10-K for the fiscal year ended December 31, 2007; (b) and Buyer were required to file with Quarterly Reports on Form 10-Q for the SEC on or after January 1periods ended March 31, 1994June 30 and September 30, 2008; and any amendments thereto. As of their respective dates or, in the case of registration statements, their effective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder and none of the SEC Documents (including all exhibits and schedules thereto) contained any an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer the Company included in the SEC Documents complied comply as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were 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 the applicable form under the Exchange Act) applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SECthereto) and fairly present the financial position of the Company as of the dates thereof and its consolidated statements of operations, stockholders’ equity and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal and recurring year-end audit adjustments) adjustments which were and are not expected to have a material adverse effect on the consolidated Company, its business, financial position of Parent condition or Buyer, as the case may be, and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations operations). Except as and cash flows for to the periods then ended. Parent extent set forth on the balance sheet of the Company as of September 30, 2008, including the notes thereto, the Company has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise and Buyer have filed all documents and agreements which were whether required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth reflected on a correct and complete list of all documents balance sheet or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECnot).

SEC Documents. Parent and Buyer have furnished INDI hereby makes reference to the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement following ------------- documents filed by Parent or Buyer with the SEC on or after January 1, 1994 United States Securities and Exchange Commission (the "SEC DocumentsSEC"), which are as posted on the SEC's website, wxx.xxx.xxx: (collectively, the "SEC ----------- Documents"): (a) Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001; (b) General Form For Registration of Securities Of Small Business Issuers on Form 10-SB12G as filed on December 4, 2000, and all amendments thereto; and (c) Quarterly Reports on Form 10-QSB for the periods ended March 31, 2001, June 30, 2001, September 30, 2001, March 31, 2002, June 30, 2002 and September 30, 2002, and all amendments thereto. The SEC Documents constitute all of the documents (other than preliminary materials) and reports that Parent and Buyer were INDI was required to file with the SEC pursuant to the Securities Exchange Act of 1934 ("Exchange Act") and the rules and regulations promulgated thereunder by the SEC since the effectiveness of INDI's Form 10-SB12G filed on or after January 1December 4, 19942000. As of their respective dates or, in the case of registration statements, their effective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and none of the SEC Documents (including all exhibits and schedules thereto) contained any an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer INDI included in the SEC Documents complied comply as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles in the United States (except, in the case of unaudited statements, as permitted by the applicable form under the Exchange Act) applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SECthereto) and fairly present the financial position of INDI as of the dates thereof and its statements of operations, stockholders' equity and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal and recurring year-end audit adjustments) adjustments which were and are not expected to have a material adverse effect on INDI, its business, financial condition or results of operations). Except as and to the extent set forth on the consolidated financial position balance sheet of Parent INDI as of September 30, 2002, including the notes thereto, INDI has no liability or Buyerobligation of any nature (whether accrued, as the case may beabsolute, contingent or otherwise and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were whether required to be filed as exhibits reflected on a balance sheet or not), except for liabilities and obligations incurred in the ordinary course of business consistent with past practices since September 30, 2002 which in the aggregate could not reasonably be expected to the SEC Documents. SCHEDULE III sets forth have a correct and complete list material adverse effect on INDI, its business, financial condition or results of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECoperations.

SEC Documents. Parent Except as disclosed in Schedule 3.6, since December 31, 1995, the Company has timely filed all reports, schedules, forms, statements and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement other documents required to be filed by Parent or Buyer it with the SEC on or pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed after January 1December 31, 1994 (1995 and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being referred to herein as the "SEC Documents"). The Company has delivered to each Purchaser true and complete copies of the Furnished SEC Documents, which are all the documents (other than preliminary materials) that Parent except for exhibits, schedules and Buyer were required to file with the SEC on or after January 1, 1994incorporated documents. As of their respective dates or, in the case of registration statements, their effective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (including all exhibits and schedules thereto) Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and . None of the statements made in any such SEC Documents which is required to be updated or amended under applicable law has not been so updated or amended. The financial statements of the Company included in the SEC Documents complied when filed have been prepared in all material respects accordance with the then applicable requirements of the Securities Act or the Exchange ActU.S. generally accepted accounting principles, as the case may beconsistently applied, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer included in the SEC Documents complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may have been be otherwise indicated in such financial statements or the notes thereto orthereto, or (ii) in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SEC) and fairly present (subject, in the case of the unaudited interim statements, to normal year-end audit adjustmentsthe extent they do not include footnotes or are condensed or summary statements) and present accurately and completely the consolidated financial position of Parent or Buyer, as the case may be, Company and their its consolidated subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal, immaterial year-end audit adjustments). Parent Except as set forth in a manner clearly evident to a sophisticated institutional investor in the financial statements or the notes thereto of the Company included in the SEC Documents or in the Company's Current Report on Form 8-K as filed with the SEC on August 13, 1997, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such financial statements and Buyer have filed all documents (ii) obligations under contracts and agreements which were commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be filed as exhibits reflected in such financial statements, in each case of clause (i) and (ii) next above which, individually or in the aggregate, are not material to the financial condition, business, operations, properties, operating results or prospects of the Company and its subsidiaries. To the extent required by the rules of the SEC Documents. SCHEDULE III sets forth applicable thereto, the SEC Documents contain a correct complete and complete accurate list of all documents material undischarged written or oral contracts, agreements, if any, leases or other instruments to which would be included as exhibits the Company or any subsidiary is a party or by which the Company or any subsidiary is bound or to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documentsproperties or assets of the Company or any subsidiary is subject (each a "Contract"). Except as set forth in Schedule 3.6, if Parent none of the Company, its subsidiaries or, to the best knowledge of the Company, any of the other parties thereto, is in breach or Buyer were required to file such Form 10-K for violation of any Contract, which breach or violation would have a Material Adverse Effect. No event, occurrence or condition exists which, with the period ended on lapse of time, the date immediately preceding the date giving of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated notice, or both, would become a default by the SECCompany or its subsidiaries thereunder which would have a Material Adverse Effect.

SEC Documents. Parent has filed all reports, schedules, forms, statements and Buyer have furnished other documents required by the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement Parent to be filed by Parent or Buyer with the SEC on or after January 1since October 27, 1994 2010 (the "“SEC Documents"”), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective dates orits date, each SEC Document complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case of registration statementsmay be, their effective datesand the rules, none policy statements and regulations of the SEC Documents (including all exhibits promulgated thereunder applicable to such SEC Documents, and schedules thereto) contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (other than in the case of registration statements of Parent filed under the Securities Act, in light of the circumstances under which they were made, ) not misleading, except to the extent that such SEC Documents have been modified or superseded by a later filed SEC Document. The consolidated financial statements of Parent included in Parent’s Registration Statement on Form S-1 (File No. 333-168831), as amended, for the fiscal years ended December 31, 2008 and December 31, 2009 and the SEC Documents nine-months ended September 30, 2010, complied when at the time they were filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer included in the SEC Documents complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SECthereto) and each fairly present (subject, presented in the case of the unaudited statements, to normal year-end audit adjustments) all material respects the consolidated financial position of Parent or Buyer, as the case may be, and their consolidated subsidiaries as at of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to Except for liabilities incurred in connection with the SEC Documents. SCHEDULE III sets forth a correct and complete list transactions contemplated by this Agreement or in the ordinary course of all documents or agreements, if any, which would be business since the date of the most recent balance sheet included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of in the SEC Documents, if neither Parent nor any Subsidiary of Parent has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Parent or Buyer were required to file such Form 10-K for the period ended notes thereto which, individually or in the aggregate, would have a material adverse effect on the date immediately preceding financial condition, results of operations, businesses, properties, assets or liabilities of Parent. None of the date Subsidiaries of this Agreement and long-term debt agreements which are not required Parent is subject to be filed pursuant to Item 601(b)(4)(iii)(A) the informational reporting requirements of Regulation S-K promulgated by Section 13 of the SECExchange Act.

SEC Documents. BreitBurn Parent and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement has filed by Parent or Buyer timely with the SEC all forms, registration statements, reports, schedules and statements required to be filed by it under the Exchange Act or the Securities Act (all such documents filed on or after January 1prior to the date of this Agreement, 1994 collectively, the “BreitBurn Parent SEC Documents”). The BreitBurn Parent SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the "SEC Documents"“BreitBurn Parent Financial Statements”), which are all at the documents time filed (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective dates or, in the case of registration statements, their effective dates, none solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed BreitBurn Parent SEC Documents Document filed prior to the date hereof) (including all exhibits and schedules theretoi) contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (in the case of any prospectus, in light of the circumstances under which they were made, ) not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer included in the SEC Documents (ii) complied as to form in all material respects with the then applicable requirements of the Exchange Act and the Securities Act, as applicable, (iii) in the case of the BreitBurn Parent Financial Statements, complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) in the case of the BreitBurn Parent Financial Statements, were prepared in accordance with generally accepted accounting principles GAAP applied on a -45- consistent basis during the periods involved (except as may have been be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by of the SEC) and fairly present (subject, v) in the case of the BreitBurn Parent Financial Statements, fairly present (subject in the case of unaudited statementsstatements to normal, to normal recurring and year-end audit adjustments) in all material respects the consolidated financial position of BreitBurn Parent or Buyer, and its Subsidiaries as the case may be, and their consolidated subsidiaries as at of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended. PricewaterhouseCoopers LLP is an independent registered public accounting firm with respect to BreitBurn Parent and Buyer have filed all documents the General Partner and agreements which were required to be filed has not resigned or been dismissed as exhibits to independent registered public accountants of BreitBurn Parent and the SEC Documents. SCHEDULE III sets forth General Partner as a correct and complete list result of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to in connection with any of the SEC Documents, if disagreement with BreitBurn Parent or Buyer were required to file such Form 10-K for the period ended General Partner on the date immediately preceding the date a matter of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECaccounting principles or practices, financial statement disclosure or auditing scope or procedure.

SEC Documents. Parent and Buyer have furnished Prior to the date hereof, the Company, WJR voluntarily filed with the Securities and DCR with a correct Exchange Commission (the "SEC") all reports, statements, schedules and complete copy of each report, schedule, and final registration statement other documents to its knowledge required to be filed by Parent or Buyer with reporting companies pursuant to the SEC on or after January 1Securities Act and the Exchange Act. Since December 31, 1994 1998, all such reports, statements, schedules and other documents (collectively, the "SEC Documents"), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with be filed by reporting companies were filed by the SEC on or after January 1, 1994Company. As of their respective dates ordates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of registration statementsthe SEC promulgated thereunder, their effective dates, and none of the SEC Documents (including all exhibits and schedules thereto) Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer included in the SEC Documents (the "Financial Statements") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved . Except (except i) as may have been be indicated Securities Purchase Agreement in the notes thereto or, to the Financial Statements or (ii) in the case of the unaudited interim statements, as permitted by Form 10-Q promulgated by under the SEC) Exchange Act, the Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present (subject, in all material respects the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent or Buyer, as the case may be, Company and their consolidated its subsidiaries as at of the dates thereof and the consolidated results of their its operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal recurring year-end adjustments and footnotes). Parent and Buyer have Except as set forth in the Financial Statements filed all documents and agreements which were required to be filed as exhibits with the SEC prior to the SEC Documents. SCHEDULE III sets date hereof or as set forth a correct and complete list of all documents or agreementson Schedule 3(d), if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to neither the Company nor any of its subsidiaries has any liabilities, whether absolute, contingent or otherwise, other than (i) liabilities incurred in the SEC Documents, if Parent or Buyer were required ordinary course of business subsequent to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement such Financial Statements and long-term debt agreements (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such Financial Statements, which liabilities and obligations referred to in clauses (i) and (ii), individually or in the aggregate, are not required material to be filed pursuant to Item 601(b)(4)(iii)(A) the financial condition or operating results of Regulation S-K promulgated by the SECCompany or any of its subsidiaries.

SEC Documents. Parent and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement has timely filed by Parent or Buyer with the SEC on or after January all forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it since July 1, 1994 2004 under the Securities Act, or the Exchange Act (such documents, as supplemented and amended since the "time of filing, collectively, the “Buyer SEC Documents"”), which are all the documents (other than preliminary materials) that Parent and . No subsidiary of Buyer were is required to file any form, report, registration statement, prospectus or other document with the SEC. To the knowledge of Buyer, the Buyer SEC on Documents, including any financial statements or after January 1schedules included in the Buyer SEC Documents, 1994. As of their respective dates orat the time filed (and, in the case of registration statements and proxy statements, their effective dateson the dates of effectiveness and the dates of mailing, none respectively and, in the case of any Buyer SEC Document amended or superseded by a filing prior to the SEC Documents date of this Agreement, then on the date of such amending or superseding filing): (including all exhibits and schedules theretoa) contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the SEC Documents (b) complied when filed in all material respects with the then applicable requirements of the Exchange Act and the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer (including the related notes) included in the Buyer SEC Documents at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Buyer SEC Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with the then applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by or Form 10-QSB of the SEC) ), and fairly present (subject, in the case of the unaudited statements, to normal year-end normal, recurring audit adjustmentsadjustments not material in amount and giving effect to amendments of Buyer SEC Documents) in all material respects the consolidated financial position of Parent or Buyer, as the case may be, Buyer and their its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SEC.

SEC Documents. Parent (a) Since December 31, 2009, Toreador has filed all forms, reports and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement filed by Parent or Buyer documents with the SEC on or after January 1, 1994 (the "SEC Documents"), which are all the documents (other than preliminary materials) that Parent and Buyer were have been required to be filed by it under Applicable Laws prior to the date hereof, and Toreador will timely file prior to the Effective Time all forms, reports and documents with the SEC on or after January 1that are required to be filed by it under Applicable Laws prior to such time (all such forms, 1994. As of their respective dates orreports and documents, in the case of registration statements, their effective dates, none of the SEC Documents (including together with all exhibits and schedules thereto) 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 “Toreador Reports”). Each of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer consolidated balance sheets included in or incorporated by reference into the SEC Documents Toreador Reports (including related notes and schedules) complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto and fairly presents in all material respects the consolidated financial position of Toreador and its Subsidiaries (or such entities as indicated in such balance sheet) as of its date, were prepared and each of the consolidated statements of operations, cash flows and changes in accordance with generally accepted accounting principles applied on a consistent basis during stockholders’ equity included in or incorporated by reference into the Toreador Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of Toreador and its Subsidiaries (or such entities as indicated in such balance sheet) for the periods involved (except as may have been indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SEC) and fairly present set forth therein (subject, in the case of the unaudited statements, to normal (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal, recurring year-end audit adjustmentsadjustments which are not material in the aggregate), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Except as and to the extent set forth on the consolidated financial position balance sheet of Parent or Buyer, as Toreador and its Subsidiaries included in the case may be, and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have most recent Toreador Report filed all documents and agreements which were required prior to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not that includes such a balance sheet, including all notes thereto, as of the date of such balance sheet, neither Toreador 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 filed pursuant reflected on, or reserved against in, a consolidated balance sheet of Toreador or in the notes thereto prepared in accordance with GAAP consistently applied, other than liabilities or obligations which would not, individually or in the aggregate, reasonably be expected to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SEChave a Toreador Material Adverse Effect.

