Common use of SEC Documents Clause in Contracts

SEC Documents. (i) Evergreen has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) as of their respective dates, the SEC Documents complied with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated financial statements of Evergreen included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (i) Evergreen The Company has timely filed or received the appropriate extension of time within which to file with the SEC all required forms, reports, ------------- schedules, forms, statements and other documents with the SEC required to be filed by it since January 1, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as 2014 under the "SEC Documents"); (ii) as of their respective dates, the SEC Documents complied with the requirements of the U.S. Securities Exchange Act of 19331934, as amended (the "Securities Act"), or the Exchange Act, as the case may beamended, and the rules and regulations of the SEC promulgated thereunder applicable to (the “Exchange Act”) and the Securities Act (such documents, as supplemented and amended since the time of filing, collectively, the “Company SEC Documents”). The Company SEC Documents, and none including any financial statements or schedules included therein, at the time filed (and, in the case of registration statements, on the SEC Documents as dates of such dates contained effectiveness) (i) 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 (iiiii) complied in all material respects with the consolidated applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of Evergreen the Company included in the Company SEC Documents comply at the time filed (and, in the case of registration statements, on the dates of effectiveness) were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis thereto during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule Form 10-01 Q of Regulation S-X) the SEC), and fairly present, present in all material respectsrespects (subject in the case of unaudited statements to normal, recurring audit adjustments) the consolidated financial position of Evergreen and its consolidated subsidiaries the Company as of at the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments)ended.

SEC Documents. (i) Evergreen Parent has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed all required reports, ------------- schedules, forms, statements and other documents by Parent with the SEC since January 1July 28, 1995 1999 and prior to the date of this Agreement (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "Parent SEC Documents"); , which are all the documents (iiother than preliminary material) as that Parent was required to file with the SEC since such date. As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen Parent included in the Parent SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-XX of the SEC) and fairly present, present in all material respects, the consolidated financial position accordance with applicable requirements of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended GAAP (on the basis stated therein and subject, in the case of the unaudited quarterly statements, to normal year-end audit normal, recurring adjustments), none of which will be material) the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented therein.

SEC Documents. (i) Evergreen The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed all required reports, ------------- schedules, forms, statements and other documents by the Company with the SEC since January 1December 31, 1995 1996 and prior to the date of this Agreement (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "Company SEC Documents"); ) which are all the documents (iiother than preliminary material) as that the Company was required to file with the SEC since such date. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen the Company included in the Company SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-XX of the SEC) and fairly present, present in all material respects, the consolidated financial position accordance with applicable requirements of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended GAAP (on the basis stated therein and subject, in the case of the unaudited quarterly statements, to normal year-end audit normal, recurring adjustments), none of which are material) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein.

SEC Documents. (i) Evergreen The Company has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1December 31, 1995 (such reportsdocuments, schedulestogether with all exhibits and schedules thereto and documents incorporated by reference therein, forms, statements and other documents are hereinafter collectively referred to herein as the "Company SEC Documents"); (ii) as . As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen the Company included in the Company SEC Documents comply as to form complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-XX of the SEC) and fairly present, in all material respects, present the consolidated financial position of Evergreen the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments and other adjustments described therein).

SEC Documents. (i) Evergreen The Company has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 1993 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "Company SEC Documents"); (ii) as . As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the Company SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of Evergreen the Company and its consolidated subsidiaries Subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows changes in financial position for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments and to any other adjustments described therein).

SEC Documents. (i) Evergreen Parent has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC under the Exchange Act since January 1, 1995 1998 (such reportsdocuments, schedules, forms, statements together with all exhibits and other schedules thereto and documents are hereinafter incorporated by reference therein collectively referred to herein as the "Parent SEC Documents"); (ii) as . As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) . Except for an arithmetic currency conversion error in Parent's quarterly report for the period ending September 30, 2001, which was subsequently corrected, the consolidated financial statements of Evergreen Parent included in the Parent SEC Documents comply as to form complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-XX of the SEC) and fairly present, in all material respects, present the consolidated financial position of Evergreen Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments and other adjustments described therein).

SEC Documents. (i) Evergreen The Company has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1relating to periods commencing on or after June 30, 1995 1998 (such reports, schedules, forms, statements and other documents are being hereinafter referred to as the "SEC Documents"); (ii) as . As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement statements of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may otherwise be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of Evergreen the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (i) Evergreen The Company has made available to the Investor a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed all required reports, ------------- schedules, forms, statements and other documents by the Company with the SEC since January 1, 1995 1996 and prior to the date of this Agreement (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "Company SEC Documents"); , which are all the documents (iiother than preliminary material) as that the Company was required to file with the SEC since such date. As of their respective dates, (a) the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended 1933 (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and (b) none of the Company SEC Documents 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 (iii) the . The consolidated financial statements of Evergreen the Company included in the Company SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and present fairly present, in all material respects, the consolidated financial position accordance with applicable requirements of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended GAAP (on the basis stated therein and subject, in the case of the unaudited quarterly statements, to normal year-end audit normal, recurring adjustments), none of which are material) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein.

SEC Documents. (i) Evergreen The Company has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents")) or has filed adequate extensions therefor; (ii) as of their respective dates, the SEC Documents complied with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated financial statements of Evergreen the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, present the consolidated financial position of Evergreen the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (ia) Evergreen The Company has made available to Purchasers a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed all required reports, ------------- schedules, forms, statements and other documents by the Company with the SEC since January 1December 31, 1995 1999 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "Company SEC Documents"); , which are all the documents (iiother than preliminary materials) as that the Company was required to file with the SEC since December 31, 1999. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained as of such 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; and . (iiib) the consolidated The financial statements of Evergreen the Company included in the Company SEC Documents comply Documents, including the notes and schedules thereto, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-XX of the SEC) and fairly present, in all material respects, present the consolidated financial position of Evergreen the Company and its consolidated subsidiaries Subsidiaries as of the their respective dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods then ended presented therein in accordance with applicable requirements of GAAP (on the basis stated therein and subject, in the case of the unaudited quarterly statements, to normal year-end audit normal, recurring adjustments)) applied on a consistent basis during the periods presented.

SEC Documents. (i) Evergreen Company has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 (such all reports, schedules, forms, statements and other documents are hereinafter referred required pursuant to as the Securities Act and the Exchange Act since February 27, 1995 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents"); (ii) as . As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the 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 (iii) the . The consolidated financial statements of Evergreen Company included in the all SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC), applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, present in all material respects, accordance with generally accepted accounting principles the consolidated financial position of Evergreen and its consolidated subsidiaries Company as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (i) Evergreen Parent has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 1994 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "Parent SEC Documents"); (ii) as . As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of Evergreen Parent and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (ia) Evergreen The Company has made available to the Investors a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed all required reports, ------------- schedules, forms, statements and other documents by the Company with the SEC since January 1June 30, 1995 2004 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "“Company SEC Documents"); ”) including the Company’s Annual Report on Form 10-KSB for the year ended June 30, 2007, which are all the documents (iiother than preliminary materials) as that the Company was required to file with the SEC since June 30, 2004. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained as of such 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; and . (iiib) the consolidated The financial statements of Evergreen the Company included in the Company SEC Documents comply Documents, including the notes and schedules thereto, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-XX of the SEC) and fairly present, in all material respects, present the consolidated financial position of Evergreen the Company and its consolidated subsidiaries Subsidiaries as of the their respective dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods then ended presented therein in accordance with applicable requirements of GAAP (on the basis stated therein and subject, in the case of the unaudited quarterly statements, to normal year-end audit normal, recurring adjustments), none of which are material) applied on a consistent basis during the periods presented.

SEC Documents. (i) Evergreen The Company has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 1998 (such reportsdocuments, schedulestogether with all exhibits and schedules thereto and documents incorporated by reference therein, forms, statements and other documents are hereinafter collectively referred to herein as the "SEC Documents"); (ii) as . As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of Evergreen the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments and other adjustments described therein).

SEC Documents. (i) Evergreen The Company has filed all each report, schedule, registration statement and definitive proxy statement required reportsto be filed by the Company, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 Commission (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "Company SEC Documents"); . As of its filing date (ii) as of their respective datesand, with respect to any registration statement, the date on which it was declared effective), each Company SEC Documents complied Document was in compliance, 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, its form and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any no untrue statement of a material fact or omitted to state and did not omit any statement of a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen the Company included in the Company SEC Documents comply complied, at the time of filing with the Commission (and, with respect to any registration statement, at the time it was declared effective), as to form form, in all material respects respects, with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respectsrespects (subject, in the case of the unaudited statements, to normal, recurring year-end audit adjustments), the consolidated financial position of Evergreen the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows changes in financial position for the periods then ended (on ended. Since December 31, 2002, there have been no changes in the basis stated Company's method of accounting for tax purposes or any other purpose. The consolidated financial statements of the Company and its consolidated Subsidiaries as of December 31, 2002, included in the Company SEC Documents disclose all liabilities of the Company and its consolidated Subsidiaries required to be disclosed therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments)contain adequate reserves for taxes and all other material accrued liabilities.

SEC Documents. (i) Evergreen The Company has timely filed all documents that the Company was required reports, ------------- schedules, forms, statements and other documents to file with the SEC Securities and Exchange Commission (the "SEC") under Sections 13 or 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since January 1December 31, 1995 1998 (such reportscollectively, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) as . As of their respective filing dates, or such later date on which such reports were amended, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities 1933 Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the applicable. No SEC Documents as of their respective dates, or such dates later date on which such reports were amended, or press release, containing information material to the business as a whole, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen included in the SEC Documents comply (the "Financial Statements"), when filed, complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except . Except as may be indicated in the notes thereto to the Financial Statements or, in the case of unaudited statements, as permitted by Rule Form 10-01 Q of Regulation S-X) the SEC, the Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present, in all material respects, present the consolidated financial position of Evergreen the Company and its consolidated any subsidiaries as of at the dates thereof and the consolidated results of their operations and consolidated cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit normal, recurring adjustments).

