Common use of SEC Reports Clause in Contracts

SEC Reports. (a) The Company has timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, statements and other documents required to be filed by the Company with the SEC, and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 (collectively, the “Company SEC Reports”). The Company SEC Reports, as filed with or furnished to the SEC, (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iii) did not, at the time they were filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements were made, not misleading. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC with respect to the Company SEC Reports. As of the date hereof, to the Knowledge of the Company, none of the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC review.

SEC Reports. (a) Disclosure Materials. The Company has timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, forms, statements and other documents required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the twelve months preceding the date hereof on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension and has filed all reports, schedules, forms, statements and other documents required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof. Such reports required to be filed by the Company under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, together with any materials filed or furnished by the SECCompany under the Exchange Act, whether or not any such reports were required being collectively referred to herein as the “SEC Reports” and, together with this Agreement and any documents or information furnished the Schedules to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 (collectivelythis Agreement, the “Company SEC ReportsDisclosure Materials”). The Company SEC ReportsAs of their respective dates (or, as filed with if amended or furnished superseded by a filing prior to the SECClosing Date, (i) then on the date of such filing), the SEC Reports filed by the Company complied as to form in all material respects with the requirements of the Securities Act or and the Exchange ActAct (as applicable) and the rules and regulations of the Commission promulgated thereunder, as and none of the case may be, applicable to such Company SEC Reports, as the case may bewhen filed (or, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iii) did not, at the time they were filed, or if amended or restatedsuperseded by a filing prior to the Closing Date, at then on the time date of such later amendment or restatementfiling)by the Company, and at their respective effective dates, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary All material agreements to which the Company is a party or to which the property or assets of the Company is are subject to are included as part of or identified in the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied in all material respects with extent such agreements are required to be included or identified pursuant to the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC with respect to the Company SEC Reports. As of the date hereof, to the Knowledge of the Company, none of the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC reviewCommission.

SEC Reports. (a) The Since April 29, 2015 (the “Reference Date”), the Company has timely filed with the SEC or furnished (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Actas applicable) all forms, reports, schedules, statements and other documents with the SEC that have been required to be so filed or furnished (as applicable) by it under Applicable Law at or prior to the time so required, including any amendments or supplements thereto, and, after the date of this Agreement and until the Effective Time, the Company will file all forms, reports, schedules, statements and documents with the SEC that are required to be filed by it under Applicable Law at or prior to the time so required, including any amendments or supplements thereto (all such forms, reports, schedules, statements and documents, as amended or supplemented, filed or furnished since the Reference Date, together with any other forms, reports, schedules, statements or other documents filed or furnished (as applicable) by the Company with the SEC, and any documents SEC at or information furnished prior to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 (collectivelyEffective Time that are not required to be so filed or furnished, the “Company SEC Reports”). The Company . (b) Each SEC ReportsReport filed prior to the date hereof (or if amended prior to the date hereof, as of the date of the last such amendment) complied, or, in the case of SEC Reports filed with or furnished after date hereof and prior to the SECEffective Time, (i) complied will comply, as the case may be, as of its filing date, as to form in all material respects with the applicable requirements of the Securities Act Act, the Exchange Act, or the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and applicable rules and regulations promulgated thereunder, each as in effect on the filing date (or if amended prior to such Company SEC Reportsthe date hereof, as of the case may bedate of the last such amendment), (ii) were prepared in all material respects respects. True, correct and complete copies of all SEC Reports are publicly available in accordance with the requirements Electronic Data Gathering, Analysis and Retrieval database of the SEC. As of its filing date (or in the case of a registration statement under the Securities Act, at the Exchange Act and other applicable Laws and time it was declared effective), each SEC Report (iiior if amended prior to the date hereof, as of the date of the last such amendment) did not, at and will not, in the time they were filed, or if amended or restated, at case of any SEC Report filed after the time of such later amendment or restatement, date hereof and at their respective effective datesprior to the Effective Time, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary . (c) Since the Reference Date, neither the Company nor any of its Subsidiaries has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of the Company is subject SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC or any notice from the SEC or other Governmental Authority that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the periodic reporting requirements knowledge of the Exchange Act Company, there is not, as of the date of this Agreement, any investigation or review being conducted by the SEC or any other Governmental Authority of any SEC Reports (including the financial statements included therein), except in each case for such comments, questions, notices, investigations or reviews which have been fully resolved. (d) None of the Company’s Subsidiaries is otherwise (or since the Reference Date has been) required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (be) As of their respective datesSince the Reference Date, or, if amended, as no executive officer of the date Company has failed to make the certifications required of him or her under Section 302 or 906 of the last such amendment▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any SEC Report, Table of Contents except as disclosed in certifications filed with the Company SEC Reports, as filed and at the time of filing or submission of each such certification, such certification was true and accurate and complied with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since the Reference Date, neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or furnished to questioning the SECaccuracy, complied completeness, form or manner of filing of such certifications. (f) The Company is in compliance in all material respects with the requirements of the Securities Act applicable listing and the Exchange Act, as the case may be, and the applicable corporate governance rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC with respect to the Company SEC Reports. As of the date hereof, to the Knowledge of the Company, none of the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC reviewNasdaq.