SEC Documents. Parent and Buyer have furnished Seller has delivered (incorporated by reference to the CompanySeller's filings as reported on the SEC's web site) to Purchasers each registration statement, WJR and DCR with a correct and complete copy of each report, scheduleproxy statement or information statement prepared and filed with the Securities and Exchange Commission by it since June 30, 2004, including, without limitation, its Annual Report on Form 10-KSB for the year ended June 30, 2004, each in the form (including exhibits and final registration statement any amendments thereto) filed by Parent or Buyer with the SEC on or after January 1(collectively, 1994 (the "SEC DocumentsSeller Reports"), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective dates or, in the case of registration statements, their effective dates, none the Seller Reports (i) complied as to form in all material respects with the applicable requirements of the SEC Documents Securities Act, the Securities Exchange Act of 1934, as amended (including all exhibits the "Exchange Act"), and schedules theretothe rules and regulations thereunder and (ii) contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Seller Reports (including the related notes and schedules) fairly presents, and the SEC Documents complied when filed in all material respects respects, the consolidated financial position of Seller and its Subsidiaries as of its date, and each of the consolidated statements of income, retained earnings and cash flows included in or incorporated by reference into the Seller Reports (together with the then applicable requirements related notes and schedules) fairly presents, in all material respects, the results of the Securities Act operations, retained earnings or the Exchange Actcash flows, as the case may be, of Seller and its Subsidiaries for the rules periods set forth therein (subject to the lack of footnote disclosure and regulations promulgated by 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 SEC thereunderperiods involved, except as may be noted therein. The financial statements of Parent Except as and Buyer included to the extent set forth in the SEC Documents complied as to form in consolidated balance sheet of Seller and its Subsidiaries at June 30, 2004, including all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect notes thereto, were or as set forth in the Seller Reports, neither Seller nor any of its Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Seller or in the notes thereto, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (consistently applied, except as may have been indicated liabilities arising in the notes thereto or, in the case ordinary course of the unaudited statements, as permitted by Form 10-Q promulgated by the SEC) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent or Buyer, as the case may be, and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file business since such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECdate.

SEC Documents. Parent and Buyer have furnished the Companyhas made available to Sellers each registration statement, WJR and DCR with a correct and complete copy of each report, scheduleproxy statement or information statement prepared and filed with the Securities and Exchange Commission by it since December 31, 2003, each in the form (including exhibits and final registration statement any amendments thereto) filed by Parent or Buyer with the SEC on or after January 1(collectively, 1994 (the "SEC DocumentsBuyer Reports"), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective dates or, in the case of registration statements, their effective dates, none the Buyer Reports (i) complied as to form in all material respects with the applicable requirements of the SEC Documents Securities Act, the Securities Exchange Act of 1934, as amended (including all exhibits the "Exchange Act"), and schedules theretothe rules and regulations thereunder and (ii) contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Buyer Reports (including the related notes and schedules) fairly presents, and the SEC Documents complied when filed in all material respects respects, the consolidated financial position of Buyer and its Subsidiaries as of its date, and each of the consolidated statements of income, retained earnings and cash flows included in or incorporated by reference into the Buyer Reports (together with the then applicable requirements related notes and schedules) fairly presents, in all material respects, the results of the Securities Act operations, retained earnings or the Exchange Actcash flows, as the case may be, of Buyer and its Subsidiaries for the rules periods set forth therein (subject to the lack of footnote disclosure and regulations promulgated by normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with United States generally accepted accounting principles consistently applied during the SEC thereunderperiods involved, except as may be noted therein. The financial statements of Parent Except as and Buyer included to the extent set forth in the SEC Documents complied as to form in consolidated balance sheet of Buyer and its Subsidiaries at September 30, 2004, including all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect notes thereto, were or as set forth in the Buyer Reports, neither Buyer nor any of its Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Buyer or in the notes thereto, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (consistently applied, except as may have been indicated liabilities arising in the notes thereto or, in the case ordinary course of the unaudited statements, as permitted by Form 10-Q promulgated by the SEC) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent or Buyer, as the case may be, and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file business since such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECdate.

SEC Documents. Parent and Buyer have furnished the Company, WJR and DCR with The Seller has filed a correct true and complete copy of each report, schedule, and final registration statement and definitive proxy statement required to be filed by Parent or Buyer the Seller with the SEC on or after January 1Securities and Exchange Commission (the "SEC") (as such documents have since the time of their filing been amended, 1994 (the "SEC Documents"), all of which are all available on the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994SEC's XXXXX filing system. As of their respective dates ordates, and with respect to the Purchased Assets and the Business, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of registration statementsthe SEC thereunder applicable to such SEC Documents, their effective dates, and none of the SEC Documents (including all exhibits and schedules thereto) 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, with respect to the Purchased Assets and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunderBusiness. The financial statements of Parent the Seller relating to the Purchased Assets and Buyer the Business included in the SEC Documents complied comply as to form in all material respects with the then applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were have been prepared from and are in accordance with the books and records of the Seller and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Seller and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, in each case in conformity with generally accepted accounting principles applied on a consistent basis during the such periods involved (except as may have been be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by of the SEC) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent or Buyer, as the case may be, and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SEC).

SEC Documents. Parent Acquiror has filed all required reports, schedules, forms, statements and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement filed by Parent or Buyer other Documents with the SEC on or after (as defined in Article X) since January 1, 1994 1996 (including the Post-Signing SEC Documents (as defined in Section 6.13), the "Acquiror SEC Documents"), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective dates dates, the Acquiror SEC ---------------------- Documents complied or, in the case of registration statementsthe Post-Signing SEC Documents, their effective dateswill comply as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and none of the Acquiror SEC Documents (including all exhibits and schedules thereto) contained or, in the case of the Post-Signing SEC Documents, will contain, any untrue statement of a material fact or omitted or, in the case of the Post-Signing SEC Documents, will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer Acquiror included in the Acquiror SEC Documents complied comply or, in the case of the Post-Signing SEC Documents, will comply as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been or, in the case of the Post-Signing SEC Documents, will 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 have been be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SECthereto) and fairly present the consolidated financial position of Acquiror and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent or Buyer, as the case may be, and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SEC).

SEC Documents. Parent has filed all required forms, reports, ------------- exhibits, schedules, statements and Buyer other documents with the SEC since September 2, 1998 (collectively, the "Parent SEC Reports"), all of which were prepared in ------------------ accordance with the applicable requirements of the Securities Laws. All required Parent SEC Reports have furnished been filed with the CompanySEC and constitute all forms, WJR reports, exhibits, schedules, statements and DCR with a correct and complete copy of each report, schedule, and final registration statement other documents required to be filed by Parent or Buyer with under the SEC on or after January 1Securities Laws since September 2, 1994 (the "SEC Documents"), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 19941998. As of their respective dates or, in the case of registration statements, their effective dates, none Parent SEC Reports, including any financial statement or schedules included or incorporated therein by reference (i) complied as to form in all material respects with the applicable requirements of the SEC Documents Securities Laws and (including all exhibits and schedules theretoii) contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements . Each of the Securities Act consolidated balance sheets of Parent included in or incorporated by reference into Parent SEC Reports (including the Exchange Actrelated notes and schedules) fairly presents the consolidated results of operations and cash flow position of Parent and Parent Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Parent included in or incorporated by reference into Parent SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer included Parent Subsidiaries for the periods set forth therein (subject, in the SEC Documents complied as case of unaudited statements, to form normal year-end audit adjustments which would not be material in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect theretoamount or effect), were prepared in each case in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved (involved, except as may have been indicated in the notes thereto orbe noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SECpursuant to Section 13 or 15(d) and fairly present (subject, in the case of the unaudited statements, Exchange Act. All of such balance sheets and statements complied as to normal year-end audit adjustments) form in all material respects with applicable accounting requirements and with the consolidated financial position of Parent or Buyer, as the case may be, published rules and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any regulations of the SEC Documents, if with respect thereto. No Parent Subsidiary is subject to the periodic reporting requirements of the Exchange Act or Buyer were is otherwise required to file such Form 10-K for any documents with the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECSEC or any national securities exchange or quotation service or comparable Governmental Entity.

SEC Documents. Parent For at least twelve (12) calendar months immediately preceding the date hereof, CryoLife has timely filed all reports, schedules, forms, statements and Buyer have furnished other documents required to be filed by it with the CompanySecurities and Exchange Commission (the “SEC”) pursuant to the reporting requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) (all of the foregoing filed prior to the date hereof, WJR and DCR with a all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). True, correct and complete copy copies of each report, schedule, and final registration statement filed by Parent or Buyer with the SEC Documents are available on or after January 1, 1994 (the "SEC Documents"), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994XXXXX system. As of their respective dates or, in the case of registration statements, their effective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (including all exhibits and schedules thereto) Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective filing dates, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer CryoLife included in the SEC Documents complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were . Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (A) as may have been be otherwise indicated in such financial statements or the notes thereto orthereto, or (B) in the case of the unaudited interim statements, as permitted by Form 10-Q promulgated by to the SECextent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of CryoLife as of the dates thereof and the consolidated results of operations and cash flows of CryoLife for the periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent or Buyer, as the case may be, and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SEC.

SEC Documents. Parent Stratum has filed all reports, schedules, forms, statements and Buyer have furnished other documents as required by the CompanyU.S. Securities and Exchange Commission (the “SEC”) and Stratum has delivered or made available to Cinco all reports, WJR schedules, forms, statements and DCR with a correct and complete copy of each report, schedule, and final registration statement other documents filed by Parent or Buyer with the SEC on or after January 1(collectively, 1994 (the "SEC Documents"), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective dates or, in the each case of registration statements, their effective dates, none of the SEC Documents (including all exhibits and schedules theretothereto and documents incorporated by reference therein, the “Stratum SEC Documents”). The Stratum SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act 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 Stratum SEC documents, and none of the Stratum SEC Documents (including any and all consolidated financial statements included therein) as of such date contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and . Except to the extent revised or superseded by a subsequent filing with the SEC Documents complied when filed in all material respects with (a copy of which has been provided to Cinco prior to the then applicable requirements date of this Agreement), none of the Securities Act Stratum 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 Exchange Actstatements therein, as in light of the case may becircumstances under which they were made, and the rules and regulations promulgated by the SEC thereundernot misleading. The consolidated financial statements of Parent and Buyer Stratum included in the such Stratum SEC Documents complied (the “Stratum Financial Statements”) comply as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SECthereto) and fairly present the consolidated financial position of Stratum and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and changes in cash flows for the periods then ended (subject, in the case of the unaudited quarterly statements, to normal year-end audit adjustments) adjustments as determined by Stratum’s independent accountants). Except as set forth in the consolidated financial position of Parent or Buyer, as the case may be, and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the Stratum SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding at the date of this Agreement the most recent audited financial statements of Stratum included in the Stratum SEC Documents, neither Stratum nor any of its subsidiaries had, and long-term debt agreements which are not required since such date neither Stratum 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 be filed pursuant have a Material Adverse Effect with respect to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECStratum.

SEC Documents. Parent and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement The Company has filed all reports required to be filed by Parent it under the Exchange Act, including pursuant to Section 13(a) or Buyer with 15(d) thereof, for the SEC on three years preceding the date hereof (or after January 1, 1994 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 DocumentsDOCUMENTS")) on a timely basis, which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994has received a valid extension of such time of filing. As of their respective dates or, in the case of registration statements, their effective dates, the SEC Documents complied in all material respects with the requirements, as applicable, of the Securities Act and the Exchange Act and the published rules and regulations of the Commission promulgated thereunder, and none of the SEC Documents (including all exhibits and schedules thereto) Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements and the SEC Documents complied when filed in all material respects with the then applicable requirements balance sheets of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer Company included in the SEC Documents complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were . Such financial statements and balance sheets have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (involved, except as may have been be otherwise indicated in such financial statements or the notes thereto orthereto, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SEC) and fairly present (in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of the unaudited statements, to normal year-end audit adjustments) . Since the consolidated date of the financial position of Parent or Buyer, as statements and balance sheets included in the case may be, and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have last filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Quarterly Report on Form 10-K and Q, there has been no event, occurrence or development that would reasonably be expected to have had a Material Adverse Effect which have is not heretofore been filed as an exhibit to any of the SEC Documents, if Parent disclosed in or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated contemplated by the SECDisclosure Materials.

SEC Documents. Since Parent's initial public offering, Parent and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement has timely filed by Parent or Buyer with the SEC on Securities and Exchange Commission (the "SEC") all quarterly and annual reports and proxy statements required under Sections 13 and 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (together with later filed documents that revise or after January 1supersede earlier filed documents, 1994 (the "SEC Documents"), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective dates or, in the case of registration statements, their effective dates, none the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents. None of the SEC Documents (including all exhibits and schedules thereto) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer included in the SEC Documents complied as to form of their respective dates of filing with the SEC in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the Exchange Act) applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto orthereto), in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SEC) and fairly present the financial position of Parent as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent or Buyer, ). Except as the case may be, and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets set forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of in the SEC Documents, if and except for liabilities and obligations incurred in the ordinary course of business consistent with past custom and practice (including, without limitation, with respect to quantity and frequency), Parent has no liabilities or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not obligations that would be required to be filed disclosed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECSecurities Act or the Exchange Act.

SEC Documents. Parent The Common Shares are registered pursuant to Section 12(g) of the Exchange Act and Buyer have furnished the CompanyCorporation has filed all reports, WJR schedules, forms, statements and DCR with a correct and complete copy of each report, schedule, and final registration statement other documents required to be filed by Parent or Buyer it with the SEC on or after January 1U.S. Securities and Exchange Commission (the "SEC") during the twelve months preceding the Closing Date pursuant to the reporting requirements of the Exchange Act, 1994 in each case, as amended, supplemented and/or restated (all of which, including any filings incorporated by reference thereto, collectively the "SEC Documents"), which are all the documents (other than preliminary materials) that Parent . The Corporation has made available true and Buyer were required to file with complete copies of the SEC on or after January 1, 1994Documents (except for exhibits and incorporated documents) to the Purchaser. As of their respective dates orthe time each was filed (or if amended or superseded by a filing before the date hereof, then on the date of such filing), the SEC Documents complied in all material respects with the case requirements of registration statementsthe Exchange Act and the rules and regulations of the SEC promulgated thereunder and other federal, their effective datesstate and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents (including all exhibits and schedules thereto) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer the Corporation included in the SEC Documents complied comply as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto, were . Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may have been be otherwise indicated in such financial statements or the notes thereto or, or (ii) in the case of the unaudited interim statements, as permitted by Form 10-Q promulgated by to the SECextent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Corporation as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent or Buyer, as the case may be, and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SEC).