SEC Documents. Coinstar (iand each of its predecessors, if any) Evergreen has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC Securities and Exchange Commission (“SEC”) since January 1, 1995 2004 (such reportsdocuments, schedules, forms, statements together with all exhibits and other schedules thereto and documents are hereinafter incorporated by reference therein collectively referred to herein as the "“Coinstar SEC Documents"”); (ii) as . As of their respective dates, the Coinstar SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 19331934, as amended (the "Securities Act"), or the Exchange Actamended, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Coinstar SEC Documents, and none of the Coinstar SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen Coinstar included in the Coinstar SEC Documents comply as to form complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, present the consolidated financial position of Evergreen Coinstar and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments)ended.

SEC Documents. (i) Evergreen The Company has filed or furnished, as applicable, on a timely basis, all required reports, ------------- schedules, forms, statements and other documents with the Company SEC Documents since January 1, 1995 2013. Each such Company SEC Document (such reportsa) at the time filed, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) as of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), or the Exchange Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument, and none of (b) did not at the SEC Documents as time it was filed (or if amended or superseded by a filing or amendment prior to the Agreement Date, then at the time of such dates contained filing or amendment) 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 (iii) . Each of the consolidated financial statements of Evergreen the Company included in the Company SEC Documents comply filed since January 1, 2013 complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by the rules promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, presented in all material respects, respects the consolidated financial position of Evergreen the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (ia) Evergreen The Company has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred required to as be filed by the Company with the SEC since May 1, 2001 pursuant to Sections 13(a) and 15(d) of the Exchange Act (the "Company SEC Documents"); . (iib) as As of their its respective datesdate, except to the extent that information contained in any Company SEC Documents Document has been revised or superseded by a later filed Company SEC Document, (i) each Company SEC Document complied in all material respects with the requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument, and (ii) none of the Company SEC Documents as of such dates contained contains any untrue statement of a material fact or omitted omits 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; misleading and (iii) the consolidated financial statements of Evergreen the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of Evergreen the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (i) Evergreen The Company has filed all required reports, ------------- schedulesproxy statements, forms, statements forms and other documents with the SEC since January 12, 1995 1994 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "Company SEC Documents"); (ii) as . As of their respective dates, and giving effect to any amendments thereto, (a) the Company SEC Documents Documents, including, without limitation, any financial statements and schedules contained therein, 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 applicable rules and regulations of the SEC promulgated thereunder applicable to such SEC Documentsthereunder, and (b) none of the Company SEC Documents as of such dates 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 made therein, in the light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen the Company included in the Company SEC Documents comply as at the dates thereof complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, present in all material respects, respects the consolidated financial position of Evergreen the Company and its consolidated subsidiaries Subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows changes in financial position for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments and to any other adjustments described therein).

SEC Documents. Prior to the date hereof, ENVOY has delivered to the Shareholders copies of all filings made by ENVOY with the Securities and Exchange Commission since December 31, 1996 (the "ENVOY Reports"). The ENVOY Reports (i) Evergreen has filed were prepared in all required reports, ------------- schedules, forms, statements and other documents material respects in accordance with the SEC since January 1applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) as of their respective dates, the SEC Documents complied with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates 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 ENVOY Reports (including the related notes and (iiischedules) fairly presents the consolidated financial position of ENVOY as of its date and each of the consolidated statements of Evergreen income, retained earnings and cash flows included in or incorporated by reference into the SEC Documents comply as to form in all material respects with applicable accounting requirements ENVOY Reports (including any related notes and schedules) fairly presents the published rules and regulations results of the SEC with respect theretooperations, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during retained earnings or cash flows of ENVOY for the periods involved set forth therein (except as may be indicated in the notes thereto orsubject, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly 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 periods involved, except as may be noted therein, and such financial statements have been prepared from the books and records of ENVOY. These representations shall be deemed to be made with respect to ENVOY Reports filed subsequent to the date hereof at the time of their filing.

SEC Documents. (i) Evergreen The Company has made available to Parent a true and complete copy of each material report, schedule, registration statement and definitive proxy statement filed all required reports, ------------- schedules, forms, statements and other documents by the Company with the SEC since January 1, 1995 1992 and prior to the date of this Agreement (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "Company SEC Documents"); , which are all the material documents (iiother than preliminary material) as that the Company was required to file with the SEC since such date. As of their respective dates, the SEC Documents complied with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the Company SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen the Company included in the Company SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-XX of the SEC) and fairly present, present in all material respects, the consolidated financial position respects in accordance with applicable requirements of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended GAAP (on the basis stated therein and subject, in the case of the unaudited quarterly statements, to normal year-end audit normal, recurring adjustments), none of which will be material) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein.

SEC Documents. (i) Evergreen The Company has furnished the SEC Documents to Investor with the Investment Summary. The Company has filed all required reportsof its SEC Filings for the two year period preceding the date hereof. As of their respective filing dates, ------------- schedulesor such later date on which such reports were amended, forms, statements and other documents the SEC Filings complied in all material respects with the requirements of the Exchange Act. The SEC since January 1, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) Filings as of their respective dates, the SEC Documents complied with the requirements of the Securities Act of 1933or such later date on which such reports were amended, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained 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 (iii) the consolidated . The financial statements of Evergreen included in the SEC Documents Filings comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except . Except as may be indicated in the notes thereto to the financial statements included in the SEC Filings or, in the case of unaudited statements, as permitted by Rule Form 10-01 Q of Regulation S-X) the SEC, such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present, in all material respects, present the consolidated financial position of Evergreen the Company and its consolidated any subsidiaries as of at the dates thereof and the consolidated results of their operations and consolidated cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit normal, recurring adjustments). The shares of Common Stock are currently listed on the Nasdaq Global Market. The Company has not received notice (written or oral) from Nasdaq to the effect that the Company is not in compliance with the continued listing and maintenance requirements of such Trading Market.

SEC Documents. (i) Evergreen The Company has filed all required reportsmade available to the Purchasers a true and complete copy of each annual, ------------- schedules, forms, statements quarterly and other documents report, registration statement (without exhibits) and definitive proxy statement filed by the Company with the SEC Securities and Exchange Commission (the "SEC") since January 1, 1995 2003 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "Company SEC Documents"); (ii) as . As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"), or the Exchange Act, as the case may beapplicable, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents as of such contained on their filing 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; and (iii) , except to the consolidated extent corrected by a subsequently filed Company SEC Document. The financial statements of Evergreen the Company included in the Company SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved GAAP (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Rule under Form 10-01 of Regulation S-XQ under the Exchange Act) and fairly present, in all material respects, presented the consolidated financial position of Evergreen and its consolidated subsidiaries the Company as of the respective dates thereof and the consolidated results of their the Company's operations and cash flows for the periods then ended indicated (on the basis stated therein and subjectsubject to, in the case of unaudited quarterly statements, to normal and recurring year-end audit adjustments).

SEC Documents. (i) Evergreen The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed all required reports, ------------- schedules, forms, statements and other documents by the Company with the SEC since January 1, 1995 and prior to the date of this Agreement (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "Company SEC Documents"); , which are all the documents (iiother than preliminary material) as that the Company was required to file with the SEC since such date. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended 1933 (the "Securities Act"), or the Securities Exchange Act of 1934 (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen the Company included in the Company SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-XX of the SEC) and fairly present, present in all material respects, the consolidated financial position accordance with applicable requirements of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended GAAP (on the basis stated therein and subject, in the case of the unaudited quarterly statements, to normal year-end audit adjustments), as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein.

SEC Documents. The Company has provided or made available to the Purchaser the Company's Annual Report on Form 10-K for the year ended December 31, 1998 (i) Evergreen has filed all required reportsthe "10-K"), ------------- schedulesAmendment No. 1 to the 10-K on Form 10-K/A, formsthe Company's Quarterly Report on Form 10-Q for the quarter ended March 31, statements 1999, the Company's Current Report on Form 8-K dated May 5, 1999, and other documents the Company's proxy statement with the SEC since January 1, 1995 respect to its Annual Meeting of Shareholders for 1999 (such reports, schedules, forms, statements and other documents are hereinafter collectively referred to herein as the "SEC Documents"); (ii) as . As of their respective dates, (i) the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder applicable to such SEC Documents, and (ii) none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, have been were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of Evergreen the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subjectended. Since March 31, 1999, other than as discussed in the case SEC Documents, there has been no material adverse change in the business of unaudited quarterly statementsthe Company and its subsidiaries, to normal year-end audit adjustments)taken as a whole.

SEC Documents. (i) Evergreen The Company has filed all reports required reportsto be filed by it under the Exchange Act, ------------- schedulesincluding pursuant to Section 13(a) or 15(d) thereof, formsfor the two years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, statements and other documents with the SEC since January 1which are specified in Schedule 3.1(l) annexed hereto, 1995 (such reports, schedules, forms, statements and other documents are hereinafter being collectively referred to herein as the "SEC Documents"); (ii) as on a timely basis, or has received a valid extension of such time of filing. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC Commission promulgated thereunder applicable to such SEC Documentsthereunder, and none of the SEC Documents as of such dates 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 (iii) the consolidated . The financial statements of Evergreen the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, . Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (involved, except as may be otherwise indicated in such financial statements or the notes thereto orthereto, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, present in all material respects, respects the consolidated financial position of Evergreen and its consolidated subsidiaries the Company as of and for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and ended, subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). Since the date of the financial statements included in the Company's last filed Quarterly Report on Form 10-Q, there has been no event, occurrence or development that has had a Material Adverse Effect which is not specifically disclosed in any of the Disclosure Materials.