SEC Reports. (a) The Company has timely filed all reports and other documents with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, statements and other documents required to be filed or furnished by the Company since December 31, 2003 (such documents, together with any reports filed during such period by the Company with the SEC, and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 (collectively, the “Company SEC Reports”). The As of their respective filing dates, the Company SEC Reports, as filed with or furnished to the SEC, Reports (i) complied as to form in all material respects with with, to the extent in effect at the time of filing, the applicable requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, and the Exchange Act and other applicable Laws and (iiiii) did not, at the time they were filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary Each of the financial statements (including the related notes) of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as of the date of the last such amendment, included in the Company SEC Reports, Reports complied at the time it was filed as filed with or furnished to the SEC, complied form in all material respects with the applicable accounting requirements and the published rules and regulations of the Securities SEC with respect thereto in effect at the time of such filing, was prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end adjustments). As the date of this Agreement, there are no outstanding comment letters or requests for information from the SEC with respect to any Company SEC Report. No Subsidiary is required to file any form, report or other document with the SEC. (b) The Company has timely filed or furnished all certifications and statements required by (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (ii) 18 U.S.C. Section 1350 (Section 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) with respect to any Company SEC Report. The Company maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act; such controls and procedures are designed to ensure and are effective to provide reasonable assurance that all material information concerning the Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company’s SEC filings and other public disclosure documents. (c) The Company has disclosed, as based on prior evaluations of such disclosure controls and procedures prior to the case may bedate hereof, to the Company’s auditors and the audit committee of the Company’s board of directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, known to the applicable rules and regulations promulgated thereunderCompany that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. As of the date hereof, there are no outstanding or unresolved written comments from the SEC with respect to the Company SEC Reports. As of the date hereof, to the Knowledge of the Company’s management has not notified the Company’s auditors and audit committee since the latest Report on Form 10-K of any significant deficiency, none material weakness or fraud. (d) The Company has accounted for its stock options in accordance with GAAP for the fiscal years ended December 31, 2004, 2005 and 2006. The Company does not have any program or practice in place to (i) time stock option grants to employees or directors with the release of material non-public information in a manner intended to improperly favor employees or directors or (ii) set the Company SEC Reports filed on exercise prices in coordination with such release in a manner intended to improperly favor employees or prior to the date hereof is the subject of ongoing SEC reviewdirectors.

SEC Reports. (a) The Company has timely filed with the SEC (including following any extensions and made available to HCPI true and complete copies of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all formseach registration statement, reportsproxy or information statement, schedulesform, statements report and other documents document required to be filed by the Company or any of its Subsidiaries with the SEC, and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 1996 (collectively, the “"Company SEC Reports”"). The As of their respective dates, with respect to Company SEC ReportsReports filed pursuant to the Exchange Act, and as of their respective effective dates, as to Company SEC Reports filed with or furnished pursuant to the SECSecurities Act, the Company SEC Reports and any registration statements, reports, forms, proxy or information statements and other documents filed by the Company with the SEC after the date of this Agreement (i) complied as complied, or, with respect to form those not yet filed, will comply, in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be, applicable to such Company SEC Reports, as the case may be, and (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iii) did not, at the time they were or, with respect to those not yet filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dateswill not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as Each of the date of the last such amendment, consolidated balance sheets included in or incorporated by reference into the Company SEC ReportsReports (including the related notes and schedules) presents fairly, as filed with or furnished to the SEC, complied in all material respects with respects, the requirements consolidated financial position of the Securities Act Company and its consolidated Subsidiaries as of its date, and each of the Exchange Actconsolidated statements of income, retained earnings and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) presents fairly, in all material respects, the results of operations, retained earnings or cash flows, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the date hereofCompany and its Subsidiaries for the periods set forth therein (subject, there are no outstanding or unresolved written comments from in the SEC case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with respect to GAAP consistently applied during the periods involved, except as may be noted therein. (c) Except as set forth in the Company SEC Reports. As , neither the Company nor any of the date hereofits Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to the Knowledge of the Companybe reflected on, none or reserved against in, a balance sheet of the Company SEC Reports filed on or prior to in the date hereof is notes thereto, prepared in accordance with GAAP consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the subject notes to), the consolidated balance sheet of ongoing SEC reviewthe Company as of ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) liabilities or obligations arising in the ordinary course of business (including trade indebtedness and liabilities, obligations and secured debt assumed in connection with the acquisition of properties by the Company or its Subsidiaries) since March 31, 1999, and (iii) liabilities or obligations which would not, individually or in the aggregate, cause a Company Material Adverse Effect.

SEC Reports. (a) The Company has timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, forms, statements and other documents required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company with was required by law or regulation to file such material) (the SECforegoing materials, including the exhibits thereto and documents incorporated by reference therein, and any documents or information furnished to the SEC on a voluntary basis on Current Reports Registration Statements on Form 8-K, in each case since January 1, 2012 (collectively, S-1 filed by the Company under the Securities Act being collectively referred to herein as the “Company SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension, except where the failure to file on a timely basis would not have or reasonably be expected to result in a Material Adverse Effect (including, for this purpose only, any failure to qualify to register the Shares and the Warrant Shares for resale on Form S-1 or which would prevent any Purchaser from using Rule 144 to resell any Securities). The Company SEC ReportsAs of their respective filing dates, as filed with or furnished to the SECextent corrected by a subsequent restatement, (i) the SEC Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, and the Exchange Act and other applicable Laws the rules and (iii) did notregulations of the Commission promulgated thereunder, at and none of the time they were SEC Reports, when filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary of the The Company is has never been an issuer subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (bRule 144(i) As of their respective dates, or, if amended, as of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied in all material respects with the requirements of under the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC with respect to the Company SEC Reports. As of the date hereof, to the Knowledge of the Company, none of the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC review.

SEC Reports. The Company’s Annual Reports on Form 10-KSB for the fiscal years ended September 30, 2003, September 30, 2002 and September 30, 2001 and all other reports (a) The Company has timely including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30, 2000 with the SEC (including following any extensions collectively, the Company’s “SEC Documents”), as of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, statements and other documents required date filed or to be filed by the Company with the SEC, and any documents or information furnished as amended prior to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 (collectively, the “Company SEC Reports”). The Company SEC Reports, as filed with or furnished to the SECdate hereof, (iA) complied as to form or will comply in all material respects as to form with the applicable requirements of under the Securities Act or the Exchange Act, as the case may be, applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iiiB) did not, at the time they were filed, or if amended or restated, at the time of such later amendment or restatement, not and at their respective effective dates, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary , except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company is subject to the periodic reporting requirements and its Subsidiaries as of its date, and (D) each of the Exchange Act consolidated statements of income and changes in shareholders’ equity and cash flows or is otherwise required to file equivalent statements in such SEC Documents (including any formsrelated notes and schedules thereto) fairly presents, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as of the date of the last such amendmentwill fairly present, the Company SEC Reportsconsolidated results of operations, as filed with or furnished to the SEC, complied changes in all material respects with the requirements of the Securities Act shareholders’ equity and the Exchange Actchanges in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case of unaudited interim statements, to normal year-end adjustments). Each of the consolidated financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained in the SEC Documents comply, and the financial statements to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC with respect to thereto. The books and records of the Company SEC Reportsand its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. As of the date hereof, to the Knowledge None of the Company’s Subsidiaries is required to file any form, none of report or other document with the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC reviewSEC.