SEC Documents. Parent and Buyer have furnished The Company is not presently subject to the Company, WJR and DCR with a correct and complete copy reporting requirements of each report, schedule, and final registration statement filed by Parent or Buyer with the SEC on or after January 1, 1994 Securities Exchange Act of 1934 (the "SEC DocumentsExchange Act"). The Company has fxxxx xxxx xxx xxxxxxxxx xxxxxx of the Securities and Exchange Commission (the "Commission") in Washington, which are DC, and a Registration Statement on Form S-1 (thethe Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"). For purposes hereof, the term "Registration Statement" means the original Registration Statement and any and all amendments thereto. At such time that this Registration Statement becomes effective, the documents (other than preliminary materials) that Parent Company intends to register under the Exchange Act. Upon effectiveness, the Company will furnish its stockholders with annual reports containing financial statements audited by independent certified public accountants and Buyer were required to will file with the SEC on or after January 1, 1994. Commission quarterly reports containing unaudited financial information for each of the first three quarters of each fiscal year within 45 days following the end of each such quarter.As of their respective dates orits date, the Registration Sxxxxxxxx complied in all material respects with the case requirements of registration statements, their effective dates, none the Securities Act and the rules and regulations of the SEC Documents (including all exhibits promulgated thereunder applicable to the Registration Statement, and schedules thereto) contained the Registration Statement, at the time it was filed with the SEC, did not contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in the Registration Statement which is required to be updated or amended under applicable law has not been so updated or amended except for the disclosures which will be required as a result of this Agreement, and the Company's joint exploration agreements with Cheniere Energy, Inc., "Plain English" Disclosures required by the SEC Documents complied when filed in all material respects with and any SEC legal and accounting comments and resultant changes which will be required by the then applicable requirements SEC upon their review of the Securities Act or Registration Statement. The financial statements of the Exchange ActCompany included in the Registration Statement have been prepared in accordance with U.S. generally accepted accounting principles, as the case may beconsistently applied, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer included in the SEC Documents complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved except (except i) as may have been be otherwise indicated in such financial statements or the notes thereto orthereto, or (ii) in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SEC) and fairly present (subject, in the case of the unaudited interim statements, to normal year-end audit adjustmentsthe extent they do not include footnotes or are condensed or summary statements) and present accurately and completely the consolidated financial position of Parent or Buyer, as the case may be, Company and their its consolidated subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Parent Except as set forth in a manner clearly evident to a sophisticated institutional investor in the financial statements or the notes thereto of the Company included in the Registration Statement, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business consistent with past practice subsequent to the date of such financial statements and Buyer have filed all documents (ii) obligations under contracts and agreements which were commitments incurred in the ordinary course of business consistent with past practice and not required under generally accepted accounting principles to be filed as exhibits reflected in such financial statements, in each case of clause (i) and (ii) next above which, individually or in the aggregate, are not material to the financial condition, business, operations, properties, operating results or prospects of the Company and its subsidiaries. To the extent required by the rules of the SEC Documents. SCHEDULE III sets forth applicable thereto, the Registration Statement contains a correct complete and complete accurate list of all documents material undischarged written or oral contracts, agreements, if any, leases or other instruments to which would be included as exhibits the Company or any subsidiary is a party or by which the Company or any subsidiary is bound or to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documentsproperties or assets of the Company or any subsidiary is subject (each a "Contract"). Except as set forth in Schedule 3.6, if Parent none of the Company, its subsidiaries or, to the best knowledge of the Company, any of the other parties thereto, is in breach or Buyer were required to file such Form 10-K for violation of any Contract which breach or violation would have a Material Adverse Effect. No event, occurrence or condition exists which, with the period ended on lapse of time, the date immediately preceding the date giving of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated notice, or both, would become a default by the SECCompany or its subsidiaries thereunder which would have a Material Adverse Effect. The Company has not provided to any Purchaser any material non-public information or any other information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed.

SEC Documents. Parent Autobytel has filed, or furnished, as applicable, all required reports, schedules, registration statements and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement filed by Parent or Buyer other documents with the SEC on or after January 1Securities and Exchange Commission (“SEC”) since December 31, 1994 2009 (the "“Autobytel SEC Documents"”), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the Autobytel SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, as the case may be, and the rules and regulations of registration statementsthe SEC thereunder applicable to such Autobytel SEC Documents, their effective dates, and none of the Autobytel SEC Documents (including all exhibits and schedules thereto) when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and . The financial statements of Autobytel included in the Autobytel SEC Documents complied when filed as to form, as of their respective dates of filing with the SEC, in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer included in the SEC Documents complied as to form in all material respects with the then applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto (except, were in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SECbe disclosed therein) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) all material respects the consolidated financial position of Parent or Buyer, as the case may be, Autobytel and their its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods then ended. Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECshown.

SEC Documents. Parent and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement The Company has filed by Parent or Buyer with the SEC on or after January 1all reports, 1994 statements, schedules and other documents (collectively, the "SEC Documents") required to be filed by it pursuant to the Securities Act of 1933, as amended from time to time (the “Securities Act”), which are all and the documents Securities Exchange Act of 1934, as amended from time to time (other than preliminary materials) that Parent and Buyer were the “Exchange Act”). All SEC Documents required to file with the SEC on or after January 1, 1994be filed were timely filed. As of their respective dates ordates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of registration statementsthe SEC promulgated thereunder, their effective dates, and none of the SEC Documents (including all exhibits and schedules thereto) Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer included in the SEC Documents (the "Financial Statements") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved . Except (except a) as may have been be indicated in the notes thereto or, to the Financial Statements or (b) in the case of the unaudited interim statements, as permitted by Form 10-Q promulgated by under the SEC) Exchange Act, the Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) all material respects the consolidated and consolidating financial position of Parent or Buyer, the Company as the case may be, and their consolidated subsidiaries as at of the dates thereof and the consolidated results of their its operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal recurring year-end adjustments and footnotes). Parent and Buyer have Except as set forth in the Financial Statements filed all documents and agreements which were required to be filed as exhibits with the SEC prior to the SEC Documents. SCHEDULE III sets forth a correct and complete list date hereof, the Company has no liabilities, whether absolute, contingent or otherwise, other than (x) liabilities incurred in the ordinary course of all documents or agreements, if any, which would be included as exhibits business subsequent to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement such Financial Statements, (y) obligations under contracts and long-term debt agreements commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such Financial Statements, which liabilities and obligations referred to in clauses (x) and (y), individually or in the aggregate, are not required material to be filed pursuant to Item 601(b)(4)(iii)(Athe financial condition or operating results of the Company and (z) liabilities and obligations incurred in connection with the closing of Regulation S-K promulgated by the SECtransactions contemplated hereby. Seller or the Company has provided a copy of all Financial Statements and all internal corporate financial statements, balance sheets, operating statements and similar financial records and related work papers, whether used in the preparation of the Financial Statements or in the ordinary course of the Company’s business.

SEC Documents. Parent and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement filed by Parent or Buyer with the SEC on or after Since January 1, 1994 (the "SEC Documents")1997, which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective dates Acquiror has filed or, in the case of registration statementsthe Acquiror Post-Signing SEC Documents (as defined in Section 6.10), will file all required reports, schedules, forms, statements and other Documents with the SEC (collectively, including the Acquiror Post-Signing SEC Documents, the "Acquiror -------- SEC Documents"). As of their effective respective filing dates, the Acquiror SEC -------------- Documents complied or, in the case of the Acquiror Post-Signing SEC Documents, will comply as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and none of the Acquiror SEC Documents (including all exhibits and schedules thereto) contained or, in the case of the Acquiror Post-Signing SEC Documents, will contain, any untrue statement of a material fact or omitted or, in the case of the Acquiror Post-Signing SEC Documents, will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were or are made, not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The consolidated financial statements of Parent and Buyer Acquiror included in the Acquiror SEC Documents complied comply or, in the case of the Acquiror Post- Signing SEC Documents, will comply, as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been or, in the case of the Acquiror Post- Signing SEC Documents, will have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, for the lack of normal year-end adjustments and the absence of footnotes and as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved subject thereto (except as may have been be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SECthereto) and fairly present the consolidated financial position of Acquiror and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent or Buyer, as the case may be, and their consolidated subsidiaries as at the dates thereof adjustments and the consolidated results absence of their operations and cash flows for footnotes). Except as disclosed in the periods then ended. Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the Acquiror SEC Documents, if Parent as required by GAAP or Buyer were as required to file such Form 10-K for by any Governmental Entity, Acquiror has not, since December 31, 1998, made any change in accounting practices or policies applied in the period ended on the date immediately preceding the date preparation of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECfinancial statements.

SEC Documents. Parent and Buyer have furnished the CompanyKimco has delivered or made available to Price REIT each registration statement, WJR and DCR with a correct and complete copy of each report, scheduleproxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since January 1, 1995, which are set forth on the Kimco Disclosure Letter, each in the form (including exhibits and final registration statement any amendments thereto) filed by Parent or Buyer with the SEC on or after January 1(collectively, 1994 (the "SEC DocumentsKimco Reports"). The Kimco Reports, which are all the documents (other than preliminary materials) that Parent and Buyer were required to file filed with the SEC on or after January 1in a timely manner, 1994constitute all forms, reports and documents required to be filed by Kimco under the Securities Laws. As of their respective dates or, in the case of registration statements, their effective dates, none the Kimco Reports (i) complied as to form in all material respects with the applicable requirements of the SEC Documents Securities Laws and (including all exhibits and schedules theretoii) contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements . Each of the Securities Act consolidated balance sheets of Kimco included in or incorporated by reference into the Exchange ActKimco Reports (including the related notes and schedules) fairly presents the consolidated financial position of Kimco and its Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Kimco included in or incorporated by reference into the Kimco Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Kimco and its Subsidiaries for the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer included periods set forth therein (subject, in the SEC Documents complied as case of unaudited statements, to form normal year-end audit adjustments which would not be material in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect theretoamount or effect), were prepared in each case in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved (involved, except as may have been indicated in the notes thereto orbe noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by of the SEC) . Except as and fairly present (subjectto the extent set forth on the consolidated balance sheet of Kimco and its Subsidiaries at September 30, 1997, including all notes thereto, or as set forth in the case Kimco Reports, neither Kimco nor any of the unaudited statementsits Subsidiaries has any liabilities or obligations of any nature (whether accrued, to normal year-end audit adjustmentsabsolute, contingent or otherwise) the consolidated financial position of Parent or Buyer, as the case may be, and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were that would be required to be filed as exhibits to reflected on, or reserved against in, a balance sheet of Kimco or in the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreementsnotes thereto, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SEC.prepared in accordance with generally accepted accounting

SEC Documents. Parent and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement RDDI hereby makes reference to all documents it has filed by Parent or Buyer with the SEC on or after January 1, 1994 United States Securities and Exchange Commission (the "“SEC”), some of which are posted on the SEC’s website, xxx.xxx.xxx: (collectively, the “SEC Documents"”), which are . The SEC Documents constitute all of the documents (other than preliminary materials) and reports that Parent and Buyer were RDDI was required to file with the SEC on or after January 1, 1994pursuant to the Securities Exchange Act of 1934 (“Exchange Act”) and the rules and regulations promulgated thereunder by the SEC since RDDI became a reporting company. As of their respective dates ordates, the SEC Documents complied in all material respects with the requirements of the Securities Act and/or the Exchange Act, as the case of registration statementsmay require, their effective dates, and the rules and regulations promulgated thereunder and none of the SEC Documents (including all exhibits and schedules thereto) contained any an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The consolidated financial statements of Parent and Buyer RDDI included in the SEC Documents complied comply as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles in the United States (except, in the case of unaudited statements, as permitted by the applicable form under the Securities Act and/or the Exchange Act) applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SECthereto) and fairly present the financial position of RDDI as of the dates thereof and its consolidated statements of operations, shareholders’ equity and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal and recurring year-end audit adjustments) adjustments which were and are not expected to have a material adverse effect on RDDI, its business, financial condition or results of operations). Except as and to the extent set forth on the consolidated financial position balance sheet of Parent RDDI as disclosed in RDDI’s most recent SEC Document, including the notes thereto, RDDI has no liability or Buyerobligation of any nature (whether accrued, as the case may beabsolute, contingent or otherwise and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were whether required to be filed as exhibits to reflected on a balance sheet or not). Neither RDDI nor its officers or directors have received any correspondence from the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report commenting on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECDocument.

SEC Documents. Parent The Company has filed all required reports, schedules, forms, statements and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement filed by Parent or Buyer other documents with the SEC on or after January 1since December 31, 1994 1996. All reports, schedules, forms, statements and other documents filed with the SEC since December 31, 1997 (the "SEC Documents") complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), which are all or the documents (other than preliminary materials) that Parent Exchange Act, as the case may be, and Buyer were required to file with the rules and regulations of the SEC on or after January 1promulgated thereunder applicable to such SEC Documents, 1994. As and, at the time of their respective dates or, in the case of registration statements, their effective datesfiling, none of the SEC Documents (including all exhibits and schedules thereto) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer the Company included in the SEC Documents complied (the "Company Financial Statements") comply as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SECthereto) and fairly present the financial position of the Company as of the dates thereof and its statements of operations, stockholders' equity and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal and recurring year-end audit adjustments) the consolidated financial position of Parent or Buyer, as the case may be, and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements adjustments which were and are not expected to be material). Except as and to the extent set forth on the balance sheet of the Company on April 30, 1998, including the notes thereto, or the Company Disclosure Schedule, the Company has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be filed as exhibits reflected on a balance sheet, or in the notes thereto, prepared in accordance with generally accepted accounting principles, except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1998 which could not reasonably be expected to the SEC Documentshave a Material Adverse Effect. SCHEDULE III sets forth a The Company has heretofore delivered to Parent complete and correct and complete list copies of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC DocumentsDocuments and all amendments and modifications thereto, if Parent or Buyer were required as well as, to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement extent any shall exist, all amendments and long-term debt agreements which are modifications that have not required to be been filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECCompany with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect.