SEC Documents. (i) Evergreen The Company has timely filed all documents that the Company was required reports, ------------- schedules, forms, statements and other documents to file with the SEC Securities and Exchange Commission (the "SEC") under Sections 13 or 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since January 1December 31, 1995 1996 (such reportscollectively, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) as . As of their respective filing dates, or such later date on which such reports were amended, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities 1933 Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the applicable. No SEC Documents as of their respective dates, or such dates later date on which such reports were amended, or press release, containing information material to the business as a whole, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen included in the SEC Documents (the "Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except . Except as may be indicated in the notes thereto to the Financial Statements or, in the case of unaudited statements, as permitted by Rule Form 10-01 Q of Regulation S-X) the SEC, the Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present, in all material respects, present the consolidated financial position of Evergreen the Company and its consolidated any subsidiaries as of at the dates thereof and the consolidated results of their operations and consolidated cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit normal, recurring adjustments).

SEC Documents. (i) Evergreen The Company has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 (such reports, schedules, forms, statements and other documents, including the exhibits thereto and documents incorporated therein by reference, are hereinafter referred to as the "SEC Documents"); (ii) as of their respective dates, the SEC Documents complied with the requirements of the G:\LEGAL\AGREEMNT\MERGER\PIONEER.4TH 8 Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated financial statements of Evergreen the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of Evergreen the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (ia) Evergreen Buyer has filed all reports required reports, ------------- schedules, forms, statements and other documents to be filed by it with the SEC since January 1, 1995 2018, and Buyer has made available to the Sellers (including through the SEC’s ▇▇▇▇▇ database) true, correct and complete copies of all such reportsreports (collectively, schedules, forms, statements and other documents are hereinafter referred to as the "“Buyer’s SEC Documents"”); . As of their respective dates, each of the Buyer’s SEC Documents complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended (ii) the “1934 Act”), and none of the Buyer’s SEC Documents, as of their respective dates, the SEC Documents complied with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents 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 made therein, in light of the circumstances under which they were made, not misleading; and . (iiib) Each of the consolidated financial statements of Evergreen included (including, in each case, any notes thereto) contained in the Buyer’s SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with generally accepted accounting principles applied on a consistent basis during GAAP throughout the periods involved indicated (except as may be indicated in the notes thereto orand except that financial statements included with interim reports do not contain all notes to such financial statements) and each fairly presented in all material respects the consolidated financial position, results of operations and changes in stockholders’ equity and cash flows of Buyer and its consolidated subsidiaries as at the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments which are not expected, individually or in the aggregate, to be material).

SEC Documents. (i) Evergreen The Company has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since relating to periods commencing on or after January 1, 1995 1998 (such reports, schedules, forms, statements and other documents are being hereinafter referred to as the "SEC Documents"); (ii) as . As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement statements of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may otherwise be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of Evergreen the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). No Subsidiary is required to file any form, report or other document with the SEC.

SEC Documents. (i) Evergreen The Company has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1September 30, 1995 1994 (such reportsdocuments, schedulestogether with all exhibits and schedules thereto and documents incorporated by reference therein, forms, statements and other documents are hereinafter collectively referred to herein as the "Company SEC Documents"); (ii) as . As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen the Company included in the Company SEC Documents comply as to form complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of Evergreen the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments and other adjustments described therein).

SEC Documents. (ia) Evergreen Purchaser has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred required to as be filed by Purchaser with the SEC since May 1, 2001 pursuant to Sections 13(a) and 15(d) of the Exchange Act (the "Purchaser SEC Documents"); . (iib) as As of their its respective datesdate, except to the extent that information contained in any Purchaser SEC Documents Document has been revised or superseded by a later filed Purchaser SEC Document, (i) each Purchaser SEC Document complied in all material respects with the requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Purchaser SEC DocumentsDocument, and (ii) none of the Purchaser SEC Documents as of such dates contained contains any untrue statement of a material fact or omitted omits 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; misleading and (iii) the consolidated financial statements of Evergreen Purchaser included in the Purchaser SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of Evergreen Purchaser and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (ia) Evergreen Buyer has filed all reports required reports, ------------- schedules, forms, statements and other documents to be filed by it with the SEC since January 1, 1995 2016, and Buyer has made available to the Sellers (including through the SEC’s ▇▇▇▇▇ database) true, correct and complete copies of all such reportsreports (collectively, schedules, forms, statements and other documents are hereinafter referred to as the "“Buyer’s SEC Documents"”); . As of their respective dates, each of the Buyer’s SEC Documents complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended (ii) the “1934 Act”), and none of the Buyer’s SEC Documents, as of their respective dates, the SEC Documents complied with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents 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 made therein, in light of the circumstances under which they were made, not misleading; and . (iiib) Each of the consolidated financial statements of Evergreen included (including, in each case, any notes thereto) contained in the Buyer’s SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with generally accepted accounting principles applied on a consistent basis during GAAP throughout the periods involved indicated (except as may be indicated in the notes thereto orand except that financial statements included with interim reports do not contain all notes to such financial statements) and each fairly presented in all material respects the consolidated financial position, results of operations and changes in stockholders’ equity and cash flows of Buyer and its consolidated subsidiaries as at the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments which are not expected, individually or in the aggregate, to be material).

SEC Documents. (i) Evergreen The Company has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 1996 (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "SEC Documents"). No subsidiary of the Company is required to file any reports, schedules, forms, statements and or other documents are hereinafter referred to as with the "SEC Documents"); (ii) as SEC. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the such SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of Evergreen the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments and other adjustments described therein).

SEC Documents. (i) Evergreen Kodak has made available to Encad a true, correct and complete copy of Kodak's Annual Report on Form 10-K for the year ended December 31, 2000, quarterly reports on Form 10-Q for the quarters ended March 31, 2001, June 30, 2001 and September 30, 2001, current reports on Form 8-K filed at any time between December 31, 2000 and the date hereof, and definitive proxy statement for the annual meeting of stockholders of Kodak held on May 9, 2001, in each case including all required reports, ------------- schedules, forms, statements amendments thereof and other documents all as filed by Kodak with the SEC since January 1(collectively, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "KODAK SEC DocumentsDOCUMENTS"); (ii) as . As of their respective dates, the Kodak SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the Kodak SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen Kodak included in the Kodak SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved GAAP (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule Form 10-01 Q of Regulation S-Xthe SEC) and fairly presentpresent (subject, in the case of the unaudited statements, to normal, recurring audit adjustments), in all material respects, the consolidated financial position of Evergreen Kodak and its consolidated subsidiaries Subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments)ended.

SEC Documents. (i) Evergreen Company has filed all required reports, ------------- schedules, ------------- forms, statements and other documents with the SEC since January 1December 17, 1995 1997 (such reports, schedules, forms, statements and other documents are being hereinafter referred to as the "SEC Documents"); (ii) as . As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement statements of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may otherwise be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of Evergreen Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (i) Evergreen The Company has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1Securities and Exchange ------------- Commission (the "Commission") all financial statements, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred required by the Securities Act, and Securities Exchange Act of 1934, as amended, (the "EXCHANGE ACT") to as be filed by the Company (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC DocumentsDOCUMENTS"); (ii) as . The Company has delivered or made available to Investor all SEC Documents. As of their respective filing dates, (or if amended, revised or superseded by a subsequent filing with the Commission, then as of the date of such subsequent filing), the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (including any and all financial statements included or incorporated by reference 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 light of the circumstances under which they were are made, not misleading; and (iii) the . The consolidated financial statements of Evergreen the Company and its Subsidiaries included in the all SEC Documents Documents, including any amendments thereto, comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (i) Evergreen Buyer has filed on a timely basis all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 2003 (such reportsdocuments, schedulestogether with all exhibits and schedules thereto and documents incorporated by reference therein, forms, statements and other documents are hereinafter collectively referred to herein as the "“SEC Documents"”); (ii) as . As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such the SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen Buyer included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-QSB of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of Evergreen Buyer and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly the interim financial statements, to normal year-end audit adjustments).

SEC Documents. (i) Evergreen ▇▇▇▇▇▇▇ has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 1998 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) as . As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents 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 (iii) the consolidated . The financial statements of Evergreen ▇▇▇▇▇▇▇ included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with accounting principles generally accepted accounting principles in the United States ("US GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of Evergreen ▇▇▇▇▇▇▇ and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). (ii) ▇▇▇▇▇▇▇ is eligible to use Form S-3 for the filing of a registration statement with the SEC under the Securities Act.

SEC Documents. (i) Evergreen The Company has filed filed, on a timely basis, all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 (such reports, schedules, forms, statements statements, and other documents are hereinafter required to be filed by it with the SEC, pursuant to the reporting requirements of the Securities Exchange Act of 1934, including material filed pursuant to Section 13(a) or 15(d) (all of the foregoing including filings incorporated by reference therein being referred to herein as the "“SEC Documents"”); (ii) as . As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1933, as amended (the "Securities 1934 Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder thereunder, and other federal, state and local laws, rules, and regulations applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted or failed 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 (iii) the consolidated . The financial statements of Evergreen the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto, . Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or, or (ii) in the case of unaudited interim statements, as permitted by Rule 10-01 of Regulation S-Xto the extent they may not include footnotes or may be condensed or summary statements) and fairly present, present in all material respects, respects the consolidated financial position of Evergreen and its consolidated subsidiaries the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (i) Evergreen Purchaser has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as (the "“SEC Documents"); ”) required to be filed by Purchaser with the Securities and Exchange Commission (iithe “SEC”) as since December 31, 2005 pursuant to the Exchange Act. As of their its respective datesdate, except to the extent that information contained in any SEC Documents Document has been revised or superseded by a later filed SEC Document, (i) each SEC Document complied in all material respects with the requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC DocumentsDocument, and (ii) none of the SEC Documents as of such dates contained contains any untrue statement of a material fact or omitted omits 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; misleading and (iii) the consolidated financial statements of Evergreen Purchaser included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles principals (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of Evergreen Purchaser and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (i) Evergreen TMW has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 130, 1995 1998 (such reportsdocuments, schedulestogether with all exhibits and schedules thereto and documents incorporated by reference therein, forms, statements and other documents are hereinafter collectively referred to herein as the "TMW SEC Documents"); (ii) as . As of their respective dates, the TMW SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such TMW SEC Documents, and none of the TMW SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen TMW included in the TMW SEC Documents comply as to form complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-XX of the SEC) and fairly present, in all material respects, present the consolidated financial position of Evergreen TMW and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments and other adjustments described therein). Except as set forth in the TMW SEC Documents, since the date of filing of such financial statements there has been no Material Adverse Change with respect to TMW and its subsidiaries taken as a whole.