SEC Reports. (a) The Except as set forth in Section 3.7 of the Company Disclosure Schedule, the Company has timely filed timely, or will file timely, all required forms, and reports with the SEC since January 1, 2004 (including any forms or reports filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, statements and other documents required to be filed by the Company with the SEC, and any documents or information furnished subsequent to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 date of this Agreement) (collectively, the “Company SEC Reports”), all of which were prepared or will be prepared in all material respects in accordance with the applicable requirements of the Exchange Act, the Securities Act and the rules and regulations promulgated thereunder (the “Securities Laws”). The As of their respective dates, the Company SEC ReportsReports (a) complied, as or with respect to those Company SEC Reports not yet filed with or furnished to the SECwill comply, (i) complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iiib) did not, at the time they were filednot contain, or if amended or restatedwith respect to those Company SEC Reports not yet filed will not contain, at the time of such later amendment or restatement, and at their respective effective dates, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary Each of the consolidated balance sheets included in or incorporated by reference into the Company SEC Reports (including the related notes and schedules) fairly presents, or will fairly present, in all material respects, the consolidated financial position of the Company is subject to and the periodic reporting requirements Company Subsidiaries as of its date and each of the Exchange Act or is otherwise required to file any formsconsolidated statements of income, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that retained earnings and cash flows of the SEC Company included in or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as of the date of the last such amendment, incorporated by reference into the Company SEC ReportsReports (including any related notes and schedules) fairly presents, as filed with or furnished to the SECwill fairly present, complied in all material respects with respects, the requirements results of the Securities Act and the Exchange Actoperations, retained earnings or cash flows, as the case may be, of the Company and the applicable rules Company Subsidiaries for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein and regulations promulgated thereunder. As except, in the case of the date hereofunaudited statements, there as permitted by Form 10-Q pursuant to Sections 13 or 15(d) of the Exchange Act and for normal year-end audit adjustments which would not be material in amount or effect. (b) The records, systems, controls, data and information of the Company and the Company Subsidiaries are no outstanding recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company or unresolved written comments from the SEC Company Subsidiaries, except for any non-exclusive ownership and non-direct control that would not have a Company Material Adverse Effect with respect to the system of internal accounting controls described in the following sentence. Except as would not have a Company Material Adverse Effect, the Company and the Company Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that: (1) transactions are executed only in accordance with management’s authorization; (2) transactions are recorded as necessary to permit preparation of the financial statements of the Company and the Company Subsidiaries and to maintain accountability for the assets of the Company and the Company Subsidiaries; (3) access to such assets is permitted only in accordance with management’s authorization; (4) the reporting of such assets is compared with existing assets at regular intervals; and (5) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis (“Internal Controls”). Except as would not have a Company Material Adverse Effect, each of the Company and the Company Subsidiaries (x) has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to such entity and its subsidiaries is made known to the management of such entity by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Company SEC Reports. As of the date hereof, to the Knowledge of the Companyand (y) has disclosed, none of the Company SEC Reports filed based on or its most recent evaluation prior to the date hereof is of this Agreement, to its auditors and the subject audit committee of ongoing SEC reviewits board of trustees (A) any significant deficiencies in the design or operation of Internal Controls which could adversely affect its ability to record, process, summarize and report financial data and have disclosed to its auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its Internal Controls.

SEC Reports. (a) The Except as set forth in Section 4.8 of the Company Disclosure Schedule, the Company has timely filed (and, from the date hereof until the Closing Date, will timely file) all required forms and reports (and all certificates required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”)) with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all formssince December 31, reports, schedules, statements and other documents required to be filed by the Company with the SEC, and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 2003 (collectively, the “Company SEC Reports”), all of which were (and will be) prepared in all material respects in accordance with the applicable requirements of the Exchange Act, the Securities Act and the rules and regulations promulgated thereunder (the “Securities Laws”). The As of their respective dates, the Company SEC Reports, as filed with or furnished to the SEC, Reports (ia) complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iiib) did not, at the time they were filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary Each of the consolidated balance sheets of the Company is subject included in or incorporated by reference into the Company SEC Reports (including the related notes and schedules) complied as to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amendedform, as of the date of the last such amendmenttheir report filing dates, the Company SEC Reports, as filed with or furnished to the SEC, complied in all material respects with the requirements Securities Laws and fairly presents in all material respects the consolidated financial position of the Securities Act Company and the Exchange ActCompany Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows, as the case may be, of the Company and the applicable rules Company Subsidiaries for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein and regulations promulgated thereunder. As except, in the case of the date hereofunaudited statements, as permitted by Form 10-Q pursuant to Sections 13 or 15(d) of the Exchange Act and for normal year-end audit adjustments which would not be material in amount or effect. To the knowledge of the Company, there are no outstanding or and unresolved written comments from the SEC with respect to any of the Company SEC Reports. No Company Subsidiary is required to make any filing with the SEC. The Company has established and maintains a system of “disclosure controls and procedures” and “internal control over financial reporting” (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with United States generally accepted accounting principles (“US GAAP”), consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets. As of December 31, 2005, (x) there were no “material weaknesses” (as defined by the date hereofPublic Company Accounting Oversight Board) and (y) there was no series of multiple “significant deficiencies” (as defined by the Public Company Accounting Oversight Board) that was reasonably likely to collectively represent a “material weakness” in the design or operation of the Company’s internal controls. Since December 31, 2005, neither the Company nor any of its Subsidiaries nor, to the Knowledge Company’s knowledge, the Company’s independent auditors, have identified or been made aware of (A) any material weakness in the system of internal controls utilized by the Company and its Subsidiaries, (B) any fraud, whether or not material, that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal controls utilized by the Company and its Subsidiaries or (C) any material claim or allegation regarding any of the foregoing. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information required to be disclosed is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the Chief Executive Officer and Chief Financial Officer of the Company to make the certifications required under the Exchange Act with respect to such reports. The Company has provided Eagles true and complete copies of all management letters received from its independent auditors since December 31, 2003, and if no such management letters have been received, the Company has provided copies of all correspondence from its independent auditors during such period relating to subject matter of the same type as would be included in a management letter. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, known or unknown, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of December 31, 2005 included in the Company’s Annual Report on Form 10-K for the fiscal year ended such date and (ii) liabilities incurred in the ordinary course of business consistent with past practice since such date, none of which are reasonably expected to result in a Material Adverse Effect on the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC reviewCompany.