SEC Documents. Parent and Buyer have furnished Biopool has delivered or made available to Source the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement of Biopool filed by Parent or Buyer with the SEC on or after January 1in connection with Biopool's initial public offering of Biopool Common Stock, 1994 and all exhibits, amendments and supplements thereto (the "SEC DocumentsBiopool Registration Statement"), and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date of the Biopool Registration Statement, which are all set forth on the documents Biopool Disclosure Letter, each in the form (other than preliminary materialsincluding exhibits and any amendments thereto) that Parent and Buyer were required to file filed with the SEC on or after January 1(collectively, 1994the "Biopool Reports"). The Biopool Reports, which were filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by Biopool under the Securities Laws. As of their respective dates or, in the case of registration statements, their effective dates, none the Biopool Reports (i) complied as to form in all material respects with the applicable requirements of the SEC Documents Securities Laws and (including all exhibits and schedules theretoii) contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements . Each of the Securities Act consolidated balance sheets of Biopool included in or incorporated by reference into the Exchange ActBiopool Reports (including the relating notes and schedules) fairly presents the consolidated financial position of Biopool and its Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Biopool included in or incorporated by reference into the Biopool Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Biopool and its Subsidiaries for the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer included periods set forth therein (subject, in the SEC Documents complied as case of unaudited statements, to form normal year-end audit adjustments which would not be material in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect theretoamount or effect), were prepared in each case in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved (involved, except as may have been indicated in the notes thereto orbe noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by of the SEC) . Except as and fairly present (subjectto the extent set forth on the consolidated balance sheet of Biopool and its Subsidiaries at September 30, 1995, including all notes thereto, or as set forth in the case Biopool Reports, neither Biopool nor any of the unaudited statementsits Subsidiaries has any material liabilities or obligations of any nature (whether accrued, to normal year-end audit adjustmentsabsolute, contingent or otherwise) the consolidated financial position of Parent or Buyer, as the case may be, and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were that would be required to be filed as exhibits to reflected on, or reserved against in, a balance sheet of Biopool or in the SEC Documents. SCHEDULE III sets forth a correct and complete list notes thereto, prepared in accordance with generally accepted accounting principles consistently applied during the periods involved, except liabilities arising in the ordinary course of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file business since such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECdate.

SEC Documents. Parent Acquiror has filed all reports, schedules, forms, registration statements, definitive proxy statements, information statements and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement other filings required to be filed by Parent or Buyer it with the SEC on or after January 1since February 16, 1994 2000 (including the Acquiror Post-Signing SEC Documents (as defined in Section 6.09), the "Acquiror SEC Documents"), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective dates dates, the Acquiror SEC Documents complied or, in the case of registration statementsthe Acquiror Post-Signing SEC Documents, their effective dateswill comply as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and none of the Acquiror SEC Documents (including all exhibits and schedules thereto) contained or, in the case of the Acquiror Post-Signing SEC Documents, will contain, any untrue statement of a material fact or omitted or, in the case of the Acquiror Post-Signing SEC Documents, will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The consolidated financial statements of Parent and Buyer Acquiror included in the Acquiror SEC Documents complied (the "Acquiror Financial Statements") comply or, in the case of the Acquiror Post-Signing SEC Documents, will comply as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been or, in the case of the Acquiror Post-Signing SEC Documents, will have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, for the lack of normal year-end adjustments, the absence of footnotes and as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved subject thereto (except as may have been be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SECthereto) and fairly present present, in all material respects, the consolidated financial position of Acquiror and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent or Buyer, as the case may be, and their consolidated subsidiaries as at the dates thereof adjustments and the consolidated results absence of their operations and cash flows for footnotes). Except as disclosed in the periods then ended. Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the Acquiror SEC Documents, if Parent as required by GAAP or Buyer were as required to file such Form 10-K for by any Governmental Entity, Acquiror has not, since December 31, 1999, made any change in accounting practices or policies applied in the period ended on the date immediately preceding the date preparation of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECfinancial statements.

SEC Documents. Parent and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement The Company has filed by Parent or Buyer with the SEC on or after January 1Securities and Exchange Commission (the "SEC") all reports, 1994 statements, schedules and other documents (collectively, the "SEC Documents"), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with be filed by it pursuant to the Securities Act and the Exchange Act. Since June 30, 2002, all SEC on or after January 1, 1994Documents required to be filed were timely filed. As of their respective dates ordates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of registration statementsthe SEC promulgated thereunder, their effective dates, and none of the SEC Documents (including all exhibits and schedules thereto) Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer included in the SEC Documents (the "Financial Statements") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Except (i) as may be indicated in the notes to the Financial Statements or (ii) in the case of the unaudited interim statements, were as permitted by Form 10-QSB under the Exchange Act, the Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SEC) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) all material respects the consolidated and consolidating financial position of Parent or Buyer, as the case may be, Company and their consolidated its subsidiaries as at of the dates thereof and the consolidated results of their its operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal recurring year-end adjustments and footnotes). Parent and Buyer have Except as set forth in the Financial Statements filed all documents and agreements which were required to be filed as exhibits with the SEC prior to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreementsdate hereof, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to neither the Company nor any of its subsidiaries has any liabilities, whether absolute, contingent or otherwise, other than (i) liabilities incurred in the SEC Documents, if Parent or Buyer were required ordinary course of business subsequent to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement such Financial Statements, (ii) obligations under contracts and long-term debt agreements commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such Financial Statements, which liabilities and obligations referred to in clauses (i) and (ii), individually or in the aggregate, are not required material to be filed pursuant to Item 601(b)(4)(iii)(Athe financial condition or operating results of the Company or any of its subsidiaries and (iii) of Regulation S-K promulgated by liabilities and obligations incurred in connection with the SECClosing Documents and the transactions contemplated thereby.

SEC Documents. Parent CSI has filed all reports, schedules, forms, statements and Buyer have furnished other documents required to be filed by it with the Company, WJR Securities and DCR with a correct Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933 (the “Securities Act”) and complete copy the Securities Exchange Act of each report, schedule1934 (the “Exchange Act”) (the “SEC Documents”), and final during the 12 calendar months prior to the date hereof all such SEC Documents have been filed in a timely manner. CSI is currently eligible to use Form S-3 for stockholder registration statement filed by Parent or Buyer statements under the Securities Act. The SEC Documents have complied in all material respects with the SEC on requirements of the Securities Act or after January 1the Exchange Act, 1994 (as the "case may be, and the rules and regulations of the Commission promulgated thereunder applicable to the SEC Documents"), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective dates or, in the case of registration statements, their effective dates, none of the SEC Documents (including all exhibits and schedules thereto) Documents, at the time they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, and to the SEC Documents complied when filed in all material respects with best of CSI’s knowledge during those respective dates, the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer CSI included in the SEC Documents complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were . Such financial statements have been prepared in accordance with accounting principles generally accepted accounting principles applied on a consistent basis in the United States as in effect from time to time (“GAAP”), consistently applied, during the periods involved (except (a) as may have been be otherwise indicated in such financial statements or the notes thereto orthereto, or (b) in the case of the unaudited interim statements, as permitted by Form 10-Q promulgated by to the SECextent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial condition of CSI as of the respective dates thereof and the results of its operations and cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent or Buyer, ). Except as the case may be, and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets set forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of in the SEC Documents, if Parent CSI has not received notification from the Commission, the American Stock Exchange and/or any federal or Buyer were required state securities bureaus that any investigation (informal or formal), inquiry or claim is pending, threatened or in process against CSI and/or relating to file such Form 10-K for the period ended on the date immediately preceding the date any of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECCSI’s securities.

SEC Documents. Financial Statements. The Company has made available to Parent and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement document filed by Parent or Buyer it with the SEC on under the Securities Act or after the Exchange Act since January 1, 1994 1999, including without limitation, (i) the Company's Annual Report on Form 10-K for the year ended December 31, 2001, (ii) the Company's Quarterly Report on Form 10-Q for the nine-month period ended September 30, 2002 and (iii) the Company's definitive proxy statement for its 2002 Annual Meeting of Shareholders held May 29, 2002, each in the form (including exhibits and any amendments) filed with the SEC (collectively, the "Company SEC Documents"), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective dates or, in the case of registration statements, their effective dates, none each of the Company SEC Documents (including all exhibits did not, and schedules thereto) contained each of the Company SEC Documents filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading, and provided, that the Company makes no representation with respect to information supplied by Parent for use in Company SEC Documents complied when filed in all material respects with after the then applicable requirements date hereof. Each of the Securities Act consolidated balance sheets included in or incorporated by reference into the Exchange Act, Company SEC Documents (including their related notes and schedules) fairly presents (or will fairly present if filed after the date hereof) the consolidated financial condition of the Company and its consolidated Subsidiaries as of its date and each of the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial consolidated statements of Parent income, shareholders' equity and Buyer cash flows included in or incorporated by reference into the Company SEC Documents complied as to form in all material respects with (including any related notes and schedules) fairly presents (or will fairly present if filed after the then applicable accounting requirements date hereof) the results of operations, shareholders' equity and the published rules and regulations cash flows of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during Company and its consolidated Subsidiaries for the periods involved (except as may have been indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SEC) and fairly present set forth therein (subject, in the case of the unaudited statements, statements to normal year-end audit adjustments) adjustments and any other adjustments described therein that individually or in the consolidated financial position of Parent aggregate will not be material in amount or Buyereffect), as the in each case may be, and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for in accordance with generally accepted accounting principals consistently applied during the periods then ended. Parent and Buyer have filed all documents and agreements which were required to involved, except as may be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECnoted therein.

SEC Documents. Parent and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement The Company has filed by Parent or Buyer with the SEC on or after January 1all reports, 1994 statements, schedules and other documents (collectively, the "SEC Documents") required to be filed by it pursuant to the Securities Act of 1933, as amended from time to time (the “Securities Act”), which are all and the documents Securities Exchange Act of 1934, as amended from time to time (other than preliminary materials) that Parent and Buyer were the “Exchange Act”). All SEC Documents required to file with the SEC on or after January 1, 1994be filed were timely filed. As of their respective dates ordates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of registration statementsthe SEC promulgated thereunder, their effective dates, and none of the SEC Documents (including all exhibits and schedules thereto) Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer included in the SEC Documents (the "Financial Statements") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved . Except (except i) as may have been be indicated in the notes thereto or, to the Financial Statements or (ii) in the case of the unaudited interim statements, as permitted by Form 10-Q promulgated by under the SEC) Exchange Act, the Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) all material respects the consolidated and consolidating financial position of Parent or Buyer, as the case may be, Company and their consolidated its subsidiaries as at of the dates thereof and the consolidated results of their its operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal recurring year-end adjustments and footnotes). Parent and Buyer have Except as set forth in the Financial Statements filed all documents and agreements which were required to be filed as exhibits with the SEC prior to the SEC Documents. SCHEDULE III sets forth a correct and complete list date hereof, the Company has no liabilities, whether absolute, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of all documents or agreements, if any, which would be included as exhibits business subsequent to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement such Financial Statements, (ii) obligations under contracts and long-term debt agreements commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such Financial Statements, which liabilities and obligations referred to in clauses (i) and (ii), individually or in the aggregate, are not required material to be filed pursuant to Item 601(b)(4)(iii)(Athe financial condition or operating results of the Company and (iii) liabilities and obligations incurred in connection with the closing of Regulation S-K promulgated by the SECtransactions contemplated thereby.

SEC Documents. Parent Company has timely filed all required reports, schedules, forms, statements and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement filed by Parent or Buyer other documents with the SEC on or after January 1, 1994 Securities and Exchange Commission (the "“SEC”) since December 31, 2008 (the “SEC Documents"”), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective dates ordates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of registration statementsthe SEC promulgated thereunder, their effective datesand, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the SEC Documents (including all exhibits and schedules thereto) contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The Company’s financial statements of Parent and Buyer included in the SEC Documents complied comply as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SEC) and fairly present the consolidated financial position of Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operation and cashflows for the periods then ending in accordance with GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent or Buyer, as the case may be, and their consolidated subsidiaries as at the dates thereof adjustments and the consolidated results absence of their operations and cash flows for the periods then endedfootnotes). Parent and Buyer have filed all documents and agreements which were required to be filed Except as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be disclosed in financial statements included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of in the SEC Documents, if Parent neither Company nor any of its subsidiaries has any liabilities or Buyer were obligations of any nature (whether accrued, absolute, contingent or otherwise) required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required by GAAP to be filed pursuant set forth on a consolidated balance sheet of Company and its consolidated subsidiaries or in the notes thereto and which would reasonably be expected to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SEChave a Material Adverse Effect.

SEC Documents. Parent and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement Innovex has filed all reports required to be filed by Parent or Buyer with it under the SEC on or after January 1Securities Exchange Act of 1934, 1994 as amended (the "“Exchange Act”), including, pursuant to Section 13(a) or 15(d) thereof, for the three years preceding the date hereof (the foregoing materials being collectively referred to herein as the “SEC Documents"”), which are all on a timely basis, or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994expiration of any such extension. As of their respective dates or, in the case of registration statements, their effective dates, none of the SEC Documents (including all exhibits and schedules thereto) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or and the Exchange Act, as the case may be, Act and the rules and regulations of the Commission promulgated thereunder and there were no liabilities as of such dates, whether or not required by the generally accepted accounting principles to be included in Innovex’s financial statements in such SEC thereunderDocuments, which would have an Innovex Material Adverse Effect. The financial statements of Parent and Buyer Innovex included in the SEC Documents complied as to form comply in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were . Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (involved, except as may have been be otherwise indicated in such financial statements or the notes thereto orthereto, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SEC) and fairly present (in all material respects the financial position of Innovex as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of the unaudited statements, to normal year-end audit adjustments) . Since the consolidated date of the financial position of Parent or Buyer, as the case may be, and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have statements included in Innovex’s last filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Quarterly Report on Form 10-K Q for the quarter ended June 30, 2002, there has been no event, occurrence or development that has had an Innovex Material Adverse Effect which has not been specifically disclosed in the SEC Documents or in writing to Concorde by Innovex. There are no pending or current transactions between Innovex and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements its Affiliates which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SEC.arm’s length. 5.12

SEC Documents. Parent and Buyer have furnished Except as set forth in SCHEDULE 2.1(J), since May 11, 1995, the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement Company has filed all reports required to be filed by Parent it under the Exchange Act, including pursuant to Section 13(a) or Buyer with the SEC on or after January 115(d) thereof (such reports, 1994 (the "SEC Documents")DOCUMENTS" and, which are all the documents (other than preliminary materials) that Parent and Buyer were required to file together with the Schedules to this Agreement and other documents and information furnished by or on behalf of the Company at any time prior to the Closing, including, the Risk Factors annexed hereto as EXHIBIT E, the "DISCLOSURE MATERIALS") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC on or after January 1, 1994Documents prior to the expiration of any such extension. As of their respective dates or, in the case of registration statements, their effective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Documents (including all exhibits and schedules thereto) Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and . The financial statements of the Company included in the SEC Documents complied when filed comply in all material respects with the then applicable accounting requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer included in the SEC Documents complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were . Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (involved, except as may have been indicated be otherwise specified in such financial statements or the notes thereto orthereto, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SEC) and fairly present (in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of the unaudited statements, to normal year-end audit adjustments) . Since the consolidated date of the financial position of Parent or Buyer, as statements included in the case may be, and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Company's Quarterly Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K Q for the period ended on September 30, 1997, (a) there has been no event, occurrence or development that has had or that could have or result in a Material Adverse Effect, (b) the date immediately preceding Company has not incurred any liabilities (contingent or otherwise) other than (x) liabilities incurred in the date ordinary course of this Agreement business consistent with past practice and long-term debt agreements which are (y) liabilities not required to be filed reflected in the Company's financial statements pursuant to Item 601(b)(4)(iii)(AGAAP, and (c) the Company has not altered its method of Regulation S-K promulgated accounting or the identity of its auditors. The Schedules to this Agreement furnished by or on behalf of the SECCompany do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