SEC Documents. (i) Evergreen Buyer has provided to Seller its Annual Report on Form 10-K for the year ended December 31, 1998, Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999 and June 30, 1999, and its proxy statement with respect to its Annual Meeting of Stockholders for 1999 and any registration statements filed all required reportssince December 31, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 1998 (such reports, schedules, forms, statements and other documents are hereinafter collectively referred to herein as the "SEC Documents"); (ii) as . As of their respective ------------- dates, except as otherwise disclosed in writing to Seller, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder there under applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen Buyer included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of Evergreen Buyer and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subjectended. Since June 30, 1999, other than as discussed in the case SEC Documents, there has been no material adverse change in the business of unaudited quarterly statementsBuyer and its subsidiaries, to normal year-end audit adjustments)taken as a whole.

SEC Documents. (i) Evergreen The Company has delivered or made available ------------- to the Investor true and complete copies of the SEC Documents filed all required reports, ------------- schedules, forms, statements and other documents by the Company with the SEC since January 1during the twelve (12) months immediately preceding the date hereof. The Company has not provided to the Investor any information that, 1995 (such reportsaccording to applicable law, schedulesrule or regulation, formsshould have been disclosed publicly prior to the date hereof by the Company, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) as of their respective dates, the but which has not been so disclosed. The SEC Documents complied comply in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or and/or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates 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 (iii) the consolidated . The financial statements of Evergreen the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto, . Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or, or (ii) in the case of unaudited interim statements, as permitted by Rule 10-01 of Regulation S-Xto the extent they may not include footnotes or may be condensed or summary statements) and fairly present, present in all material respects, respects the consolidated financial position of Evergreen and its consolidated subsidiaries the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (i) Evergreen The Company has filed all required reports, ------------- -------------- schedules, forms, statements and other documents with the SEC Securities and Exchange Commission (the "SEC") since January 1, 1995 2003 (such reports, schedules, --- forms, statements and other documents are hereinafter referred to as the "SEC --- Documents"); (ii) as of their respective dates, the SEC Documents complied in --------- all material respects with the requirements of the Securities Act, or the Securities Exchange Act of 19331934, as amended (the "Securities Exchange Act"), or the Exchange Act, as the case ------------- may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement statements of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, 4 not misleading; and (iii) in all material respects, (a) the consolidated financial statements of Evergreen the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (b) 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 otherwise be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and (c) present fairly present, in all material respects, the consolidated financial position of Evergreen Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (i) Evergreen PTI has made available to MicroLegend a true, correct and complete copy of PTI's Annual Report on Form 10-K for the year ended December 31, 1998, quarterly reports on Form 10-Q for the quarters ended March 31, 1999, June 30, 1999 and September 30, 1999, and definitive proxy statement for the Annual Meeting of Stockholders of PTI held on June 8, 1999, all as filed all required reports, ------------- schedules, forms, statements and other documents by PTI with the SEC since January 1(collectively, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "PTI SEC Documents"); (ii) as . As of their respective dates, the PTI SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the and Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the PTI SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen PTI included in the PTI SEC Documents are complete, accurate and comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles American GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule Form 10-01 Q of Regulation S-Xthe SEC) and fairly presentpresent (subject, in all material respectsthe case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of Evergreen PTI and its consolidated subsidiaries Subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments)ended.

SEC Documents. (i) Evergreen The Company has filed on a timely basis all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 (such reports, schedules, forms, statements and other documents are hereinafter required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, including material filed pursuant to Section 13(a) or 15(d), (all of the foregoing including filings incorporated by reference therein being referred to herein as the "“SEC Documents"”); (ii) as . As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, 1934 Act and the rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto, . Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or, or (ii) in the case of unaudited interim statements, as permitted by Rule 10-01 of Regulation S-Xto the extent they may not include footnotes or may be condensed or summary statements) and fairly present, present in all material respects, respects the consolidated financial position of Evergreen and its consolidated subsidiaries the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (i) Evergreen Panther has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 Securities and Exchange Commission (such the "COMMISSION") all reports, schedules, forms, statements and other documents are hereinafter referred required by the Securities Act or the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") or the rules or regulations promulgated thereunder to as be filed by Panther in each case in the form and with the substance prescribed by either such Act or such rules or regulations (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC DocumentsDOCUMENTS"); (ii) as including, without limitation, proxy information and solicitation materials, in each case in the form and with the substance prescribed by either such Act or such rules or regulations. As of their respective datesfiling dates (or if amended, revised or superseded by a subsequent filing with the Commission then on the date of such subsequent filing), the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such the SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen Panther included in all SEC Documents, including any amendments thereto (the "SEC Documents comply FINANCIAL STATEMENTS"), complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect theretothereto and, have been as at the dates as of which the same were prepared and for the periods then ended, fairly presented in all material respects the financial condition and results of operations of Panther and its affiliates on a consolidated basis in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved (throughout all such periods, except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (disclosed on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsSchedule 5.7(c).. -40-

SEC Documents. (ia) Evergreen Since December 13, 1995, the Purchaser has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 required to be filed under the Securities Act or the Exchange Act (such reportsdocuments filed with the SEC on or before January 15, schedules, forms, statements and other documents are hereinafter 1997 referred to herein as the "Purchaser SEC Documents"); (ii) as . As of their respective dates, (i) the Purchaser SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and (ii) none of the Purchaser SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen the Purchaser included in the Purchaser SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of Evergreen the Purchaser and its consolidated subsidiaries Subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows changes in financial position for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments and to any other adjustments described therein).

SEC Documents. (ia) Evergreen Buyer has filed or furnished all required reports, ------------- schedules, forms, proxy statements, prospectuses, registration statements and other documents required to be filed or furnished by it with the SEC since January 1, 1995 2020, and Buyer has made available to the Company (including through the SEC’s E▇▇▇▇ database) complete and correct copies of all such reportsdocuments (collectively, schedules, forms, statements and other documents are hereinafter referred to as the "“Buyer’s SEC Documents"”); . As of their respective dates (ii) or, if amended or supplemented, as of the date of the most recent amendment or supplement), each of Buyer’s SEC Documents complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Securities Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and any rules and regulations promulgated thereunder, and none of Buyer’s SEC Documents, as of their respective dates, the SEC Documents complied with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents 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 made therein, in light of the circumstances under which they were made, not misleading; and . (iiib) Each of the consolidated financial statements of Evergreen included (including, in the each case, any notes thereto) contained in Buyer’s SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with generally accepted accounting principles applied on a consistent basis during GAAP throughout the periods involved indicated (except as may be indicated in the notes thereto orand except that financial statements included with interim reports do not contain all notes to such financial statements) and each fairly presented in all material respects the consolidated financial position, results of operations and changes in stockholders’ equity and cash flows of Buyer and its consolidated subsidiaries as at the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments which are not expected, individually or in the aggregate, to be material).

SEC Documents. (i) Evergreen The Company has timely filed all documents that the Company was required reports, ------------- schedules, forms, statements and other documents to file with the SEC Securities and Exchange Commission (the "SEC") under Sections_13 or 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since January 1December 31_, 1995 1996 (such reportscollectively, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) as . As of their respective filing dates, or such later date on which such reports were amended, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities 1933 Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the applicable. No SEC Documents as of their respective dates, or such dates later date on which such reports were amended, or press release, containing information material to the business as a whole, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen included in the SEC Documents (the "Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except . Except as may be indicated in the notes thereto to the Financial Statements or, in the case of unaudited statements, as permitted by Rule Form 10-01 Q of Regulation S-X) the SEC, the Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present, in all material respects, present the consolidated financial position of Evergreen the Company and its consolidated any subsidiaries as of at the dates thereof and the consolidated results of their operations and consolidated cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit normal, recurring adjustments).

SEC Documents. The Partnership SEC Documents include all the documents (iother than preliminary material) Evergreen has filed all that the Partnership was required reports, ------------- schedules, forms, statements and other documents to file under the Exchange Act with the SEC since January 1December 31, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) as 2005. As of their respective dates, the Partnership SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Partnership SEC Documents, and none of the Partnership SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen the Partnership included in the Partnership SEC Documents comply were prepared from the books and records of the Partnership and its subsidiaries, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 10.01 of Regulation S-X) and fairly presentpresent in accordance with applicable requirements of GAAP (subject, in all material respectsthe case of the unaudited statements, to normal, recurring adjustments, none of which is material) the consolidated financial position of Evergreen the Partnership and its consolidated subsidiaries as of the their respective dates thereof and the consolidated results of their operations and the consolidated cash flows of the Partnership and its consolidated Subsidiaries for the periods then ended (on presented therein. Notwithstanding the basis stated therein and subject, in the case of unaudited quarterly foregoing statements, the Partnership, the General Partner and the Buyer shall have no liability with respect to normal yearany current report on Form 8-end audit adjustments)K of the Partnership that was “furnished” rather than “filed” with the SEC.