SEC Reports. (ai) The Company NB&T Financial has timely filed all reports, registration statements, proxy statements and other materials, together with any amendments required to be made with respect thereto, that it was required to file with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, statements and other documents required to be filed by the Company with the SEC, and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 2010, and all such reports, registration statements, proxy statements, other materials and amendments have complied in all material respects with all legal requirements relating thereto, and has paid all fees and assessments due and payable in connection therewith. (collectivelyii) An accurate and complete copy of each final registration statement, the “Company SEC Reports”). The Company SEC Reportsprospectus, as report, schedule and definitive proxy statement filed with or furnished to the SEC, (i) complied as SEC by NB&T Financial pursuant to form in all material respects with the requirements of the Securities Act or the Exchange ActAct prior to the date of this Agreement other than (A) such documents filed or furnished prior to May 8, as 1996, (B) documents filed in paper form since May 8, 1996, that were not required to be filed electronically, and (C) documents, if any, filed with a request for confidential treatment (the case may be, applicable to such Company “NB&T Financial’s SEC Reports, as the case may be, (ii”) were prepared in all material respects in accordance with the requirements is publicly available. None of the Securities Act, the Exchange Act and other applicable Laws and (iii) did notNB&T Financial’s SEC Reports, at the time they were filed, furnished or if amended or restatedcommunicated (and, at in the time case of such later amendment or restatementregistration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), and at their respective effective datesconsidering all amendments to NB&T Financial’s SEC Reports filed prior to the date hereof, contain contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which such statements they were made, not misleading, except that information filed as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, all NB&T Financial’s SEC Reports complied as of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied form in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable published rules and regulations promulgated thereunderof the SEC with respect thereto. No executive officer of NB&T Financial has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”). As of the date hereof, there are no outstanding comments from or unresolved written comments from issues raised by the SEC with respect to any of the Company NB&T Financial’s SEC Reports. As of the date hereof, to the Knowledge of the Company, none of the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC review.

SEC Reports. (a) The Company has timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, forms, statements and other documents required to be filed by the Company with under the SECExchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (the foregoing materials, including the exhibits thereto and any documents or information furnished incorporated by reference therein, being collectively referred to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 (collectively, herein as the “Company SEC Reports”)) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. The Company SEC ReportsOther than as disclosed to the Purchasers with respect to the calculation of the Company’s fully-diluted earnings per share, as filed with or furnished to of their respective dates, the SEC, (i) SEC Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and none of the case may be, applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iii) did not, at the time they were when filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary Other than as disclosed to the Purchasers with respect to the calculation of the Company’s fully-diluted earnings per share, the financial statements of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of included in the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied Reports comply in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from Commission with respect thereto as in effect at the SEC time of filing. Other than as disclosed to the Purchasers with respect to the Company SEC Reports. As of the date hereof, to the Knowledge calculation of the Company’s fully-diluted earnings per share, none such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except to the extent that unaudited financial statements may not contain all footnotes required by GAAP, and such statements fairly present in all material respects the financial position of the Company SEC Reports filed and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. The Company’s independent registered public accounting firm is identified in the Annual Report on or prior to Form 10-K for the date hereof fiscal year ended September 30, 2012 (the “2012 Form 10-K”), and such accounting firm is a registered public accounting firm as required by the subject of ongoing SEC reviewExchange Act.

SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (a) The the "Exchange Act"), and the Company has timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, required reports, schedules, statements forms, statements, and other documents required to be filed by the Company it with the SEC, and any documents or information furnished SEC pursuant to the SEC on a voluntary basis on Current Reports on Form 8-Kreporting requirements of the Exchange Act, in each case including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2012 2001 (collectivelytogether with other documents that revise or supersede earlier filed documents, the “Company "SEC Reports”"). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, as filed with or furnished to the SEC, (i) SEC Reports complied as to form in all material respects with the requirements of the Securities Act or and the Exchange Act, as and the case may be, rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements . None of the Securities Act, the Exchange Act and other applicable Laws and (iii) did not, at the time they were filed, or if amended or restatedSEC Reports, at the time of such later amendment or restatement, and at their respective effective datesfilings, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary All material contracts and other documents of the Company is subject required to be filed as exhibits to the periodic reporting requirements SEC Reports have been filed as required. The financial statements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of Company included in the SEC or any securities exchange or quotation service. (b) As Reports complied as of their respective dates, or, if amended, as of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied filing dates in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable 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 Regulation S-X promulgated thereunderby the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). As of the date hereof, there are no outstanding or unresolved written comments from the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the Company SEC Reports. As account of the date hereof, to the Knowledge of any person other than the Company, none of the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC review.