SEC Documents. Parent Financial Statements; Sarbanes-Oxley. Since June 30, 2000, the Company has timely filex xxx xxxxxxx, schedules, forms, statements and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement other documents required to be filed by Parent or Buyer it with the SEC on or after January 1pursuant to the reporting requirements of the Exchange Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein, 1994 (being hereinafter referred to herein as the "SEC Documents"). The Company has delivered to each Investor, which are all the documents (other than preliminary materials) that Parent or each Investor has had access to, true and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective dates or, in the case of registration statements, their effective dates, none complete copies of the SEC Documents (including all via EDGAR), except for such exhibits and schedules thereto) incorporated documents. As xx xxeir respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder 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 omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer the Company included in the SEC Documents complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were . Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may have been be otherwise indicated in such financial statements or the notes thereto orthereto, or (ii) in the case of the unaudited interim statements, as permitted by Form 10-Q promulgated by to the SECextent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments) ). Except as set forth in the consolidated financial position of Parent or Buyer, as the case may be, and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be statements included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of in the SEC Documents, if Parent the Company has no liabilities, contingent or Buyer were required otherwise, other than liabilities incurred in the ordinary course of business subsequent to file such Form 10-K for March 30, 2003, and liabilities of the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are type not required under generally accepted accounting principles to be filed pursuant reflected in such financial statements. Such liabilities incurred subsequent to Item 601(b)(4)(iii)(A) March 30, 2003 are not, in the aggregate, material to the financial condition or operating results of Regulation Sthe Company. The Company is in substantial compliance with the applicable provisions of the Sarbanes-K Oxley Act of 2002 (the "Sarbanes- Oxley Act"), and the rxxxx xxx xxxxxations promulgated by xxxxxxxxxx, xxxt are effective, and intends to comply substantially with other applicable provisions of the Sarbanes-Oxley Act, and the rules and regulations promulgated thexxxxxxx, xxxx the effectiveness of such provisions and has no reason to believe that it will not be so compliant upon such effectiveness. Without limiting the generality of the foregoing, the Chief Executive Officer and the Chief Financial Officer of the Company have signed, and the Company has furnished to the SEC, all certifications required by Section 302 and Section 906 of the Sarbanes-Oxley Act; such certifications contain no qualifications xx xxxxxxxxxx to the matters certified therein and have not been modified or withdrawn; and neither the Company nor any of its officers has received notice from any governmental entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications. The representations and warranties herein contained are subject to Schedule 3.7.

SEC Documents. Parent and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement NPS has filed reports required to be filed by Parent it under -------------- the Securities Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or Buyer 15(d) thereof, for the three years preceding the date hereof (or such shorter period as NPS was required by law to file such material) (the foregoing materials, including the exhibits thereto, being collectively referred to herein as the "SEC Reports"). The SEC Documents constitute all of the documents and reports that NPS filed with the SEC on or after pursuant to the Exchange Act and the rules and regulations promulgated thereunder by the SEC since January 1, 1994 (the "SEC Documents"), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 19942004. As of their respective dates or, in the case of registration statements, their effective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and none of the SEC Documents (including all exhibits and schedules thereto) contained any an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer NPS included in the SEC Documents complied comply as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP") (except, in the case of unaudited statements, as permitted by the applicable form under the Exchange Act) applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SECthereto) and fairly present the financial position of NPS as of the dates thereof and its statements of operations, shareholders' equity and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal and recurring year-end audit adjustments) adjustments which were and are not expected to have a material adverse effect on NPS, its business, financial condition or results of operations). Except as and to the extent set forth on the consolidated financial position balance sheet of Parent NPS June 30, 2004, NPS has no liability or Buyerobligation of any nature (whether accrued, as the case may beabsolute, contingent or otherwise and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were whether required to be filed reflected on a balance sheet or not); provided, that as exhibits of or prior to the SEC Documents. SCHEDULE III sets forth a correct Closing Date, all liabilities reflected in such balance sheet shall have been settled, and NPS will complete list the divestiture of all documents or agreements, if any, which would be included its wholly-owned subsidiary as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECClosing Date.

SEC Documents. Parent and Buyer have furnished The Company has filed all of its SEC Filings (as defined herein) for the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement filed by Parent or Buyer with two year period preceding the SEC on or after January 1, 1994 (the "SEC Documents"), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994date hereof. As of their respective dates or, in the case of registration statements, their effective filing dates, none or such later date on which such reports were amended, the SEC Filings complied in all material respects with the requirements of the Exchange Act. The SEC Documents (including all exhibits and schedules thereto) contained Filings as of their respective dates, or such later date on which such reports were amended, when issued did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer included in the SEC Documents complied Filings comply as to form in all material respects with the then applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except . Except as may have been be indicated in the notes thereto to the financial statements included in the SEC Filings or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by of the SEC) , such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent or Buyer, as the case may be, Company and their consolidated any subsidiaries as at the dates thereof and the consolidated results of their operations and consolidated cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal, recurring adjustments). Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to As used herein, the term “SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report ” means the Company annual reports on Form 10-K for fiscal year ended February 29, 2009 and which have not heretofore been filed as an exhibit to 2008 (including any of amendments thereto) and (ii) the Company’s quarterly report on Form 10-Q for the 2009 and 2008 fiscal years and the term “SEC Filings” means the SEC Documents, if Parent or Buyer were along with all other reports, schedules, forms, statements and other documents that the Company is required to file such Form 10-K with the SEC pursuant to the reporting requirements of the Securities and Exchange Act of 1934, as amended., for the two year period ended on the date immediately preceding the date of this Agreement hereof. Confidential Canadian and longNon-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SEC.U.S. Subscribers Only

SEC Documents. Parent The Company has filed all required reports, ------------- schedules, forms, statements and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement filed by Parent or Buyer other documents with the SEC on or after January 1since July 2, 1994 1995 (the "SEC Documents"), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective dates ordates, the SEC Documents complied ------------- in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the -------------- rules and regulations of registration statementsthe SEC promulgated thereunder applicable to such SEC Documents, their effective datesand, at the time of filing, none of the SEC Documents (including all exhibits and schedules thereto) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer the Company included in the SEC Documents complied (the "Company ------- Financial Statements") comply as to form in all material respects with the then -------------------- applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SECthereto) and fairly present the financial position of the Company as of the dates thereof and its statements of operations, stockholders' equity and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal and recurring year-end audit adjustments) adjustments which were and are not expected to be material). Except as and to the consolidated financial position extent set forth on the balance sheet of Parent or Buyer, as the case may be, and their consolidated subsidiaries Company as at June 29, 1997, including the dates thereof and notes thereto, the consolidated results Company has no liability or obligation of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements any nature (whether accrued, absolute, contingent or otherwise) which were would be required to be filed as exhibits reflected on a balance sheet, or in the notes thereto, prepared in accordance with generally accepted accounting principles, except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 29, 1997 which could not reasonably be expected to the SEC Documentshave a Material Adverse Effect. SCHEDULE III sets forth a The Company has heretofore delivered to Parent complete and correct and complete list copies of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC DocumentsDocuments and all amendments and modifications thereto, if Parent or Buyer were required as well as, to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement extent any shall exist, all amendments and long-term debt agreements which are modifications that have not required to be been filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECCompany with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect.

SEC Documents. Parent Financial Statements; Undisclosed Liabilities. Vornado has filed all reports, schedules, forms, statements and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement other documents required to be filed by Parent or Buyer it with the SEC SEC. The Vornado Annual Report on or after January 1Form 10-K for the year ended December 31, 1994 1996 (including all documents incorporated therein by reference) and the Vornado Proxy Statement on Schedule 14A relating to the 1996 annual meeting of Vornado shareholders (collectively, the "VORNADO SEC DocumentsDOCUMENTS"), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As as of their respective dates or, in the case of registration statements, their effective filing dates, none of the SEC Documents (including all exhibits and schedules thereto) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed in all material respects with the then all applicable requirements of the Securities Act or and the Exchange Act, as the case may be, Act and the rules and regulations promulgated by the SEC thereunder. The consolidated financial statements of Parent and Buyer Vornado included in the SEC Documents Vornado Annual Report on Form 10-K for the year ended December 31, 1996 (the "VORNADO FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles principals ("GAAP") applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SECthereto) and fairly present (subjectpresented, in accordance with the case applicable requirements of the unaudited statementsGAAP, to normal year-end audit adjustments) the consolidated financial position of Parent or BuyerVornado and the Vornado Subsidiaries, taken as a whole, as the case may be, and their consolidated subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, except for liabilities and obligations which would not have a Vornado Material Adverse Effect. Parent and Buyer have filed all documents and agreements which were Except as set forth in the Vornado Financial Statements or in SCHEDULE 3.1(E) to the Vornado Disclosure Letter, to the Knowledge of Vornado, neither Vornado nor any Vornado Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be filed as exhibits to set forth on a consolidated balance sheet of Vornado or which, individually or in the SEC Documents. SCHEDULE III sets forth aggregate, would have a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECVornado Material Adverse Effect.

SEC Documents. Parent and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement filed by Parent or Buyer with the SEC on or after Since January 1, 1994 (the "SEC Documents")1997, which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective dates Acquiror has filed or, in the case of registration statementsthe Acquiror Post-Signing SEC Documents (as defined in Section 6.10), will file all required reports, schedules, forms, statements and other Documents with the SEC (collectively, including the Acquiror Post-Signing SEC Documents, the "ACQUIROR SEC DOCUMENTS"). As of their effective respective dates, the Acquiror SEC Documents complied or, in the case of the Acquiror Post-Signing SEC Documents, will comply as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and none of the Acquiror SEC Documents (including all exhibits and schedules thereto) contained or, in the case of the Acquiror Post-Signing SEC Documents, will contain, any untrue statement of a material fact or omitted or, in the case of the Acquiror Post-Signing SEC Documents, will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The consolidated financial statements of Parent and Buyer Acquiror included in the Acquiror SEC Documents complied comply or, in the case of the Acquiror Post-Signing SEC Documents, will comply as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been or, in the case of the Acquiror Post- Signing SEC Documents, will have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, for the lack of normal year- end adjustments, the absence of footnotes and as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved subject thereto (except as may have been be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SECthereto) and fairly present the consolidated financial position of Acquiror and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent or Buyer, as the case may be, and their consolidated subsidiaries as at the dates thereof adjustments and the consolidated results absence of their operations and cash flows for footnotes). Except as disclosed in the periods then ended. Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the Acquiror SEC Documents, if Parent as required by GAAP or Buyer were as required to file such Form 10-K for by any Governmental Entity, Acquiror has not, since December 31, 1997, made any change in accounting practices or policies applied in the period ended on the date immediately preceding the date preparation of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECfinancial statements.

SEC Documents. Parent and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement has timely filed by Parent or Buyer with the SEC on all forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it since December 31, 2006 under the Securities Act, or after January 1the Exchange Act (such documents, 1994 (as supplemented and amended since the "time of filing, collectively, the “Buyer SEC Documents"”), which are all the documents (other than preliminary materials) that Parent and . No subsidiary of Buyer were is required to file any form, report, registration statement, prospectus or other document with the SEC. To the knowledge of Buyer, the Buyer SEC on Documents, including any financial statements or after January 1schedules included in the Buyer SEC Documents, 1994. As of their respective dates orat the time filed (and, in the case of registration statements and proxy statements, their effective dateson the dates of effectiveness and the dates of mailing, none respectively and, in the case of any Buyer SEC Document amended or superseded by a filing prior to the SEC Documents date of this Agreement, then on the date of such amending or superseding filing): (including all exhibits and schedules theretoa) contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the SEC Documents (b) complied when filed in all material respects with the then applicable requirements of the Exchange Act and the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer (including the related notes) included in the Buyer SEC Documents at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Buyer SEC Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with the then applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by or Form 10-QSB of the SEC) ), and fairly present (subject, in the case of the unaudited statements, to normal year-end normal, recurring audit adjustmentsadjustments not material in amount and giving effect to amendments of Buyer SEC Documents) in all material respects the consolidated financial position of Parent or Buyer, as the case may be, Buyer and their its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SEC.

SEC Documents. Parent and Buyer have furnished the Companyhas delivered to Sellers each registration statement, WJR and DCR with a correct and complete copy of each report, scheduleproxy statement or information statement prepared and filed with the Securities and Exchange Commission by it since June 30, 2003, each in the form (including exhibits and final registration statement any amendments thereto) filed by Parent or Buyer with the SEC on or after January 1(collectively, 1994 (the "SEC Documents"“Buyer Reports”), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective dates or, in the case of registration statements, their effective dates, none the Buyer Reports (i) complied as to form in all material respects with the applicable requirements of the SEC Documents Securities Act, the Securities Exchange Act of 1934, as amended (including all exhibits the “Exchange Act”), and schedules theretothe rules and regulations thereunder and (ii) contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Buyer Reports (including the related notes and schedules) fairly presents, and the SEC Documents complied when filed in all material respects respects, the consolidated financial position of Buyer and its Subsidiaries as of its date, and each of the consolidated statements of income, retained earnings and cash flows included in or incorporated by reference into the Buyer Reports (together with the then applicable requirements related notes and schedules) fairly presents, in all material respects, the results of the Securities Act operations, retained earnings or the Exchange Actcash flows, as the case may be, of Buyer and its Subsidiaries for the rules periods set forth therein (subject to the lack of footnote disclosure and regulations promulgated by normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with United States generally accepted accounting principles consistently applied during the SEC thereunderperiods involved, except as may be noted therein. The financial statements of Parent Except as and Buyer included to the extent set forth in the SEC Documents complied as to form in consolidated balance sheet of Buyer and its Subsidiaries at December 31, 2003, including all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect notes thereto, were or as set forth in the Buyer Reports, neither Buyer nor any of its Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Buyer or in the notes thereto, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (consistently applied, except as may have been indicated liabilities arising in the notes thereto or, in the case ordinary course of the unaudited statements, as permitted by Form 10-Q promulgated by the SEC) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent or Buyer, as the case may be, and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file business since such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECdate.