SEC Documents. (i) Evergreen The Company has filed all reports required reportsto be filed by it under the Securities Exchange Act of 1934, ------------- schedulesas amended (the "EXCHANGE ACT"), formsincluding, statements and other documents with pursuant to Section 13(a) or 15(d) thereof, for the SEC since January 1, 1995 three years preceding the date hereof (such reports, schedules, forms, statements and other documents are hereinafter the foregoing materials being collectively referred to herein as the "SEC DocumentsDOCUMENTS"); (ii) as , 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 expiration of any such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC Commission promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated thereunder. The financial statements of Evergreen the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, . Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (involved, except as may be otherwise indicated in such financial statements or the notes thereto orthereto, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, present in all material respects, respects the consolidated financial position of Evergreen and its consolidated subsidiaries the Company as of and for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and ended, subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). Since the date of the financial statements included in the Company's last filed Quarterly Report on Form 10-Q for the quarter ended November 30, 1998, there has been no event, occurrence or development that has had a Material Adverse Effect which has not been specifically disclosed to the Purchasers by the Company.

SEC Documents. (i) Evergreen Allied has timely filed all required ------------- reports, ------------- schedules, forms, statements and other documents with the SEC since January 1January, 1995 1998 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) as . As of their respective dates, the SEC Documents complied with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen Allied included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved presented (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of Evergreen Allied and its consolidated subsidiaries Allied Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly interim financial statements, to normal year-end audit adjustments)) in accordance with GAAP.

SEC Documents. (i) Evergreen has As of their respective filing dates, all reports filed all required reportson or after March 9, ------------- schedules, forms, statements and other documents 2004 by Parent with the SEC since January 1Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, 1995 as amended (such reports, schedules, forms, statements and other documents are hereinafter the “Exchange Act”) (collectively referred to as the "“SEC Documents"”); (ii) as of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents 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 made therein, in light of the circumstances under in which they were made, not misleading; and (iii) , except to the consolidated extent corrected by a document subsequently filed with the SEC. The financial statements of Evergreen Parent, including the notes thereto, included in the SEC Documents comply (the “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, have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule Form 10-01 Q of Regulation S-Xthe SEC) and presented fairly present, in all material respects, respects the consolidated financial position of Evergreen and its consolidated subsidiaries as of Parent at the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end and recurring audit adjustments).

SEC Documents. The Company has delivered or made available to Buyer each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties (iincluding registration statements covering mortgage pass-through certificates) Evergreen has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 1999, (such reportscollectively, schedulesthe "Company Reports"). The Company Reports, which were filed, in all material respects, with the SEC in a timely manner, constitute all forms, statements reports and other documents are hereinafter referred required to as be filed by the Company under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "SEC DocumentsSecurities Laws"); (ii) as . As of their respective dates, the SEC Documents Company Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended Laws and (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary 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 Reports (including the related notes and (iiischedules) fairly presents the consolidated financial position of the Company as of its date and each of the consolidated statements of Evergreen income, retained earnings and cash flows of the Company included in or incorporated by reference into the SEC Documents comply Company Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as to form in all material respects with applicable accounting requirements and the published rules and regulations case may be, of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during Company for the periods involved set forth therein (except as may be indicated in the notes thereto orsubject, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC.

SEC Documents. (i) Evergreen The Company has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since relating to periods commencing on or after January 1, 1995 1997 (such reports, schedules, forms, statements and other documents are being hereinafter referred to as the "SEC Documents"); (ii) as . As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement statements of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may otherwise be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, present in all material respects, respects the consolidated financial position of Evergreen the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. The Company has furnished Investor with a true, correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by La Petite (ior its predecessor) Evergreen has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1Securities and Exchange Commission ("SEC") on or after August 26, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); , which are all the documents (iiother than preliminary material) as that La Petite (or its predecessor) was required to file (or otherwise did file) with the SEC on or after such date. As of their respective dates, the SEC Documents complied with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates (including all exhibits and schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, therein in light of the circumstances under which they were made, not misleading; , and (iii) the consolidated 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 Evergreen La Petite (or its predecessor) as of the fiscal years ended August 26, 1995, August 31, 1996 and August 30, 1997, included in the SEC Documents comply 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, have been were prepared in accordance with generally accepted accounting principles applied on a consistent basis GAAP during the periods involved (except as may be have been indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule Form 10-01 of Regulation S-XQ promulgated by the SEC) and fairly presentpresent (subject, in all material respects, the consolidated case of the unaudited statements to normal audit adjustments) the financial position of Evergreen and its consolidated subsidiaries La Petite as of at the dates thereof and the consolidated its results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments)ended.

SEC Documents. (i) Evergreen Purchaser has made available to Seller a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed all required reports, ------------- schedules, forms, statements and other documents by CB&I with the SEC since January 1, 1995 1998 and prior to the date of this Agreement (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); ) which are all the documents (iiother than preliminary material) as that CB&I has been required to file with the SEC since such date. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen included CB&I contained in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-XX of the SEC) and fairly presentpresent in accordance with applicable requirements of United States generally accepted accounting principles (subject, in all material respectsthe case of the unaudited statements, to normal, recurring adjustments, none of which will be material) the consolidated financial position of Evergreen CB&I and its consolidated subsidiaries as of the their respective dates thereof and the consolidated results of their operations and the consolidated cash flows of CB&I and its consolidated subsidiaries for the periods then ended (on the basis stated therein and subjectpresented therein, in the case of unaudited quarterly statements, to normal year-end audit adjustments)respectively.

SEC Documents. (i) Evergreen Acquiror has filed all required reports, ------------- schedules, formsregistration statements, financial statements and other documents with the SEC since January 1December 31, 1995 2008 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "“Acquiror SEC Documents"”); (ii) as . As of their respective datesdates 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 Acquiror SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Acquiror SEC Documents, and none of the Acquiror SEC Documents as of such dates 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 (iii) the consolidated . The financial statements of Evergreen Acquiror included in the Acquiror SEC Documents comply complied as to form form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto (except, 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 GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xdisclosed therein) and fairly present, present in all material respects, respects the consolidated financial position of Evergreen Acquiror and its consolidated subsidiaries as of the dates thereof Subsidiaries and the consolidated results of their operations operations, changes in shareholders’ equity and cash flows of such companies as of the dates and for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments)shown.

SEC Documents. (i) Evergreen The Company has furnished the Purchaser with a correct and complete copy of each report, schedule and registration statement filed all required reports, ------------- schedules, forms, statements and other documents by the Company with the SEC since on or after January 1, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); , which are all ------------- the documents (iiother than preliminary material) as that the Company was required to file (or otherwise did file) with the SEC on or after such date. As of their respective dates, the SEC Documents complied with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates (including all exhibits and schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; , and (iii) the consolidated 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 Evergreen the Company included in the SEC Documents comply 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, have been were prepared in accordance with generally accepted accounting principles applied on a consistent basis GAAP during the periods involved (except as may be have been indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule Form 10-01 of Regulation S-XQ promulgated by the SEC) and fairly presentpresent (subject, in all material respectsthe case of the unaudited statements, to normal audit adjustments) the consolidated financial position of Evergreen the Company and its consolidated subsidiaries Subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments)ended.

SEC Documents. (i) Evergreen Company has filed all required reports, ------------- schedules, ------------- forms, statements and other documents with the SEC Securities and Exchange Commission (the "SEC") since January 1, 1995 1996 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) as . As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement statements of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect at the time of filing the respective SEC Documents, 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) applied on a consistent basis during the periods involved (except as may otherwise be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of Evergreen Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (i) Evergreen The Partnership has filed with the Commission all required reports, ------------- schedules, forms, schedules and statements and other documents with required to be filed by it under the SEC since January 1, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) as of their respective dates, the SEC Documents complied with the requirements of Exchange Act or the Securities Act since December 31, 2012 on a timely basis (all such documents filed on or prior to the date of 1933this Agreement, as amended (collectively, the "Securities Act"“SEC Documents”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such . The SEC Documents, including any audited or unaudited financial statements and none of the SEC Documents as of such dates contained any untrue statement of a material fact notes thereto or omitted to state a material fact required to be stated therein or necessary in order to make the statements schedules included therein, in light at the time filed, (other than with respect to (d), except to the extent corrected or amended by a subsequently filed SEC Document filed prior to the date of the circumstances under which they were made, not misleading; and this Agreement) (iiia) the consolidated financial statements of Evergreen included in the SEC Documents comply complied as to form in all material respects with applicable requirements of the Exchange Act and the applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, have been (b) were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule Form 10-01 Q of Regulation Sthe Commission), (c) fairly present (subject in the case of unaudited statements to normal, recurring and year-Xend audit adjustments) and fairly present, in all material respects, respects the consolidated financial position of Evergreen and its consolidated subsidiaries the Partnership as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended ended, and (on the basis d) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein and subjector necessary to make the statements therein, in light of the case of unaudited quarterly statementscircumstances in which they were made, not misleading. PricewaterhouseCoopers LLP is an independent registered public accounting firm with respect to normal year-end audit adjustments)the Partnership and has not resigned or been dismissed.