SEC Reports. (a) The Except as set forth on Schedule 3.1(g), the Company has timely filed with the SEC (including following any extensions of time for filing provided all reports required to be filed by Rule 12b-25 promulgated it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the twelve (12) months preceding the date hereof on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension and has filed all formsreports required to be filed by it under the Exchange Act, reportsincluding pursuant to Section 13(a) or 15(d) thereof, schedules, statements and other documents for the two (2) years preceding the date hereof. Such reports required to be filed by the Company under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, together with any materials filed or furnished by the SECCompany under the Exchange Act, whether or not any such reports were required being collectively referred to herein as the “SEC Reports” and, together with this Agreement and any documents or information furnished the Schedules to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 (collectivelythis Agreement, the “Company SEC ReportsDisclosure Materials”). The Company SEC Reports, as filed with As of their respective dates (or furnished if amended or superseded by a filing prior to the SECdate hereof, (i) then on the date of such filing), the SEC Reports filed by the Company complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, and the Exchange Act and other applicable Laws the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filed by the Company (iii) did not, at the time they were filed, or if amended or restatedsuperseded by a filing prior to the date hereof, at then on the time date of such later amendment or restatementfiling), and at their respective effective dates, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary The financial statements of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of included in the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied Reports comply in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the SEC with respect thereto as in effect at the time of filing (or if amended or superseded by a filing prior to the date hereof, there then on the date of such filing). Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements, the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP or may be condensed or summary statements, and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments. All material agreements to which the Company or any Subsidiary is a party or to which the property or assets of the Company or any Subsidiary are no outstanding subject are included as part of or unresolved written comments from identified in the SEC with respect to the Company SEC Reports. As of the date hereof, to the Knowledge extent such agreements are required to be included or identified pursuant to the rules and regulations of the Company, none of the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC reviewSEC.

SEC Reports. (a) The Company has timely heretofore filed with the SEC Securities and Exchange Commission (including following any extensions the "SEC") pursuant to the Securities Exchange Act of time for filing provided by Rule 12b-25 promulgated under 1934, as amended (the "Exchange Act) "), all forms, reports, schedules, statements reports and other documents required to be filed, including an Annual Report on Form 10-K for the year ended December 31, 1998 (the "Form 10-K"). None of such reports, or any other reports, documents, registration statements, definitive proxy materials and other filings required to be filed by the Company with the SEC, SEC under the rules and any documents or information furnished to regulations of the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 (collectively, the “Company "SEC Reports”). The Company SEC Reports, as filed with or furnished to the SEC, (iFilings") complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iii) did not, at the time they were filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, contain contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, at the time and in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary Since December 31, 1998, the Company has timely filed with the SEC all SEC Filings and all such SEC Filings complied with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as applicable and the rules thereunder. The audited financial statements of the Company is subject to included or incorporated by reference in the periodic reporting requirements 1998 Annual Report and the unaudited financial statements contained in the quarterly reports on Form 10-Q filed since December 31, 1998 each have been prepared in accordance with such acts and rules and with United States generally accepted accounting principles applied on a consistent basis throughout the periods indicated therein and with each other, except as may be indicated therein or in the notes thereto and except that the unaudited interim financial statements may not contain all footnotes and adjustments required by United States generally accepted accounting principles, and fairly present the financial condition of the Exchange Act Company as at the dates thereof and the results of its operations and statements of cash flows for the periods then ended, subject, in the case of unaudited interim financial statements, to normal year-end adjustments. Except as reflected in such financial statements, the Company has no material liabilities, absolute or is otherwise required to file any formscontingent, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as of than ordinary course liabilities incurred since the date of the last such amendmentfinancial statements in connection with the conduct of the business of the Company. Since December 31, 1998, and except as described in the Company's SEC Filings since December 31, 1998, there has been no: (a) change in the assets, liabilities, financial condition or operating results of the Company SEC Reportsfrom that reflected in the 1998 Annual Report, as filed with except changes in the ordinary course of business that have not, individually or furnished in the aggregate, resulted in and are not reasonably expected to result in a Material Adverse Effect (and except that the Company expects to continue to incur substantial operating losses, which may be material); (b) damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the business, properties or financial condition of the Company (and except that the Company expects to continue to incur substantial operating losses, which may be material); (c) waiver or compromise by the Company of a material right or of a material debt owed to it; (d) satisfaction or discharge of any lien, claim or encumbrance by the Company, except in the ordinary course of business and which is not material to the SECbusiness, complied in all material respects with the requirements properties or financial condition of the Securities Act and Company (as such business is presently conducted); (e) material change to a material contract or arrangement by which the Exchange ActCompany or any of its assets is bound or subject; (f) sale, assignment or transfer to a third party that is not an Affiliate (as hereafter defined) of any material patents, trademarks, copyrights, trade secrets or other intangible assets for compensation which is less than fair value; (g) mortgage, pledge, transfer of a security interest in, or lien, created by the case may beCompany, and the applicable rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC with respect to the Company SEC Reports. As any of the date hereofits material properties or assets, to the Knowledge except liens for taxes not yet due or payable; (h) declaration, setting aside or payment or other distribution in respect of any of the Company's capital stock, none except any direct or indirect redemption, purchase or other acquisition of any such stock by the Company SEC Reports filed on Company; or (i) event or prior condition of any type that has had or is reasonably expected to the date hereof is the subject of ongoing SEC reviewhave a Material Adverse Effect.