SEC Documents. Parent and Buyer have furnished the CompanyRinger has filed all required reports, WJR and DCR with a correct and complete copy of each reportschedules, scheduleforms, statements, and final registration statement filed by Parent or Buyer other documents with the SEC on or after since January 1, 1994 1995 (together with later filed documents that revise or supersede earlier filed documents, the "RINGER SEC DocumentsDOCUMENTS"), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective dates ordates, the Ringer SEC Documents complied as to form in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case of registration statementsmay be, their effective dates, none and the rules and regulations of the SEC promulgated thereunder applicable to such Ringer SEC Documents. None of the Ringer SEC Documents (including all exhibits and schedules thereto) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer Ringer included in the Ringer SEC Documents complied as of their respective dates of filing with the SEC as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-QSB of the Exchange Act) applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto orthereto), in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SEC) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent or Buyer, as the case may be, Ringer and their its consolidated subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Parent and Buyer have filed all documents and agreements which were required to be filed Except as exhibits to set forth in the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the Ringer SEC Documents, if Parent and except for liabilities and obligations incurred in the ordinary course of business consistent with past practice, neither Ringer nor any of its subsidiaries has any liabilities or Buyer were obligations of any nature (whether accrued, absolute, contingent or otherwise) required by generally accepted accounting principles to file such Form 10-K for be set forth in a consolidated balance sheet of Ringer and its consolidated subsidiaries or in the period ended notes thereto which, individually or in the aggregate, would have, a material adverse effect on the date immediately preceding the date business or results of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) operations of Regulation S-K promulgated by the SEC.Ringer. 4.08

SEC Documents. Parent and Buyer have The Purchaser has furnished the Company, WJR and DCR Shareholders with a correct and complete copy of each report, schedule, and final registration statement filed by Parent or Buyer the Purchaser with the SEC on or after January 1, 1994 2001 (the "SEC Documents"), which are all the documents (other than preliminary materials) that Parent and Buyer were the Purchaser was required to file with the SEC on or after January 1, 19942001. As of their respective dates or, in the case of registration statements, their effective dates, none of the SEC Documents (including all exhibits and schedules thereto) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer the Purchaser included in the SEC Documents complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SEC) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent or Buyer, as the case may be, Purchaser and their its consolidated subsidiaries as at the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended. Parent and Buyer have The Purchaser has filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III 7.4 sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer the Purchaser were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SEC.

SEC Documents. Parent and Buyer have furnished To the Companyknowledge of the Seller, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement the Company has filed by Parent or Buyer with the SEC on or after January 1all reports, 1994 statements, schedules and other documents (collectively, the "“SEC Documents"), which are all the documents (other than preliminary materials”) that Parent and Buyer were required to file with be filed by it pursuant to the SEC on or after January 1Securities Act, 1994and the Exchange Act. As of their respective dates ordates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case of registration statementsmay be, their effective dates, none and the rules and regulations of the SEC Documents (including all exhibits and schedules thereto) promulgated thereunder, except that certain current reports may not have been timely filed. None of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Except (a) as may be indicated in the notes to the Financial Statements or (b) in the case of the unaudited interim statements, were as filed under Form 6-K under the Exchange Act, the Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SEC) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) all material respects the consolidated and consolidating financial position of Parent or Buyer, the Company as the case may be, and their consolidated subsidiaries as at of the dates thereof and the consolidated results of their its operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal recurring year-end adjustments and footnotes). Parent and Buyer have Except as set forth in the Financial Statements filed all documents and agreements which were required to be filed as exhibits with the SEC prior to the SEC Documents. SCHEDULE III sets forth a correct and complete list date hereof, the Company has no liabilities, whether absolute, contingent or otherwise, other than (x) liabilities incurred in the ordinary course of all documents or agreements, if any, which would be included as exhibits business subsequent to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement such Financial Statements, (y) obligations under contracts and long-term debt agreements commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such Financial Statements, which liabilities and obligations referred to in clauses (x) and (y), individually or in the aggregate, are not required material to be filed pursuant to Item 601(b)(4)(iii)(Athe financial condition or operating results of the Company, and (z) of Regulation S-K promulgated by liabilities and obligations incurred in connection with the SECClosing.

SEC Documents. Parent and Buyer have furnished INDI hereby makes reference to the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement following documents filed by Parent or Buyer with the SEC United States Securities and Exchange Commission (the "SEC"), as posted on or after January 1the SEC's website, 1994 XXX.XXX.XXX: (collectively, the "SEC Documents")): (a) Annual Report on Form 10-KSB for the fiscal year ended December 31, which are 2001; (b) General Form For Registration of Securities Of Small Business Issuers on Form 10-SB12G as filed on December 4, 2000, and all amendments thereto; and (c) Quarterly Reports on Form 10-QSB for the periods ended March 31, 2001, June 30, 2001, September 30, 2001, March 31, 2002, June 30, 2002 and September 30, 2002, and all amendments thereto. The SEC Documents constitute all of the documents (other than preliminary materials) and reports that Parent and Buyer were INDI was required to file with the SEC pursuant to the Securities Exchange Act of 1934 ("Exchange Act") and the rules and regulations promulgated thereunder by the SEC since the effectiveness of INDI's Form 10-SB12G filed on or after January 1December 4, 19942000. As of their respective dates or, in the case of registration statements, their effective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and none of the SEC Documents (including all exhibits and schedules thereto) contained any an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer INDI included in the SEC Documents complied comply as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles in the United States (except, in the case of unaudited statements, as permitted by the applicable form under the Exchange Act) applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SECthereto) and fairly present the financial position of INDI as of the dates thereof and its statements of operations, stockholders' equity and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal and recurring year-end audit adjustments) adjustments which were and are not expected to have a material adverse effect on INDI, its business, financial condition or results of operations). Except as and to the extent set forth on the consolidated financial position balance sheet of Parent INDI as of September 30, 2002, including the notes thereto, INDI has no liability or Buyerobligation of any nature (whether accrued, as the case may beabsolute, contingent or otherwise and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were whether required to be filed as exhibits reflected on a balance sheet or not), except for liabilities and obligations incurred in the ordinary course of business consistent with past practices since September 30, 2002 which in the aggregate could not reasonably be expected to the SEC Documents. SCHEDULE III sets forth have a correct and complete list material adverse effect on INDI, its business, financial condition or results of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECoperations.

SEC Documents. Parent has filed all required forms, reports, exhibits, schedules, statements and Buyer other documents with the SEC since September 2, 1998 (collectively, the "Parent SEC Reports"), all of which were prepared in accordance with the applicable requirements of the Securities Laws. All required Parent SEC Reports have furnished been filed with the CompanySEC and constitute all forms, WJR reports, exhibits, schedules, statements and DCR with a correct and complete copy of each report, schedule, and final registration statement other documents required to be filed by Parent or Buyer with under the SEC on or after January 1Securities Laws since September 2, 1994 (the "SEC Documents"), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 19941998. As of their respective dates or, in the case of registration statements, their effective dates, none Parent SEC Reports, including any financial statement or schedules included or incorporated therein by reference (i) complied as to form in all 34 41 material respects with the applicable requirements of the SEC Documents Securities Laws and (including all exhibits and schedules theretoii) contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements . Each of the Securities Act consolidated balance sheets of Parent included in or incorporated by reference into Parent SEC Reports (including the Exchange Actrelated notes and schedules) fairly presents the consolidated results of operations and cash flow position of Parent and Parent Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Parent included in or incorporated by reference into Parent SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer included Parent Subsidiaries for the periods set forth therein (subject, in the SEC Documents complied as case of unaudited statements, to form normal year-end audit adjustments which would not be material in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect theretoamount or effect), were prepared in each case in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved (involved, except as may have been indicated in the notes thereto orbe noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SECpursuant to Section 13 or 15(d) and fairly present (subject, in the case of the unaudited statements, Exchange Act. All of such balance sheets and statements complied as to normal year-end audit adjustments) form in all material respects with applicable accounting requirements and with the consolidated financial position of Parent or Buyer, as the case may be, published rules and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any regulations of the SEC Documents, if with respect thereto. No Parent Subsidiary is subject to the periodic reporting requirements of the Exchange Act or Buyer were is otherwise required to file such Form 10-K for any documents with the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECSEC or any national securities exchange or quotation service or comparable Governmental Entity.

SEC Documents. Parent MIGI has filed all required reports, schedules, forms, statements and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement filed by Parent or Buyer other documents with the SEC on or after since January 1, 1994 2004 (the "“MIGI SEC Documents"”), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective dates orits date, each MIGI SEC Document complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case of registration statementsmay be, their effective datesand the rules, none policy statements and regulations of the SEC Documents (including all exhibits promulgated thereunder applicable to such MIGI SEC Documents, and schedules thereto) contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (other than in the case of registration statements of MIGI filed under the Securities Act, in light of the circumstances under which they were made, ) not misleading, and except to the extent that such MIGI SEC Documents have been modified or superseded by a later filed MIGI SEC Document. The consolidated financial statements of MIGI included in MIGI’s annual report on Form 10-K for the fiscal year ended December 31, 2006, complied when at the time they were filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer included in the SEC Documents complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were 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 have been be indicated in the notes thereto or, thereto) and each fairly presented in all material respects the case consolidated financial position of MIGI as of the unaudited statements, as permitted by Form 10-Q promulgated by dates thereof and the SEC) consolidated results of its operations and fairly present cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments) ). Except for liabilities incurred in connection with the consolidated financial position transactions contemplated by this Agreement or in the ordinary course of Parent or Buyer, as business since the case may be, and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any date of the most recent balance sheet included in the MIGI SEC Documents, if Parent neither MIGI nor any Subsidiary of MIGI has any liabilities or Buyer were obligations of any nature (whether accrued, absolute, contingent or otherwise) required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required by GAAP to be filed pursuant set forth on a consolidated balance sheet of MIGI or the notes thereto which, individually or in the aggregate, would have a MIGI Material Adverse Effect. None of the Subsidiaries of MIGI is subject to Item 601(b)(4)(iii)(A) the informational reporting requirements of Regulation S-K promulgated by Section 13 of the SECExchange Act.

SEC Documents. Parent and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement Merchants has timely filed by Parent or Buyer with the SEC its Annual Report on Form 10 K, as amended through the date of this Agreement, for the fiscal year ended December 31, 2014 (the “Merchants 2014 Form 10-K”), and all other reports, registration statements, definitive proxy statements or after information statements required to be filed or furnished by Merchants subsequent to January 1, 1994 2015, and on or prior to the date of this Agreement, under the Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (collectively, the "“Merchants SEC Documents"”), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective dates or, in the case of registration statements, their effective dates, none All of the Merchants SEC Documents (including all exhibits i) complied as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and schedules thereto(ii) contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Merchants SEC Document (including the related notes and schedules thereto) fairly presents the financial position of Merchants as of its date, and each of the statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such Merchants SEC Documents complied when filed (including any related notes and schedules thereto) fairly presents the results of operations, changes in all material respects with the then applicable requirements of the Securities Act or the Exchange Actshareholders’ equity and changes in cash flows, as the case may be, and of Merchants for the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer included periods to which it relates, in the SEC Documents complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared each case in accordance with generally accepted accounting principles GAAP consistently applied on a consistent basis during the periods involved (involved, except in each case as may have been indicated in the notes thereto orbe otherwise noted therein, and subject to normal year end audit adjustments in the case of the unaudited financial statements, as permitted by Form 10-Q promulgated by the SEC) and fairly present (subject, . Except for those liabilities that are fully reflected or reserved against in the case most recent audited consolidated balance sheet of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent or Buyer, as the case may be, Merchants and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on its Subsidiaries contained in Merchants 2014 Form 10-K and which have not heretofore been and, except for liabilities reflected in the Merchants SEC Documents filed as an exhibit prior to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not or incurred in the ordinary course of business consistent with past practices or in connection with this Agreement, since December 31, 2014, neither Merchants nor any of its Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be filed pursuant to Item 601(b)(4)(iii)(A) set forth on its consolidated balance sheet or in the notes thereto, other than in the ordinary course of Regulation S-K promulgated by the SECits banking business.

SEC Documents. Parent and Buyer have furnished Since January 7, 1997, the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement Company has timely filed by Parent or Buyer with the SEC on or after January 1, 1994 Securities and Exchange Commission (the "SEC") all reports, statements, schedules and other documents and any amendments thereto (collectively, the "SEC DocumentsDOCUMENTS"), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with be filed by it pursuant to the SEC on or after January 1, 1994Securities Exchange Act of 1934 (the "EXCHANGE ACT") . As of their respective dates or, in the case of registration statements, their effective dates, the SEC Documents, complied in all material respects with the requirements of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Documents (including all exhibits and schedules thereto) Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer included in the SEC Documents (the "FINANCIAL STATEMENTS"), complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Except (i) as may be indicated in the notes to the Financial Statements or (ii) in the case of the unaudited interim statements, were as permitted by Form 10-QSB under the Exchange Act, the Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SEC) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments) ). There are no liabilities of the consolidated financial position of Parent Company or Buyerthe Subsidiary, as the case may bewhether absolute, and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents contingent or agreementsotherwise, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit reflected in the Financial Statements, other than liabilities incurred in the ordinary course of business subsequent to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements such Financial Statements, which liabilities, individually or in the aggregate, are not required material to be filed pursuant to Item 601(b)(4)(iii)(A) the financial condition or operating results of Regulation S-K promulgated by the SECCompany.

SEC Documents. Parent and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement filed by Parent or Buyer The Seller has made all filings with the SEC on or after January 1that it has been required to make under the Securities Act of 1933, 1994 as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act") since December 31, 1996. The Seller has provided to the Purchaser a true, complete and correct copy of Seller's annual report on Form 10-K for the fiscal year ended December 31, 1996, together with all amendments thereto, and any and all filings with the SEC made by Seller (including all requested exhibits to such filings) since the filing of said Form 10-K (all such documents that have been filed with the SEC, as amended, are referred to as the "Seller SEC Documents"), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective dates ordates, and except as amended, the Seller SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case of registration statementsmay be, their effective dates, and none of the Seller SEC Documents (including all exhibits and schedules thereto) contained any untrue statement of a an material fact or omitted to state a material fact required to be stated therein herein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The consolidated financial statements of Parent the Seller and Buyer its Subsidiaries included in the Seller SEC Documents complied comply as to form in all material respects with the then applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SECQ) and fairly present (subject, in the case of the unaudited statements, to normal year-end recurring audit adjustments) the consolidated financial position of Parent or Buyer, the Seller and its Subsidiaries as the case may be, and their consolidated subsidiaries as at of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were required to be filed Except as exhibits to set forth in the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the Seller SEC Documents, if Parent since December 31, 1996, (i) there have been no material adverse changes in the business, operations or Buyer were required financial condition of each of the Seller and each of its Subsidiaries and (ii) the operations of each of the Seller and each of its Subsidiaries have been conducted in the ordinary course of business except as previously disclosed in writing to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECPurchaser.