SEC Documents. (ia) Evergreen Buyer has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 (such all reports, schedules, forms, statements and other documents are hereinafter referred required to as be so filed by it since January 1, 1998 under the Securities Act or the Exchange Act including (i) annual reports on Form 10-K for all fiscal years ending during such period, (ii) quarterly reports on Form 10-Q for all fiscal quarters during such period, (iii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the shareholders of Buyer held during such period, and (iv) all of its other reports, statements, schedules and registration statements, including current reports on Form 8-K, filed by Buyer or required to be filed by Buyer with the SEC during such period (collectively, the "SEC Documents"); . (iib) As of its respective date, or if amended as of their respective dates, the SEC Documents complied with the requirements date of the Securities Act of 1933last such amendment, as amended each SEC Document, including any financial statements or schedules included therein (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained i) 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 (iiiii) the consolidated financial statements of Evergreen included in the SEC Documents comply as to form complied in all material respects with the applicable accounting requirements of the Securities Act and the published Exchange Act, as the case may be, and the applicable rules and regulations of promulgated by the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during thereunder. None of Buyer's subsidiaries has any class of securities registered under the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments)Exchange Act.

SEC Documents. (i) Evergreen Apertus has filed all required reports, ------------- schedules, forms, statements statements, and other documents with the SEC since January 1September 30, 1995 1994 (such reportstogether with later filed documents that revise or supersede earlier filed documents, schedules, forms, statements and other documents are hereinafter referred to as the "Apertus SEC Documents"); (ii) as . As of their respective dates, the Apertus SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Apertus SEC Documents, and none . None of the Apertus SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen Apertus included in the Apertus SEC Documents comply complied as of their respective dates of filing with the SEC as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orthereto), in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, present the consolidated financial position of Evergreen Apertus and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (i) Evergreen The Company has filed all required reports, ------------- schedulesproxy statements, forms, statements forms and other documents with the SEC since January 12, 1995 1994 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "Company SEC Documents"); (ii) as . As of their respective dates, and giving effect to any amendments thereto, (a) the Company SEC Documents Documents, including, without limitation, any financial statements and schedules contained therein, 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 applicable rules and regulations of the SEC promulgated thereunder applicable to such SEC Documentsthereunder, and (b) none of the Company SEC Documents as of such dates 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 made therein, in the light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen the Company included in the Company SEC Documents comply as at the dates thereof complied as to form in all material respects with applicable accounting requirements require- ments and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, present in all material respects, respects the consolidated financial position of Evergreen the Company and its consolidated subsidiaries Subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows changes in financial position for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments and to any other adjustments described therein).

SEC Documents. Buyer has delivered to Seller true and correct copies of Seller's Annual Report on Form 10-K for the year ended June 26, 1998, Quarterly Report on Form 10-Q for the quarter ended September 25, 1998 (i) Evergreen has filed all required reports, ------------- schedules, forms, statements and other documents together with the SEC since January 1reports to be delivered by Buyer to Seller pursuant to Section 6.3, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); , each as filed by Buyer with the Securities and Exchange Commission (ii) as the "SEC"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such the SEC Documents, and none of the SEC Documents as of such dates 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 (iii) . As of their respective dates, the consolidated financial statements of Evergreen Buyer included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, . Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto orthereto, or (ii) in the case of unaudited interim statements, as permitted by Rule 10-01 of Regulation S-Xto the extent they may exclude footnotes or may be condensed or summary statements) and fairly present, present in all material respects, respects the consolidated financial position of Evergreen and its consolidated subsidiaries Buyer as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. The Buyer is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (ithe “Exchange Act”), and has timely filed (subject to any permitted extensions for which the Buyer has timely filed) Evergreen has filed with SEC all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 (such periodic reports, schedules, forms, registration statements and other documents are hereinafter referred definitive proxy statements that the Buyer was required to as file with the "SEC Documents"on or after its initial public offering (collectively, the “Buyer SEC Filings”); . Each Buyer SEC Filing, (iii) as of their respective datesits date, 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 and (ii) did not, at the case may betime it was filed, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates 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 made therein, in the light of the circumstances under which they were made, not misleading; and (iii) . Each of the consolidated financial statements of Evergreen included (including in the each case, any notes thereto) contained in any Buyer SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been Filings was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orand, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) on a consistent basis throughout the periods indicated, and each presented fairly the consolidated financial position, results of operations and cash flows of Buyer as of the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal and recurring year-end audit adjustmentsadjustments which did not and would not, individually or in the aggregate, reasonably be expected to have a material and adverse effect to the business, condition (financial or other), results of operations, performance or properties of the Buyer, taken as a whole).

SEC Documents. (i) Evergreen Company has filed all required reports, ------------- schedules, ------------- forms, statements and other documents with the SEC since January 1, 1995 1993 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) as of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement statements of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated financial statements of Evergreen Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles principals (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may otherwise be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of Evergreen Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (i) Evergreen The Company has filed furnished to each Investor the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, excluding exhibits, and, upon request, all documents that the Company was required reportsto file, ------------- scheduleswhich it represents and warrants it did timely file, forms, statements and other documents with the SEC under Sections 13 or 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since January 1December 31, 1995 1998 (such reportscollectively, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) . As of their respective filing dates, or such later date on which such reports were amended, the SEC Documents complied in all material respects with the requirements of the Exchange Act. The SEC Documents as of their respective dates, the SEC Documents complied with the requirements of the Securities Act of 1933or such later date on which such reports were amended, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates 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 (iii) the consolidated . The financial statements of Evergreen included in the SEC Documents ("Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except . Except as may be indicated in the notes thereto to the Financial Statements or, in the case of unaudited statements, as permitted by Rule Form 10-01 Q of Regulation S-X) the SEC, the Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present, in all material respects, present the consolidated financial position of Evergreen the Company and its consolidated any subsidiaries as of at the dates thereof and the consolidated results of their operations and consolidated cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit normal, recurring adjustments).

SEC Documents. (i) Evergreen The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed all required reports, ------------- schedules, forms, statements and other documents by the Company with the SEC since January 1, 1995 1993 and prior to the date of this Agreement (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "Company SEC Documents"); ) which are all the documents (iiother than preliminary material) as that the Company was required to file with the SEC since such date. As of their respective dates, (i) the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and (ii) none of the Company SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen the Company included in the Company SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-XX of the SEC) and fairly presentpresent fairly, in all material respects, the consolidated financial position in accordance with applicable requirements of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended GAAP (on the basis stated therein and subject, in the case of the unaudited quarterly statements, to normal year-end audit normal, recurring adjustments), none of which are material) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein.

SEC Documents. (i) Evergreen The Company has furnished Parent and Acquisition Sub with a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed all required reports, ------------- schedules, forms, statements and other documents by the Company with the SEC since January February 1, 1995 1994 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC DocumentsDOCUMENTS"); , which are all the documents (iiother than preliminary materials) that the Company was required to file with the SEC since that date. The SEC Documents, as of their respective dates, the SEC Documents complied in all material respects with the applicable requirements of the Securities Exchange Act of 19331934, as amended (the "Securities ActEXCHANGE ACT"), or the Exchange Act, as the case may be, ) and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates 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 (iii) the consolidated . The financial statements of Evergreen the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, for the absence of notes thereto or as permitted by Rule Form 10-01 QSB of Regulation S-Xthe SEC) and fairly presentpresent (subject, in all material respectsthe case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of Evergreen Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).ended. The Company has not received any management letters or draft

SEC Documents. (ia) Evergreen PAHOC has filed all required reports, ------------- schedules, forms, statements reports and other documents with the SEC since January 1December 31, 1995 1996 (such reportscollectively, schedules, forms, statements and other documents are hereinafter referred to as the "PAHOC SEC DocumentsReports"); (ii) as , all of which were prepared in accordance with the applicable requirements of the Securities Laws. As of their respective dates, the PAHOC SEC Documents Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended Laws and (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary 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 PAHOC included in or incorporated by reference into the PAHOC SEC Reports (including the related notes and (iiischedules) fairly presents the consolidated financial position of PAHOC and PAHOC Subsidiaries as of its date and each of the consolidated statements of Evergreen income, retained earnings and cash flows of PAHOC included in or incorporated by reference into the PAHOC SEC Documents comply Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as to form in all material respects with applicable accounting requirements the case may be, of PAHOC and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during PAHOC Subsidiaries for the periods involved set forth therein (except as may be indicated in the notes thereto orsubject, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Act.

SEC Documents. (i) Evergreen The Company has filed all reports required reportsto be filed by it under the Exchange Act, ------------- schedulesincluding pursuant to Section 13(a) or 15(d) thereof, forms, statements and other documents with for the SEC since January 1, 1995 three years preceding the date hereof (or such reports, schedules, forms, statements and other documents are hereinafter 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"); (ii) as on a timely basis, or has received a valid extension of such time of filing. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC Commission promulgated thereunder applicable to such SEC Documentsthereunder, and none of the SEC Documents as of such dates 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 (iii) the consolidated . The financial statements of Evergreen the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, . Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (involved, except as may be otherwise indicated in such financial statements or the notes thereto orthereto, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, present in all material respects, respects the consolidated financial position of Evergreen the Company and its consolidated subsidiaries as of and for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and ended, subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). Since the date of the financial statements included in the Company's last filed Quarterly Report on Form 10-Q, there has been no event, occurrence or development that has had a Material Adverse Effect which is not specifically disclosed in any of the Disclosure Materials.

SEC Documents. Mendocino has furnished the Purchaser with a true and ------------- complete copy of the SEC Documents. As of its filing date (i) Evergreen has filed and, with respect to any registration statement, the date on which it or any post-effective amendment was declared effective), each SEC Document was in compliance, in all required reportsmaterial respects, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) as of their respective dates, the SEC Documents complied with the applicable requirements of the Securities Act of 1933, as amended (and the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any no untrue statement of a material fact or omitted to state and did not omit any statement of a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen Mendocino included in the SEC Documents comply complied, at the time of filing with the SEC (and, with respect to any registration statement, at the time it was declared effective), as to form form, in all material respects respects, with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orsubject, in the case of the unaudited statements, as permitted by Rule 10-01 to the omission of Regulation S-Xcertain footnotes) and fairly present, in all material respectsrespects (subject, in the case of the unaudited statements, to normal, recurring year-end audit adjustments) the consolidated financial position of Evergreen and its consolidated subsidiaries Mendocino, as applicable, as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments)presented.