SEC Reports. (a) The Company Parent (i) has timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) or furnished all forms, reports, schedulesregistration statements, statements proxy statements, prospectuses, and other documents materials, together with any amendments required to be filed by made with respect thereto, that it was required to file with or furnish to the Company with Commission pursuant to the SECSecurities Act or the Exchange Act since January 3, 2015, and any documents all such reports, registration statements, proxy statements, prospectuses, other materials, and amendments have complied in all material respects with all legal requirements relating thereto, and (ii) has paid all fees and assessments due and payable in connection therewith, except where the failure to make such timely filing, be in such compliance, or information furnished make such payment would not reasonably be expected, individually or in the aggregate, to the SEC on have a voluntary basis on Current Reports on Form 8-KParent Material Adverse Effect. (b) An accurate and complete copy of each final registration statement, in each case since January 1prospectus, 2012 (collectivelyreport, the “Company SEC Reports”). The Company SEC Reportsschedule, as and definitive proxy statement filed with or furnished to the SEC, (i) complied as SEC by the Parent pursuant to form in all material respects with the requirements of the Securities Act or the Exchange ActAct since January 3, as 2015 and prior to the case may be, applicable to such Company date of this Agreement (the “Parent SEC Reports, as the case may be, (ii”) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iii) did notis publicly available. No Parent SEC Report, at the time they were filed, furnished, or if amended or restatedcommunicated (and, at in the time case of such later amendment or restatementregistration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), and at their respective effective datesconsidering all amendments to any Parent SEC Report filed prior to the date hereof, contain contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which such statements they were made, not misleading, except that information filed as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as all of the date of the last such amendment, the Company Parent SEC Reports, Reports complied as filed with or furnished to the SEC, complied form in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable published rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC with respect to the Company SEC Reportsthereto. As No executive officer of the date hereof, Parent has failed in any respect to make the Knowledge certifications required of him or her under Section 302 or 906 of the Company, none of the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC review▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

SEC Reports. (a) The Company DMC has on a timely basis filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, statements reports and other documents required to be filed by the Company it with the SEC, and any documents or information furnished SEC since the date that it first became subject to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 filing and reporting requirements of the Exchange Act (collectively, the “Company SEC Reports”). The Company SEC Reports, as filed with or furnished to the SEC, Reports (ix) complied as to form were prepared in all material respects accordance with the requirements of the Securities Act or and the Exchange Act, as the case may be, applicable to such Company SEC Reports, as and the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act rules and other applicable Laws regulations thereunder and (iiiy) did not, not at the time they were filed, or if amended or restated, at filed with the time of such later amendment or restatement, and at their respective effective dates, SEC contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary of DMC is or has been required to file any form, report, registration statement or other document with the Company SEC. DMC and its Subsidiaries maintain disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning DMC and its Subsidiaries is subject made known on a timely basis to the periodic reporting requirements individuals responsible for the preparation of DMC’s filings with the SEC and other public disclosure documents. Except as set forth on Schedule 4.7, DMC is in compliance with the applicable listing rules of the New York Stock Exchange and has not received any notice from the New York Stock Exchange asserting any non-compliance with such rules. To DMC’s knowledge, each director and executive officer of DMC has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with and the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) rules and regulations thereunder. As of their respective dates, or, if amended, as of the date of the last such amendmentused in this Section 4.7, the Company SEC Reportsterm “file” shall be broadly construed to include any manner in which a document or information is furnished, as filed with supplied or furnished otherwise made available to the SEC, complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC with respect to the Company SEC Reports. As of the date hereof, to the Knowledge of the Company, none of the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC review.

SEC Reports. (a) The Company HCPI has timely filed with the SEC (including following any extensions and made available to the Company true and complete copies of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all formseach registration statement, reportsproxy or information statement, schedulesform, statements report and other documents document required to be filed by the Company HCPI or any of its Subsidiaries with the SEC, and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 1996 (collectively, the “Company "HCPI SEC Reports”"). The Company As of their respective dates, with respect to HCPI SEC ReportsReports filed pursuant to the Exchange Act, and as of their respective effective dates, as to HCPI SEC Reports filed with or furnished pursuant to the SECSecurities Act, the HCPI SEC Reports and any registration statements, reports, forms, proxy or information statements and other documents filed by HCPI with the SEC after the date of this Agreement (i) complied as complied, or, with respect to form those not yet filed, will comply, in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be, applicable to such Company SEC Reports, as the case may be, and (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iii) did not, at the time they were or, with respect to those not yet filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dateswill not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as Each of the date of consolidated balance sheets included in or incorporated by reference into HCPI SEC Reports (including the last such amendmentrelated notes and schedules) presents fairly, the Company SEC Reports, as filed with or furnished to the SEC, complied in all material respects with respects, the requirements consolidated financial position of HCPI and its consolidated Subsidiaries as of its date, and each of the Securities Act consolidated statements of income, retained earnings and cash flows of HCPI included in or incorporated by reference into HCPI SEC Reports (including any related notes and schedules) presents fairly, in all material respects, the Exchange Actresults of operations, retained earnings or cash flows, as the case may be, of HCPI and its Subsidiaries for the applicable rules and regulations promulgated thereunder. As periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with GAAP consistently applied during the date hereofperiods involved, there are no outstanding or unresolved written comments from except as may be noted therein. (c) Except as set forth in the SEC with respect to the Company HCPI SEC Reports. As , neither HCPI nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of HCPI or in the date hereofnotes thereto, to prepared in accordance with GAAP consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the Knowledge notes to), the consolidated balance sheet of HCPI as of ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) liabilities or obligations arising in the Companyordinary course of business (including trade indebtedness and liabilities, none obligations and secured debt assumed in connection with the acquisition of properties by HCPI or its Subsidiaries) since March 31, 1999, and (iii) liabilities or obligations which would not, individually or in the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC reviewaggregate, cause a HCPI Material Adverse Effect.