SEC Documents. Parent Buyer has filed all required forms, reports, schedules, statements and Buyer have furnished the Company, WJR other documents (including exhibits and DCR with a correct and complete copy of each report, schedule, and final registration statement filed by Parent or Buyer other information incorporated therein) with the SEC on or after January 1since December 31, 1994 1998 through the date hereof (collectively, the "Buyer SEC DocumentsReports"), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective dates dates, or, in the case of registration statementsif amended, their effective dates, none as of the date of the last such amendment, each Buyer SEC Documents Report, (including a) complied in all exhibits material respects with the applicable requirements of the Securities Act, the Exchange Act, and schedules theretothe rules and regulations thereunder applicable to such Buyer SEC Reports and (b) contained at the time they were filed did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, . Each of the consolidated balance sheets included in or incorporated by reference into the Buyer SEC Reports (including the related notes and the SEC Documents complied when filed schedules) fairly presents in all material respects with the then applicable requirements consolidated financial position of Buyer and its Subsidiaries as of its date, and each of the Securities Act consolidated statements of operations, stockholders' equity and cash flows included in or incorporated by reference into the Exchange ActBuyer SEC Reports (including any related notes and schedules) fairly presents in all material respects the financial position, results of operations and cash flows, as the case may be, of Buyer and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer included in the SEC Documents complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during its Subsidiaries for the periods involved (except as may have been indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SEC) and fairly present set forth therein (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent or Buyer, as the case may be, and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements adjustments which are not required reasonably likely to be filed pursuant material in amount or effect, and the absence of footnotes), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Except (i) as to Item 601(b)(4)(iii)(Aliabilities arising in the ordinary course of business since the last Buyer SEC Report, (ii) as set forth in the Buyer SEC Reports or (ii) as set forth on Schedule 4.5, neither Buyer nor any of Regulation S-K promulgated by the SECits Subsidiaries has any liabilities or obligations (whether absolute, accrued, contingent, secured or unsecured, matured or unmatured, or otherwise) which would have a Material Adverse Effect on Buyer.

SEC Documents. Parent Inprise has filed all required reports, ------------- schedules, forms, statements and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement filed by Parent or Buyer other documents with the SEC on or after January Securities and Exchange Commission (the "SEC") since June 1, 1994 1997 (the "SEC Documents"), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective dates ordates, the SEC Documents complied in all material respects with requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be and the rules and regulations of registration statementsthe SEC promulgated thereunder applicable to such SEC Documents, their effective dates, and none of the SEC Documents (including all exhibits and schedules thereto) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, and none of the SEC Documents complied when filed contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in all material respects with order to make the then applicable requirements statements therein, in light of the Securities Act or the Exchange Actcircumstances under which they were made, as the case may be, and the rules and regulations promulgated by the SEC thereundernot misleading. The financial statements of Parent and Buyer Inprise included in the SEC Documents complied comply as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SECthereto) and fairly present the financial position of Inprise as of the dates thereof and the results of its operation and cashflows for the periods then ended in accordance with GAAP (subject, in the case of the unaudited statements, to normal year-year end audit adjustments) ). Except as set forth in the consolidated financial position of Parent or Buyer, as the case may be, and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent Inprise has no liabilities or Buyer were obligations of any nature (whether accrued, absolute, contingent or otherwise) required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required by GAAP to be filed pursuant set forth on a balance sheet of Inprise or in the notes thereto and which could reasonably be expected to Item 601(b)(4)(iii)(A) have a material adverse effect on Inprise, except such liabilities incurred in the ordinary course of Regulation S-K promulgated by the SECInprise's business since March 31, 1999, which liabilities do not or would not have a material adverse effect on Inprise.

SEC Documents. Parent and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement Ramtron has timely filed by Parent or Buyer with the SEC on or after January 1, 1994 United States Securities and Exchange Commission (the "SEC DocumentsSEC"), which are ) all of the documents (other than preliminary materials) that Parent and Buyer were Ramtron was required to file with the SEC on or after January 1from December 31, 19942003 through the date hereof (the "Ramtron SEC Documents"). As Except as disclosed in the Ramtron SEC Documents, as of their respective dates ordates, the Ramtron SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of registration statementsthe SEC then applicable to such Ramtron SEC Documents, their effective dates, and none of the Ramtron SEC Documents (including all exhibits and schedules thereto) Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the Ramtron SEC Documents, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The consolidated financial statements of Parent Ramtron and Buyer its subsidiaries included in the Ramtron SEC Documents complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted general accounting principles applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form Rule 10-Q promulgated by the SEC01 of Regulation S-X) and fairly present presented in accordance with applicable requirements of generally accepted accounting principles (subject, in the case of the unaudited statements, to normal year-end audit recurring adjustments, none of which were or will be material) the consolidated financial position of Parent or Buyer, as the case may be, Ramtron and their consolidated its subsidiaries as at the of their respective dates thereof and the consolidated results of their operations and the consolidated cash flows of Ramtron and its subsidiaries for the periods then endedpresented therein. Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date For purposes of this Agreement and longparagraph the italicized term "material" shall mean any non-term debt agreements which are not required compliance as to be filed pursuant to Item 601(b)(4)(iii)(Aform, or any misstatement or omission of a fact, that individually or in the aggregate would result in an adverse change (A) in the capital, consolidated assets, or consolidated liabilities of Regulation S-K promulgated by Ramtron of more than Five percent (5.0%), or (B) in the SECconsolidated gross income or consolidated gross expenses of Ramtron of more than Ten percent (10.0%).

SEC Documents. Parent Accenture has filed all required reports, schedules, forms, statements and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement other documents required to be filed by Parent or Buyer Accenture with the SEC on or after January 1Securities and Exchange Commission (the "SEC") since July 20, 1994 2001 (the "SEC Documents"), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective dates ordates, the SEC Documents complied in all material respects with requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be and the rules and regulations of registration statementsthe SEC promulgated thereunder applicable to such SEC Documents, their effective dates, and none of the SEC Documents (including all exhibits and schedules thereto) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer Accenture included in Accenture's prospectus filed pursuant to Rule 424(b) of the SEC Documents complied Securities Act on July 20, 2001 comply as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto or, or as described in writing to Microsoft prior to the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SECdate hereof) and fairly present the consolidated financial position of Accenture and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cashflows for the periods then ending in accordance with GAAP (subject, in the case of the unaudited statements, to normal year-year end audit adjustments) ). Except as set forth in the consolidated financial position of Parent or BuyerFiled SEC Documents (as defined below), as of the case may bedate hereof, neither Accenture nor any of its subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Accenture and their its consolidated subsidiaries as at or in the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K notes thereto and which can reasonably be expected to have not heretofore been filed a material adverse effect on Accenture and its subsidiaries taken as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECa whole.

SEC Documents. Parent and Buyer have furnished the Company, WJR and DCR with Midland has made available to Vista a correct true and complete copy of each report, schedule, registration statement, and final registration definitive proxy statement filed by Parent or Buyer Midland with the SEC since December 31, 1995 and prior to or on or after January 1, 1994 the date of this Agreement (the "Midland SEC Documents"), which are all the documents (other than preliminary materialsmaterial) that Parent and Buyer were Midland was required to file with the SEC on or after January 1between December 31, 19941995 and the date of this Agreement. As of their respective dates ordates, the Midland SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of registration statementsthe SEC thereunder applicable to such Midland SEC Documents, their effective dates, and none of the Midland SEC Documents (including all exhibits and schedules thereto) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer Midland included in the Midland SEC Documents complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in the United States ("GAAP") applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form Rule 10-Q promulgated by 01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit normal, recurring adjustments, none of which are material) the consolidated financial position of Parent or Buyer, Midland and its consolidated Subsidiaries as the case may be, and of their consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and the consolidated cash flows of Midland and its consolidated Subsidiaries for the periods presented therein. In addition, Midland has made available to Vista the audited consolidated balance sheets of Midland and its Subsidiaries as of December 31, 1997, together with the audited consolidated statements of operations, shareholder's equity and cash flows of Midland and its Subsidiaries for the year then ended (such audited consolidated financial statements of Midland being referred to as the "Midland Financial Statements"). The Midland Financial Statements were prepared in accordance with GAAP applied on a consistent basis during the periods then endedinvolved and fairly present in accordance with applicable requirements of GAAP the consolidated financial position of Midland and its consolidated Subsidiaries as of its date and the consolidated results of operations and the consolidated cash flows of Midland and its Subsidiaries for the period presented therein. Parent and Buyer have filed all documents and agreements which were required to be filed Except as exhibits to disclosed in the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the Midland SEC Documents, if Parent there are no agreements, arrangements, or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding understandings between Midland and any party who is at the date of this Agreement and long-term debt agreements which or was at any time prior to the date hereof but after December 31, 1995 an Affiliate of Midland that are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by disclosed in the SEC.Midland SEC Documents. (e)

SEC Documents. Parent and Buyer have furnished Seller hereby makes reference to the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement following documents filed by Parent or Buyer PRGU with the SEC on or after January 1, 1994 United States Securities and Exchange Commission (the "SEC DocumentsSEC"), which are as posted on the SEC's website, www.sec.gov (collectively, xxx "XXX Xocuments"): (a) Annual Reports on Form 10-KSB for the fiscal years ended December 31, 2002 and 2001; (b) Quarterly Reports on Form 10-QSB for the periods ended June 30, 2003, March 31, 2003, September 30, 2002, and June 30, 2002, and (c) Current Reports on Form 8-K filed with the SEC. The SEC Documents constitute all of the documents (other than preliminary materials) and reports that Parent and Buyer were PRGU was required to file with the SEC on or after January 1pursuant to the Securities Exchange Act of 1934 ("Exchange Act") and the rules and regulations promulgated thereunder by the SEC since September 30, 19942001. As of their respective dates or, in the case of registration statements, their effective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and none of the SEC Documents (including all exhibits and schedules thereto) contained any an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer PRGU included in the SEC Documents complied comply as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP") (except, in the case of unaudited statements, as permitted by the applicable form under the Exchange Act) applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SECthereto) and fairly present the financial position of PRGU as of the dates thereof and its statements of operations, shareholders' equity and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal and recurring year-end audit adjustments) adjustments which were and are not expected to have a material adverse effect on PRGU, its business, financial condition or results of operations). Except as and to the extent set forth on the consolidated financial position balance sheet of Parent or BuyerPRGU at June 30, as 2003, including the case may benotes thereto, and their consolidated subsidiaries as at liabilities and obligations incurred by PRGU in the dates thereof ordinary course of its business since June 30, 2003, which do not exceed $1,000 in the aggregate, PRGU has no material liability or obligation of any nature (whether accrued, absolute, contingent or otherwise and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were whether required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth reflected on a correct and complete list of all documents balance sheet or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECnot).

SEC Documents. Parent The Company has timely filed all reports, schedules, forms, statements, exhibits and Buyer have furnished other documents required to be filed by it with the CompanySecurities and Exchange Commission (the “SEC” ) pursuant to the reporting requirements of the Securities Exchange Act of 1934, WJR and DCR with a correct and complete copy of each report, scheduleas amended, and final registration statement the rules and regulations promulgated thereunder (the “Exchange Act”) for the twelve (12) months preceding the date hereof (all of the foregoing filed prior to or on the date hereof, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by Parent or Buyer reference therein, being referred to in this Agreement collectively as the “SEC Documents” and individually as a “SEC Document”). Each of the SEC Documents, as it may have been subsequently amended by filings made by the Company with the SEC on or after January 1prior to the date hereof, 1994 (complied in all material respects with the "requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Document as of the date of filing. None of the SEC Documents"), which are all as of the documents (other than preliminary materials) that Parent date of filing and Buyer were required to file as it may have been subsequently amended by filings made by the Company with the SEC on or after January 1prior to the date hereof, 1994. As of their respective dates or, in the case of registration statements, their effective dates, none of the SEC Documents (including all exhibits and schedules thereto) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer included in the SEC Documents complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with accounting principles generally accepted accounting principles applied on a consistent basis in the United States, consistently applied, during the periods involved (except (i) as may have been be otherwise indicated in such financial statements or the notes thereto orthereto, or (ii) in the case of the unaudited interim statements, as permitted by to the extent they may not include footnotes, may be condensed or summary statements or may conform to the SEC’s rules and instructions for Reports on Form 10-Q promulgated by the SECQ) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) all material respects the consolidated financial position of Parent or Buyer, the Company as the case may be, and their consolidated subsidiaries as at of the dates thereof and the consolidated results of their its operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). Parent and Buyer have filed all documents and All material agreements which that were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Documents under Item 601(b)(4)(iii)(A) 601 of Regulation S-K promulgated by (collectively, the SEC“Material Agreements”) to which the Company is a party, or the property or assets of the Company or are subject, have been filed as exhibits to the SEC Documents. All Material Agreements are valid and enforceable against the Company in accordance with their respective terms. The Company is not in breach of or default under any of the Material Agreements, and to the Company’s knowledge, no other party to a Material Agreement is in breach of or default under such Material Agreement, except in each case, for such breaches or defaults as would not reasonably be expected to have a material adverse effect on the Company’s financial condition or results of operations. The Company has not received a notice of termination of any of the Material Agreements.

SEC Documents. Parent and Buyer have furnished the CompanyHeadwaters has filed all required reports, WJR and DCR with a correct and complete copy of each reportschedules, scheduleforms, statements, and final registration statement filed by Parent or Buyer other documents with the SEC on or after January since October 1, 1994 1999 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Headwaters SEC Documents"), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective dates ordates, the Headwaters SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of registration statements, the SEC promulgated thereunder applicable to such Headwaters SEC Documents. As of their effective respective dates, none of the Headwaters SEC Documents (including any and all exhibits and schedules theretofinancial statements therein) contained any untrue statement of a material fact or omitted failed to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The consolidated financial statements of Parent and Buyer Headwaters included in the Headwaters SEC Documents complied comply as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved GAAP (except as may have been indicated in the notes thereto orexcept, in the case of the unaudited consolidated quarterly statements, as permitted by Form 10-Q promulgated by of the SEC) applied on a consistent basis during the period involved (except as may be indicated in the notes thereto), and fairly present fairly, in all material respects, the consolidated financial position of Headwaters and its subsidiaries at the respective dates thereof and the consolidated results of operations and cash flows for the periods specified (subject, in the case of the unaudited quarterly statements, to normal year-end audit adjustments). Except as reflected or reserved against in the Headwaters Financial Statements or otherwise disclosed in the Headwaters Disclosure Letter, Headwaters and its subsidiaries have no material liabilities or other obligations (including contingent liabilities and obligations) except, (i) since the consolidated financial position date of Parent the most recent audited balance sheet included in the Headwaters Financial Statements, liabilities and obligations incurred in the ordinary course of business or Buyer, as the case may be, and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were (ii) that would not be required to be filed as exhibits to reflected or reserved against in the SEC Documents. SCHEDULE III sets forth a correct consolidated balance sheet of Headwaters and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECits subsidiaries prepared in accordance with GAAP.