SEC Documents. (i) Evergreen RSI has filed in a timely manner all documents that it was required reportsto file with the Securities and Exchange Commission ("SEC") under Sections 13, ------------- schedules14(a) and 15(d) of the Securities Exchange Act of 1934, formsas amended (the "Exchange Act") and all rules and regulations thereunder, statements and other since the date on which RSI became subject to such reporting requirements. As of their respective filing dates, all documents filed by RSI with the SEC since January 1, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) complied in all material respects with the requirements of the Exchange Act or the Securities Act, as applicable, and all rules and regulations thereunder. None of the SEC Documents contained, as of their respective dates, the SEC Documents complied with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents 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 made therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen RSI included in the SEC Documents (the "RSI Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, . The RSI Financial Statements have been prepared in accordance with generally accepted accounting principles GAAP consistently applied on a consistent basis during and fairly present the consolidated financial position of RSI and its Subsidiaries at the dates thereof and the results of operations and cash flows of RSI and its Subsidiaries for the periods involved then ended (except as may be indicated in the notes thereto orsubject, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (i) Evergreen Camco has made available to STC a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed all required reports, ------------- schedules, forms, statements and other documents by Camco with the SEC since January 1December 31, 1995 and prior to the date of this Merger Agreement (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "Camco SEC Documents"); (ii) as which are all the documents that Camco was required to file with the SEC since such date. As of their respective dates, the Camco SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Camco SEC Documents, and none of the Camco SEC Documents as of such dates contained when filed 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 (iii) the . The consolidated financial statements of Evergreen Camco included in the Camco SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-XX of the SEC) and fairly present, present in all material respects, the consolidated financial position accordance with applicable requirements of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended GAAP (on the basis stated therein and subject, in the case of the unaudited quarterly statements, to normal year-end audit adjustments).adjustments and other adjustments discussed therein) the consolidated financial position of Camco and its consolidated Subsidiaries as of their respective dates and the consolidated

SEC Documents. (i) Evergreen The Company has delivered to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed all required reports, ------------- schedules, forms, statements and other documents by the Company with the SEC since January 1, 1995 1994 and prior to the date of this Agreement (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "Company SEC Documents"); , which are all the documents (iiother than preliminary material) as that the Company was required to file with the SEC since such date. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen the Company included in the Company SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-XX of the SEC) and fairly present, present in all material respects, the consolidated financial position accordance with applicable requirements of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended GAAP (on the basis stated therein and subject, in the case of the unaudited quarterly statements, to normal year-end audit normal, recurring adjustments), which will not be material, either individually or in the aggregate) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein.

SEC Documents. (i) Evergreen has The Company hereby makes reference to the following documents filed all required reports, ------------- schedules, forms, statements and other documents by the Company with the SEC since January 1Commission, 1995 which are available for review on the Commission’s website, ▇▇▇.▇▇▇.▇▇▇ (such reportscollectively, schedules, forms, statements and other documents are hereinafter referred to as the "“SEC Documents")”): (a) the Annual Report; and (iib) as the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2014; and any amendments thereto. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates 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 (iii) the consolidated . The financial statements of Evergreen the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the applicable form under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of Evergreen and its consolidated subsidiaries the Company as of the dates thereof and the its consolidated results statements of their operations operations, stockholders’ equity and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal and recurring year-end audit adjustmentsadjustments which were and are not expected to have a material adverse effect on the Company, its business, financial condition or results of operations). Except as and to the extent set forth on the balance sheet of the Company as of December 31, 2014, including the notes thereto, the Company has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise and whether required to be reflected on a balance sheet or not).

SEC Documents. (i) Evergreen ATDS has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 (such reports, schedules, forms, statements and other documents are required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the "“SEC Documents"”); (ii) as . As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such the SEC Documents, and none of the SEC Documents as of such dates 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 (iii) . As of their respective dates, the consolidated financial statements of Evergreen ATDS included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, . Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis GAAP during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, present in all material respects, respects the consolidated financial position of Evergreen ATDS and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (i) Evergreen The Company has delivered to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed all required reports, ------------- schedules, forms, statements and other documents by the Company with the SEC since January 1, 1995 1994 and prior to the date of this Agreement (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "Company SEC Documents"); , which are all the documents (iiother than preliminary material) as that the Company was required to file with the SEC since such date. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen the Company included in the Company SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-XX of the SEC) and fairly present, present in all material respects, the consolidated financial position accordance with applicable requirements of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended GAAP (on the basis stated therein and subject, in the case of the unaudited quarterly statementsstate ments, to normal year-end audit normal, recurring adjustments), which will not be material, either individually or in the aggregate) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein.

SEC Documents. (i) Evergreen BUYER FINANCIAL STATEMENTS. Peregrine has filed all required forms, reports, ------------- schedules, forms, statements and other documents required to be filed by it with the SEC since January 1and has furnished or made available to the Sellers and the Partners true and complete copies of its Annual Report on Form 10-K for the fiscal year ended March 31, 1995 1998 and its Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 (such reportscollectively, schedules, forms, statements and other documents are hereinafter referred to as the "SEC DocumentsDOCUMENTS"); (ii) as , which Peregrine has filed with the SEC under the Exchange Act. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents 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 made therein, in light of the circumstances under in which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen Peregrine, including the notes thereto, included in the SEC Documents (the "BUYER FINANCIAL STATEMENTS") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule Form 10-01 Q of Regulation S-X) the SEC), and fairly present, in all material respects, present the consolidated financial position of Evergreen and its consolidated subsidiaries as of the dates thereof Buyer and the consolidated results of their its operations and cash flows as of the respective dates and for the periods then ended indicated therein (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). There has been no change in Peregrine's accounting policies except as described in the notes to the Buyer Financial Statements.

SEC Documents. Within the 18-month period immediately preceding the date hereof, the Company has made all filings with the SEC required under the Exchange Act or the Securities Act. The Company has previously made available to Investor complete and accurate copies, as amended or supplemented through the date hereof, of the following forms filed with the SEC: (i) Evergreen has Form 10-QSB under the Exchange Act for the period ended September 30, 2004, (ii) Form 10-KSB under the Exchange Act for the fiscal year ended December 31, 2003, and (iii) each Form 8-K filed all required reports, ------------- schedules, forms, statements by the Company during fiscal years 2003 and other documents with the SEC since January 1, 1995 2004 (such reports, schedules, forms, statements and other documents reports are hereinafter collectively referred to herein as the "SEC DocumentsCOMPANY REPORTS"); (ii) as . As of their respective dates, the SEC Documents complied with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained Company Reports 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; . The audited financial statements and (iii) the consolidated unaudited interim financial statements of Evergreen the Company included in the SEC Documents Company Reports (i) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods involved covered thereby (except as may be indicated therein or in the notes thereto orthereto, and in the case of unaudited quarterly financial statements, as permitted by Rule Form 10-01 of Regulation S-XQSB under the Exchange Act), and (iii) and fairly present, presented in all material respects, the consolidated financial position of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended respects (on the basis stated therein and subject, in the case of the unaudited quarterly interim financial statements, to normal normal, year-end audit adjustments), none of which will be material) the consolidated financial condition, results of operations and cash flows of the Company as of the respective dates thereof and for the periods referred to therein.

SEC Documents. (i) Evergreen Neoprobe has made available to the Investors a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed all required reports, ------------- schedules, forms, statements and other documents by Neoprobe with the SEC since January 1, 1995 (as such reportsdocuments have since the time of their filing been amended, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); ) which are all the documents (iiother than preliminary material) as that Neoprobe was required to file with the SEC since such date. As of their respective dates, the SEC Documents complied in all respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act, Act as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, Documents and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a statement of material fact required to 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 (iii) the consolidated . The financial statements of Evergreen Neoprobe included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule Form 10-01 Q of Regulation S-Xthe SEC) and fairly present, in all material respects, present the consolidated financial position of Evergreen and its consolidated subsidiaries Neoprobe as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments)ended.

SEC Documents. (i) Evergreen The Buyer has filed all required reports, ------------- schedules, forms, statements reports and other documents required to be filed by it with the SEC since January 1through the date of this Agreement (collectively, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC DocumentsBUYER REPORTS"); (ii) as . As of their respective dates, the SEC Documents Buyer Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933Act, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen the Buyer included in the SEC Documents Buyer Reports (i) comply as to form in all material respects with applicable accounting requirements of the Securities Act, the Exchange Act and the published rules and regulations of the SEC with respect thereto, ; (ii) have been prepared in accordance with generally accepted accounting principles GAAP, consistently applied on a consistent basis during throughout the periods involved covered thereby and (except as may be indicated iii) present fairly in accordance with GAAP, consistently applied throughout the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respectsperiods covered, the consolidated financial position of Evergreen and its consolidated subsidiaries the Buyer as of the respective dates thereof and the consolidated results of their operations operations, stockholders; equity and cash flows for the periods then ended (on covered thereby. The accounting and financial records of the basis stated therein Buyer have been prepared and subjectmaintained in accordance with GAAP, in consistently applied throughout the case of unaudited quarterly statements, to normal year-end audit adjustments)periods indicated.

SEC Documents. (i) Evergreen The Company has timely filed all documents that the Company was required reports, ------------- schedules, forms, statements and other documents to file with the SEC Securities and Exchange Commission (the "SEC") under Sections 13 or 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since January 1December 31 , 1995 1996 (such reportscollectively, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) as . As of their respective filing dates, or such later date on which such reports were amended, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities 1933 Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the applicable. No SEC Documents as of their respective dates, or such dates later date on which such reports were amended, or press release, containing information material to the business as a whole, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen included in the SEC Documents (the "Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except . Except as may be indicated in the notes thereto to the Financial Statements or, in the case of unaudited statements, as permitted by Rule Form 10-01 Q of Regulation S-X) the SEC, the Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present, in all material respects, present the consolidated financial position of Evergreen the Company and its consolidated any subsidiaries as of at the dates thereof and the consolidated results of their operations and consolidated cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit normal, recurring adjustments).