SEC Reports. (a) The Except as set forth in the SEC Reports, the Company has timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, forms, statements and other documents required to be filed by the Company under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the SECProspectus and the Prospectus Supplement, and any documents or information furnished being collectively referred to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 (collectively, herein as the “Company SEC Reports”). The Company ) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports, as filed with or furnished Reports prior to the SECexpiration of any such extension. As of their respective dates, (i) the SEC Reports complied as to form in all material respects with the requirements of the Securities Act or and the Exchange Act, as applicable, and none of the case may be, applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iii) did not, at the time they were when filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary The financial statements of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of included in the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied Reports comply in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC Commission with respect to thereto as in effect at the Company SEC Reportstime of filing. As of Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the date hereofperiods involved (“GAAP”), to except as may be otherwise specified in such financial statements or the Knowledge of notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the Company, none financial position of the Company SEC Reports filed on or prior and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to the date hereof is the subject of ongoing SEC review.normal, immaterial, year-end audit adjustments. ​

SEC Reports. (a) The Company has timely filed Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) “SEC Staff”), dated September 6, 2012, the Company has filed with or otherwise furnished to the SEC all material forms, reports, schedules, statements and other documents that it is required to be filed by file or furnish under the Company with Securities Act or the SECSecurities Exchange Act of 1934, as amended, and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case rules and regulations promulgated thereunder (the “Exchange Act”) since January 1February 25, 2012 (collectivelysuch documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “Company SEC Reports”). The No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as filed with or furnished and to the SECextent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreement, the SEC Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be, applicable to such Company SEC Reports, as the case may be, and (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iii) did not, at the time they were filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As The Company maintains a system of their respective dates, or, if amended, “internal controls over financial reporting” (as of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied defined in all material respects with the requirements of the Securities Act Rules 13a-15(f) and 15a-15(f) under the Exchange Act, as ) that provides reasonable assurance regarding the case may be, reliability of the Company’s financial reporting and the applicable rules and regulations promulgated thereunder. As preparation of the date hereof, there are no outstanding or unresolved written comments Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles as in effect from the SEC with respect time to time (“GAAP”) and that includes policies and procedures that (i) pertain to the Company SEC Reports. As maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the date hereof, to the Knowledge assets of the Company, none (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company SEC Reports filed are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or prior submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof is the subject of ongoing SEC reviewhereof.

SEC Reports. (a) The Company has timely SSI and STI have delivered to VERITAS or its counsel correct and complete copies of the final version of each report, schedule, registration A-17 19 statement and definitive proxy statement filed by SSI and/or STI with the SEC on or after June 27, 1997 with respect to the Group Business or the Group Assets (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act"SEAGATE SEC DOCUMENTS"), which are the material documents (other than preliminary material) all forms, reports, schedules, statements that SSI and other documents STI were required to be filed by the Company file with the SEC, and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-Kor after June 27, 1997 with respect to the Group Business or the Group Assets. As of their respective dates or, in each case since January 1, 2012 (collectively, the “Company SEC Reports”). The Company SEC Reports, as filed with or furnished to the SEC, (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may beof registration statements, applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iii) did not, at the time they were filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, contain and except as disclosed in the Seagate SEC Documents, none of the Seagate SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary misleading as of such time of filing, and there is no requirement under the Company is subject to the periodic reporting requirements of Securities Act or the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amendedAct, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of the date of the last such amendmentSeagate SEC Documents, the Company Seagate SEC ReportsDocuments complied, as filed with or furnished to the SECwhen filed, complied in all material respects with the then applicable requirements of the Securities Act and or the Exchange Act, as the case may be, and the applicable rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. As (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the date hereofperiod ending July 3, there are no outstanding or unresolved written comments from 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the Company SEC Reportsconsolidated financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. As SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date hereofthereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Knowledge SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the Companybusiness of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, none but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the three years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company SEC Reports filed on or prior Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date hereof of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is defined in Statement No. 5) which are not properly provided for or disclosed in the subject of ongoing SEC review.Group Financial Statements as required by Statement No. 5. 2.5

SEC Reports. (a) The Company has timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, statements and other documents required to be filed by the Company with the SEC, and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case it since January 1, 2012 2000, under the Exchange Act or the Securities Act (as such documents have been amended since the time of their filing, collectively, the “"Company SEC Reports”Documents"). The As of their respective dates or, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC ReportsDocuments, as filed with including, without limitation, any financial statements or furnished to the SECschedules included therein, (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iiia) did not, at the time they were filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. misleading and (b) As of their respective dates, or, if amended, as of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Securities Act, as the case may be, and at such time of filing. Except as set forth on Section 4.5 of the applicable rules and regulations promulgated thereunder. As Company Disclosure Letter, as of the date hereof, there are no outstanding amendments or unresolved written comments from modifications to agreements, documents or other instruments which previously had been filed by the Company with the SEC with respect pursuant to the Company Securities Act or the Exchange Act or any other agreements, documents or other instruments, which have not yet been filed with the SEC Reportsbut which are or will be required to be filed by the Company. As of the date hereof, to To the Knowledge of the Company, none (x) there exist no outstanding SEC comments with respect to any of the Company SEC Reports filed on Documents and (y) there are no SEC inquiries or prior to investigations, other inquiries or investigations by any Governmental Entity or internal investigations pending or threatened, in each case regarding any accounting practices of the date hereof is the subject Company or any of ongoing SEC reviewits Subsidiaries.