SEC Documents. Parent and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement The Company has filed by Parent or Buyer with the SEC on or after January 1all reports, 1994 statements, schedules and other documents (collectively, the "SEC Documents"), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with be filed by it pursuant to the Securities Act and the Exchange Act. Since June 30, 2004, all SEC on or after January 1, 1994Documents required to be filed were timely filed. As of their respective dates ordates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of registration statementsthe SEC promulgated thereunder, their effective dates, and none of the SEC Documents (including all exhibits and schedules thereto) Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer included in the SEC Documents (the "Financial Statements") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Except (i) as may be indicated in the notes to the Financial Statements or (ii) in the case of the unaudited interim statements, were as permitted by Form 10-QSB under the Exchange Act, the Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SEC) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) all material respects the consolidated and consolidating financial position of Parent or Buyer, as the case may be, Company and their consolidated its subsidiaries as at of the dates thereof and the consolidated results of their its operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal recurring year-end adjustments and footnotes). Parent and Buyer have Except as set forth in the Financial Statements filed all documents and agreements which were required to be filed as exhibits with the SEC prior to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreementsdate hereof, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to neither the Company nor any of its subsidiaries has any liabilities, whether absolute, contingent or otherwise, other than (i) liabilities incurred in the SEC Documents, if Parent or Buyer were required ordinary course of business subsequent to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement such Financial Statements, (ii) obligations under contracts and long-term debt agreements commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such Financial Statements, which liabilities and obligations referred to in clauses (i) and (ii), individually or in the aggregate, are not required material to be filed pursuant to Item 601(b)(4)(iii)(Athe financial condition or operating results of the Company or any of its subsidiaries and (iii) of Regulation S-K promulgated by liabilities and obligations incurred in connection with the SECClosing Documents and the transactions contemplated thereby.

SEC Documents. Parent Transferee has timely filed with the United States Securities and Buyer have furnished Exchange Commission (the Company“SEC”) all forms, WJR registration statements, reports, schedules and DCR with a correct and complete copy of each report, schedule, and final registration statement statements required to be filed by Parent it under the Exchange Act or Buyer with the SEC Securities Act (all such documents filed on or after January 1prior to the Execution Date, 1994 collectively, the “Transferee SEC Documents”). The Transferee SEC Documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (the "SEC Documents"“Transferee Financial Statements”), which are all at the documents time filed (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective dates or, in the case of registration statements, their effective dates, none solely on the date of effectiveness) (except to the extent corrected by a subsequently filed Transferee SEC Documents Document filed prior to the Execution Date) (including all exhibits and schedules theretoa) contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading and the SEC Documents (b) complied when filed in all material respects with the then applicable requirements of the Exchange Act and the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer included in the SEC Documents complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, Transferee Financial Statements were prepared in accordance with generally accepted accounting principles GAAP, applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by of the SEC) and fairly present (subject, subject in the case of the unaudited statementsstatements to normal, to normal recurring and year-end audit adjustments) in all material respects the consolidated financial position and status of Parent or Buyer, the business of Transferee as the case may be, and their consolidated subsidiaries as at of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended. Parent KPMG LLP is an independent registered public accounting firm with respect to Transferee and Buyer have filed all documents and agreements which were required to be filed has not resigned or been dismissed as exhibits to the SEC Documents. SCHEDULE III sets forth independent registered public accountants of Transferee as a correct and complete list result of all documents or agreementsin connection with any disagreement with Transferee on any matter of accounting principles or practices, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent financial statement disclosure or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECauditing scope or procedures.

SEC Documents. Parent 3.4.1 The Buyer has filed all required forms, reports and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement filed by Parent or Buyer documents with the SEC on or after since January 1, 1994 2003 (collectively, the "Buyer SEC DocumentsReports"), all of which are were prepared in all the documents (other than preliminary materials) that Parent and Buyer were required to file material respects in accordance with the SEC on or after January 1Securities Act of 1933 and the Securities Exchange Act of 1934 (collectively, 1994the "Securities Laws"). As of their respective dates or, in the case of registration statements, their effective dates, none the Buyer SEC Reports (a) complied in all material respects with the applicable requirements of the SEC Documents Securities Laws and (including all exhibits and schedules theretob) contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed . The representation in all material respects with the then applicable requirements clause (b) of the Securities Act preceding sentence does not apply to any misstatement or omission in any Buyer SEC Report filed prior to the Exchange Actdate of this Agreement which was superseded by and corrected in a subsequent Buyer SEC Report filed prior to the date of this Agreement. Each of the consolidated balance sheets of the Buyer included in or incorporated by reference into the Buyer SEC Reports (including any related notes and schedules), as superseded by or corrected in a subsequent Buyer SEC Report filed prior to the date of this Agreement, fairly presents the consolidated financial position of the Buyer and its subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of the Buyer included in or incorporated by reference into the Buyer SEC Reports (including any related notes and schedules), as superseded by or corrected in a subsequent Buyer SEC Report filed prior to the date of this Agreement, fairly presents the results of operations, retained earnings or cash flows, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer included in the SEC Documents complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect theretoBuyer and its subsidiaries for the periods set forth therein, were prepared in each case in accordance with generally accepted accounting principles GAAP consistently applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto orexcept, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by for the SEC) related notes and fairly present (subject, in the case of the unaudited statements, to for normal year-end audit adjustments) the consolidated financial position of Parent adjustments which will not be material in amount or Buyer, as the case may be, and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECeffect.

SEC Documents. Parent BICC has provided to Seller and Buyer have furnished the CompanyShareholder its Registration Statement on Form 10, WJR Annual Report on Form 10-K for the year ended September 30, 1996, its Quarterly Reports on Form 10-Q for the quarters ended December 31, 1996 and DCR with a correct and complete copy of each reportMarch 31, schedule1997, and final registration its proxy statement filed by Parent or Buyer with respect to the SEC Annual Meeting of Stockholders held on or after January 1February 20, 1994 1997 (such documents collectively referred to herein as the "SEC Documents"), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective dates or, in the case of registration statements, their effective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (including all exhibits and schedules thereto) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The consolidated financial statements of Parent and Buyer BICC included in the SEC Documents complied comply as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may have been be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SECthereto) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent or Buyer, BICC and its consolidated Subsidiaries as the case may be, and their consolidated subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (except in the case of interim period financial information for normal year-end adjustments). Parent All material agreements, contracts and Buyer have filed all other documents and agreements which were required to be filed as exhibits to the SEC DocumentsDocuments have been so filed. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be The consolidated balance sheet included as exhibits to an Annual in BICC's Quarterly Report on Form 10-K and which have not heretofore been filed as an exhibit to any of Q for the SEC Documentsquarter ended March 31, if Parent or Buyer were required to file such 1997 (the "Form 10-K for the period ended on Q") reflects, as of the date immediately preceding the date thereof, all liabilities, debts and obligations of this Agreement any nature, kind or manner of BICC and long-term debt agreements which its subsidiaries, whether direct, accrued, absolute, contingent or otherwise, and whether due or to become due that are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECreflected on such balance sheet under generally accepted accounting principles consistently applied.

SEC Documents. Parent Buyer has filed all required forms, reports and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement filed by Parent or Buyer documents with the SEC on or after January 1since December 31, 1994 (collectively, the "Buyer SEC DocumentsReports"), ) all of which are all were prepared in accordance with the documents (other than preliminary materials) that Parent and applicable requirements of the Securities Laws. The Buyer SEC Reports were required to file filed with the SEC on or after January 1in a timely manner and constitute all forms, 1994reports and documents required to be filed by Buyer since December 31, 1994 under the Securities Laws. As of their respective dates or, in the case of registration statements, their effective dates, none the Buyer SEC Reports (i) complied as to form in all material respects with the applicable requirements of the SEC Documents Securities Laws and (including all exhibits and schedules theretoii) contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, . Each of the consolidated balance sheets of Buyer included in or incorporated by reference into the Buyer SEC Reports (including the related notes and schedules) fairly presents the consolidated financial position of Buyer and the SEC Documents complied when filed in all material respects with the then applicable requirements Buyer Subsidiaries as of its date and each of the Securities Act consolidated statements of income, retained earnings and cash flows of Buyer included in or incorporated by reference into the Exchange ActBuyer 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 Buyer and the rules and regulations promulgated by Buyer Subsidiaries for the SEC thereunder. The financial statements of Parent and Buyer included periods set forth therein (subject, in the SEC Documents complied as case of unaudited statements, to form normal year-end audit adjustments which would not be material in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect theretoamount or effect), were prepared in each case in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved (involved, except as may have been indicated in the notes thereto orbe noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SECpursuant to Section 13 or 15(d) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent or Buyer, as the case may be, and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECExchange Act.

SEC Documents. Parent and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement The Company has filed all reports required to be filed by Parent it under the Exchange Act, including pursuant to Section 13(a) or Buyer with 15(d) thereof, for the SEC on one year preceding the date hereof (or after January 1, 1994 such shorter period as the Company was required by law to file such material) (the foregoing materials being collectively referred to herein as the "SEC Documents") on a timely basis, or has received a valid extension of such time of filing (in which case it has made all such filings in the time required by such extension), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective dates orfiling dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the published rules and regulations of registration statementsthe Commission promulgated thereunder, their effective dates, and none of the SEC Documents (including all exhibits and schedules thereto) Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and . The financial statements of the Company included in the SEC Documents complied when filed comply in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer included in the SEC Documents complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were . Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (involved, except as may have been be otherwise specifically indicated in such financial statements or the notes thereto or, in the case of the unaudited interim statements, to the extent they may include footnotes or may be condensed as permitted by Form 10-Q promulgated by the SEC) summary statements, and fairly present (in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of the unaudited statements, to normal year-end audit adjustments) . The Company last filed audited financial statements with the consolidated financial position of Parent or BuyerCommission on August 29, as the case may be1996, and their consolidated subsidiaries as at the dates thereof and Company has not received any comments from the consolidated results Commission in respect of their operations and cash flows for such audited financial statements. Since the periods then ended. Parent and Buyer have date of the financial statements included in the last filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Quarterly Report on Form 10-K and Q, there has been no event, occurrence or development that has had, would have or could reasonably be expected to result in a Material Adverse Effect which have is not heretofore been filed as an exhibit to any of specifically disclosed in the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECDisclosure Materials.

SEC Documents. Parent and Buyer have furnished Since June 30, 1997, the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement Company has timely filed by Parent or Buyer with the SEC on or after January 1Securities and Exchange Commission (the "SEC") all reports, 1994 statements, schedules and other documents (collectively, the "SEC Documents"), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with be filed by it pursuant to the SEC on or after January 1Securities Exchange Act of 1934, 1994as amended (the "Exchange Act"). As of their respective dates or, in the case of registration statements, their effective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Documents (including all exhibits and schedules thereto) Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Parent and Buyer included in the SEC Documents (the "Financial Statements") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved . Except (except i) as may have been be indicated in the notes thereto or, to the Financial Statements or (ii) in the case of the unaudited interim statements, as permitted by Form 10-Q promulgated by QSB under the SEC) Exchange Act, the Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles consistently applied and fairly present (subject, in all material respects the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent or Buyer, the Company as the case may be, and their consolidated subsidiaries as at of the dates thereof and the consolidated results of their operations and consolidated cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal recurring year-end adjustments). Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits Other than liabilities incurred in the ordinary course of business subsequent to the SEC Documents. SCHEDULE III sets forth a correct and complete list date of all documents such Financial Statements, there are no liabilities of the Company, whether absolute, contingent or agreementsotherwise, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit reflected in the Financial Statements, which liabilities, individually or in the aggregate, are material to any the financial condition or operating results of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECCompany.

SEC Documents. Parent The Company has filed all forms, reports and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement documents required to be filed by Parent it under the Exchange Act, including pursuant to Section 13(a) or Buyer with 15(d) thereof, for the SEC on or after January 1, 1994 two years preceding the date hereof (the foregoing reports being collectively referred to herein as the "SEC Documents")) on a timely basis, which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994has received a valid extension of such time of filing. As of their respective dates or, in the case of registration statements, their effective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder and none of the SEC Documents (including all exhibits and schedules thereto) Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited and unaudited consolidated balance sheets of the Company and its Subsidiaries contained in the SEC Documents, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial related consolidated statements of Parent income, changes in stockholders' equity and Buyer included changes in cash flows for the SEC Documents complied as to form in all material respects with periods then ended, including the then applicable accounting requirements and the published rules and regulations of the SEC with respect footnotes thereto, were except as indicated therein, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during consistently followed throughout the periods involved (indicated, except as that unaudited financial statements contained therein do not contain notes and may have been indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SEC) be subject to normal audit adjustments and normal annual adjustments and fairly present (subject, in the case financial condition of the unaudited statements, to normal year-end audit adjustments) the Company and its consolidated financial position Subsidiaries as of Parent or Buyer, as the case may be, and their consolidated subsidiaries as at for the dates thereof and, except as indicated therein, reflects all claims against and all material debts and liabilities of the Company and its consolidated Subsidiaries, fixed or contingent, as at and for the dates thereof; and the consolidated related statements of income, stockholders' equity and changes in cash flows fairly present the results of their the operations of the Company and cash flows its consolidated Subsidiaries and the changes in financial position for the periods then endedperiod indicated. Parent and Buyer have Since the date of the financial statements included in the Company's 14 last filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Quarterly Report on Form 10-K and Q, there has been no event, occurrence or development that has had a Material Adverse Effect which have is not heretofore been filed as an exhibit to specifically disclosed in any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECDisclosure Materials.

SEC Documents. Parent and Buyer have furnished the CompanyCyberGuard has delivered to SnapGear each registration statement, WJR and DCR with a correct and complete copy of each report, scheduleproxy statement or information statement prepared and filed with the Securities and Exchange Commission by it since June 30, 2003, including, without limitation, its Annual Report on Form 10-K for the year ended June 30, 2003, each in the form (including exhibits and final registration statement any amendments thereto) filed by Parent or Buyer with the SEC on or after January 1(collectively, 1994 (the "SEC Documents"“CyberGuard Reports”), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective dates or, in the case of registration statements, their effective dates, none the CyberGuard Reports (i) complied as to form in all material respects with the applicable requirements of the SEC Documents Securities Act, the Securities Exchange Act of 1934, as amended (including all exhibits the “Exchange Act”), and schedules theretothe rules and regulations thereunder and (ii) contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the CyberGuard Reports (including the related notes and schedules) fairly presents, and the SEC Documents complied when filed in all material respects respects, the consolidated financial position of CyberGuard and its Subsidiaries as of its date, and each of the consolidated statements of income, retained earnings and cash flows included in or incorporated by reference into the CyberGuard Reports (together with the then applicable requirements related notes and schedules) fairly presents, in all material respects, the results of the Securities Act operations, retained earnings or the Exchange Actcash flows, as the case may be, of CyberGuard and its Subsidiaries for the rules periods set forth therein (subject to the lack of footnote disclosure and regulations promulgated by 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 SEC thereunderperiods involved, except as may be noted therein. The financial statements of Parent Except as and Buyer included to the extent set forth in the SEC Documents complied as to form in consolidated balance sheet of CyberGuard and its Subsidiaries at June 30, 2003, including all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect notes thereto, were or as set forth in the CyberGuard Reports, neither CyberGuard nor any of its Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of CyberGuard or in the notes thereto, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (consistently applied, except as may have been indicated liabilities arising in the notes thereto or, in the case ordinary course of the unaudited statements, as permitted by Form 10-Q promulgated by the SEC) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent or Buyer, as the case may be, and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file business since such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SECdate.