SEC Documents. (i) Evergreen has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) as As of their respective dates, the SEC Documents Documents, as defined below, complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), 1933 or the Securities Exchange ActAct of 1934, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates 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 (iii) the consolidated . The financial statements of Evergreen included Purchaser contained in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-XX of the SEC) and fairly presentpresent in accordance with applicable requirements of United States generally accepted accounting principles (subject, in all material respectsthe case of the unaudited statements, to normal, recurring adjustments, none of which will be material) the consolidated financial position of Evergreen Purchaser and its consolidated subsidiaries as of the their respective dates thereof and the consolidated results of their operations and the consolidated cash flows of Purchaser and its consolidated subsidiaries for the periods then ended (on the basis stated therein and subjectpresented therein, in the case of unaudited quarterly statements, to normal year-end audit adjustments).respectively. "

SEC Documents. (i) Evergreen TMW has filed all required reports, ------------- schedules, forms, ------------- statements and other documents with the SEC since January 130, 1995 1998 (such reportsdocuments, schedulestogether with all exhibits and schedules thereto and documents incorporated by reference therein, forms, statements and other documents are hereinafter collectively referred to herein as the "TMW SEC Documents"); (ii) as . As of their respective dates, the TMW SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such TMW SEC Documents, and none of the TMW SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen TMW included in the TMW SEC Documents comply as to form complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-XX of the SEC) and fairly present, in all material respects, present the consolidated financial position of Evergreen TMW and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments and other adjustments described therein). Except as set forth in the TMW SEC Documents, since the date of filing of such financial statements there has been no Material Adverse Change with respect to TMW and its subsidiaries taken as a whole.

SEC Documents. (i) Evergreen Since January 1, 1999, the Company has timely filed all required reports, ------------- schedules, forms, statements and other documents required to be filed by it with the SEC since January 1, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) as . As of their respective dates, and in all material respects, the SEC Documents complied with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of Evergreen the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and operations, cash flows and shareholders' equity for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly interim financial statements, to normal year-end audit recurring adjustments).

SEC Documents. (i) Evergreen Spice has made available to MXP a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed all required reports, ------------- schedules, forms, statements and other documents by Spice with the SEC since January 1December 31, 1995 and prior to or on the date of this Agreement (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "Spice SEC Documents"); , which are all the documents (iiother than preliminary material) as that Spice was required to file with the SEC between December 31, 1995 and the date of this Agreement. As of their respective dates, the Spice SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Spice SEC Documents, and none of the Spice SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen Spice included in the Spice SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-XX of the SEC) and fairly present, present in all material respects, the consolidated financial position accordance with applicable requirements of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended GAAP (on the basis stated therein and subject, in the case of the unaudited quarterly statements, to normal year-end audit normal, recurring adjustments)., none of which are material) the consolidated financial

SEC Documents. (i) Evergreen Except as set forth in Schedule 5.8 hereto, the ------------- ------------ Acquiror has filed all documents required reports, ------------- schedules, forms, statements and other documents to be filed by it with the SEC since January 1, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) as 1996. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen the Acquiror included in the SEC Documents comply complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Form 10-QSB of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of Evergreen the Acquiror and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (on the basis stated therein and subject, in the case of the unaudited quarterly statements, to normal year-end audit adjustmentsadjustments and to any other adjustments described therein).

SEC Documents. (ia) Evergreen Since December 31, 2017, the Purchaser has filed with, or furnished to, as applicable, the SEC all required registration statements, prospectuses, reports, ------------- schedules, forms, statements statements, schedules, certifications and other documents required to be filed with or furnished to, as applicable, the SEC since January 1by the Purchaser (together with all exhibits and schedules thereto and all information incorporated therein by reference, 1995 (such reportscollectively, schedules, forms, statements and other documents are hereinafter referred to as the "Purchaser SEC Documents"); (ii) as . As of their respective dates, or if amended, as of the date of the last such amendment, the Purchaser SEC Documents (i) complied in all material respects with the requirements of the Securities Act of 1933Act, as amended (the "Securities Act"), or the Exchange Act, as and the case may be▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (to the extent then applicable), and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and misleading in any material respect. (iiib) Each of the consolidated financial statements of Evergreen included the Purchaser (including, in each case, any related notes thereto) contained in the Purchaser SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been (i) was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and (ii) fairly present, presents in all material respects, as applicable, the consolidated financial position of Evergreen the Purchaser and its consolidated subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of their the Purchaser's and its Subsidiaries' operations and cash flows for the periods then ended indicated (on the basis stated therein and subjectexcept, in the case of each of sub-clauses (i) and (ii), that the Purchaser's unaudited quarterly statements, interim financial statements were subject to normal year-end audit adjustmentsand quarter-end adjustments and to the absence of certain footnotes).

SEC Documents. (i) Evergreen The Company has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January July 1, 1995 1997 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) as . As of their respective dates, the SEC Documents complied or will comply in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and and, as of their respective dates, none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; . Except to the extent that information contained in any SEC Document has been revised or superseded by a later Filed SEC Document, none of the SEC Documents contains, and (iii) no SEC Documents filed after the consolidated date of this Agreement and prior to the Effective Time will contain, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Evergreen the Company included in the SEC Documents (including, in each case, any notes thereto) comply or will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared or will be prepared in accordance with generally accepted accounting principles as in effect at the time of application thereof ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC and other SEC rules and regulations) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly presentpresent in all material respects, or will fairly present in all material respects, the consolidated financial position of Evergreen the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (ia) Evergreen The Company has made available to Purchaser a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed all required reports, ------------- schedules, forms, statements and other documents by the Company with the SEC since January 1May 31, 1995 1997 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "COMPANY SEC DocumentsDOCUMENTS"); ) including the Company 1998 Form 10-K, which are all the documents (iiother than preliminary materials) as that the Company was required to file with the SEC since May 31, 1997. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained as of such 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; and . (iiib) the consolidated The financial statements of Evergreen the Company included in the Company SEC Documents comply Documents, including the notes and schedules thereto, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-XX of the SEC) and fairly present, in all material respects, present the consolidated financial position of Evergreen the Company and its consolidated subsidiaries Subsidiaries as of the their respective dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods then ended presented therein in accordance with applicable requirements of GAAP (on the basis stated therein and subject, in the case of the unaudited quarterly statements, to normal year-end audit normal, recurring adjustments), none of which are material) applied on a consistent basis during the periods presented.

SEC Documents. (i) Evergreen Since February 7, 1995, the Company has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 (such reports, schedules, forms, statements and other documents are required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC DocumentsDOCUMENTS"); (ii) . The Company has delivered to the Buyer or its representative true and complete copies of the SEC Documents as of their respective filing dates. As of their respective dates, and with respect to the Form 10-KSB filed with respect to the Company's fiscal year ended March 31, 1997, as of the date hereof and the date of Closing, the SEC Documents complied and will comply in all material respects with the requirements of the Securities 1934 Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such the SEC Documents, and none of the SEC Documents as of such dates 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 (iii) . Except as disclosed in SCHEDULE 2(g), as of their respective dates, the consolidated financial statements of Evergreen the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (i) Evergreen The Company has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1March 7, 1995 (1994, including any and all such reports, schedules, forms, statements and other documents are hereinafter filed with the SEC in connection with the distribution of shares of Company Common Stock to shareholders of Galveston-Houston Company (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "SEC Documents"); (ii) as . As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of Evergreen the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments and other adjustments described therein).

SEC Documents. (i) Evergreen The Company has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) as of their respective dates, the Commission all SEC Documents complied (including the Form 10 Registration Statement) that have been required to be filed by it with the Commission and the AMEX, and TreeCon has timely filed (after giving effect to extensions) with the Commission since the Initial Closing Date all SEC Documents that have been required to be filed by it with the Commission and the AMEX. Schedule 3.10 sets forth a true, complete and correct list of all SEC Documents filed by the Company and the respective dates of filing. Each SEC Document filed by the Company complies with all applicable requirements of the Securities Act, the Exchange Act of 1933, as amended (the "Securities Act"), or the Exchange Actapplicable AMEX rules, as the case may be, and and, when filed with the rules and regulations of the SEC promulgated thereunder applicable to such SEC DocumentsSEC, and none of the SEC Documents as of such dates 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 (iii) the . The consolidated financial statements of Evergreen the Company and its Subsidiaries included in the each SEC Documents comply Document complied as to form in all material respects form, as of the dates of its filing with the Commission, with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, have been were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved GAAP (except as may be indicated in the notes thereto orexcept, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthe Commission) and fairly present, in all material respects, present the consolidated financial position of Evergreen the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments consistent with past practices and consistently applied).

SEC Documents. (i) Evergreen The Company has filed with the SEC all required reports, ------------- schedulesstatements, forms, statements schedules and other documents with (collectively, the SEC since January 1, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as 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”); , and the Securities Exchange Act of 1934, as amended from time to time (ii) as the “Exchange Act”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such thereunder, except that certain current reports may not have been timely filed. None of the SEC Documents, and none of at the SEC Documents as of such dates 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 (iii) . As of their respective dates, the consolidated financial statements of Evergreen included in the SEC Documents comply (the “Financial Statements”) complied as to form in all material respects with 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, as permitted by Form 10-Q 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 be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, present in all material respects, respects the consolidated and consolidating financial position of Evergreen and its consolidated subsidiaries the Company as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustmentsadjustments and footnotes).