SEC Reports. (a) The Company Since January 1, 2011, ▇▇▇▇-▇▇▇▇▇ has timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) or furnished all forms, reports, schedules, statements documents and other documents reports required to be filed by the Company or furnished with the SECSEC under the Securities Act or the Exchange Act (collectively with any amendments thereto, but excluding the Joint Proxy Statement and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 (collectivelyRegistration Statement, the “Company ▇▇▇▇-▇▇▇▇▇ SEC Reports”). The Company Each of the ▇▇▇▇-▇▇▇▇▇ SEC Reports, in each case as filed with or furnished of its filing date, or, if amended, as finally amended prior to the SECdate hereof (with respect to those ▇▇▇▇-▇▇▇▇▇ SEC Reports filed prior to the date hereof), (i) has complied as to form in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as and none of the case may be, applicable to such Company ▇▇▇▇-▇▇▇▇▇ SEC Reports, when filed or, if amended, as finally amended prior to the case may bedate hereof, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iii) did not, at the time they were filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary None of the Company is subject to the periodic reporting requirements of the Exchange Act ▇▇▇▇-▇▇▇▇▇ Subsidiaries are or is otherwise ever have been required to file any forms, reports, schedules, statements or other documents periodic reports with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the date hereof, there are no material outstanding or unresolved written comments received from the SEC with respect to any of the Company ▇▇▇▇-▇▇▇▇▇ SEC Reports. (b) ▇▇▇▇-▇▇▇▇▇ has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act, and ▇▇▇▇-▇▇▇▇▇ has established and maintains internal controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act. As of ▇▇▇▇-▇▇▇▇▇ has disclosed, based on its most recent evaluation prior to the date hereof, to ▇▇▇▇-▇▇▇▇▇’▇ auditors and the audit committee of the ▇▇▇▇-▇▇▇▇▇ Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect ▇▇▇▇-▇▇▇▇▇’▇ ability to record, process, summarize and report financial information and (ii) any fraud that involves management or other employees who have a significant role in ▇▇▇▇-▇▇▇▇▇’▇ internal controls over financial reporting. Since January 1, 2011, neither ▇▇▇▇-▇▇▇▇▇ nor any of the ▇▇▇▇-▇▇▇▇▇ Subsidiaries has Knowledge of any written complaint, allegation, assertion or claim regarding the Companyaccounting or auditing practices, none procedures, methodologies or methods of ▇▇▇▇-▇▇▇▇▇ or any ▇▇▇▇-▇▇▇▇▇ Subsidiary or their respective internal accounting controls, including any written complaint, allegation, assertion or claim that ▇▇▇▇-▇▇▇▇▇ or any ▇▇▇▇-▇▇▇▇▇ Subsidiary has engaged in questionable accounting or auditing practices, which, if true, would constitute a significant deficiency or a material weakness. Since January 1, 2011, subject to any applicable grace periods, ▇▇▇▇-▇▇▇▇▇ has been and is in compliance with (A) the applicable provisions of the Company SEC Reports filed on or prior Sarbanes Oxley Act of 2002 and (B) the applicable listing and corporate governance rules and regulations of NASDAQ, except in each case as has not had and would not reasonably be expected to the date hereof is the subject of ongoing SEC reviewhave, a ▇▇▇▇-▇▇▇▇▇ Material Adverse Effect.

SEC Reports. Parent has filed or furnished (a) The Company has timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Actas applicable) all forms, reports, schedules, statements and other documents documents, including any exhibits thereto, required to be filed or furnished (as applicable) by the Company Parent with the SEC, and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 2013 (collectively, the “Company Parent SEC Reports”). The Company Parent SEC Reports, as including all forms, reports and documents filed with or furnished (as applicable) by Parent with the SEC after the date hereof and prior to the SECEffective Time, (i) complied were and, in the case of the Parent SEC Reports filed or furnished (as to form applicable) after the date hereof, will be, prepared in all material respects accordance with the applicable requirements of the Securities Act or Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the ▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Company SEC Reportsand the rules and regulations thereunder, as the case may be, and (ii) were prepared except to the extent that information contained in all material respects in accordance with any Parent SEC Report has been revised, amended, modified or superseded prior to the requirements date of the Securities Actthis Agreement by a later filed Parent SEC Report, the Exchange Act and other applicable Laws and (iii) did not, not at the time they were filed, filed or furnished (as applicable) (or if amended or restatedsuperseded by a filing prior to the date of this Agreement, at then on the date of such filing), and in the case of such forms, reports and documents filed or furnished (as applicable) by Parent with the SEC after the date of this Agreement, will not as of the time of such later amendment they are filed or restatement, and at their respective effective datesfurnished (as applicable), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Parent SEC Reports or necessary in order to make the statements thereinin such Parent SEC Reports, in the light of the circumstances under which such statements they were and will be made, not misleading. No Subsidiary None of the Company Subsidiaries of Parent is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file or furnished (as applicable) any forms, reports, schedules, statements or other documents with the SEC. Since January 1, 2013, other than arising after the date hereof from or relating to the Merger or any foreign Governmental Entity that performs a similar function to that of the other transactions contemplated by this Agreement, neither the Parent nor any Subsidiary of the Parent has received from the SEC or any securities exchange other Governmental Authority any written comments or quotation service. questions with respect to any of the SEC Reports (bincluding the financial statements included therein) As or any registration statement filed by any of their respective datesthem with the SEC that (A) remain unresolved or (B) have been resolved but not publicly disclosed, oror any notice from the SEC or other Governmental Authority that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, if amendedand, to the Parent’s Knowledge, there is not, as of the date of this Agreement, any investigation or review being conducted by the last such amendmentSEC or any other Governmental Authority of any SEC Reports (including the financial statements included therein). Parent maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act that are designed to ensure that all information required to be disclosed in Parent’s reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the Company SEC Reports, as filed with or furnished to time periods specified in the SEC, complied in all material respects with the requirements rules and forms of the Securities Act SEC and that all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to enable each of the principal executive officer of Parent and the principal financial officer of Parent to make the certifications required under the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC Act with respect to the Company SEC Reports. As of the date hereof, to the Knowledge of the Company, none of the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC reviewsuch reports.

SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 (athe "Exchange Act") The and, since January 1, 2002, the Company has timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all formsproxy statements, reports, schedules, forms, statements and other documents required to be filed by it under the Exchange Act, except for its Quarterly Report on Form 10-Q for the quarter ended March 31, 2002. The Company has furnished the Purchaser with copies of (i) its Annual Report on Form 10-K for the SECfiscal year ended December 31, 2002, (ii) its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2003 and any documents or information furnished to (iii) its Proxy Statement filed with the SEC on a voluntary basis on Current Reports on Form 8-KApril 17, in each case since January 1, 2012 2003 (collectively, the “Company "SEC Reports”"). The Company SEC Reports, as filed is eligible to file a registration statement on Form S-3 with or furnished to the SEC, (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Company . Each SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iii) did not, at the time they were filed, or if amended or restatedReport was, at the time of such later amendment or restatementits filing, in substantial compliance with the requirements of its respective form and at none of the SEC Reports, nor the financial statements (and the notes thereto) included in the SEC Reports, as of their respective effective filing dates, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary The financial statements of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of included in the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, Reports comply as of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied form in all material respects with applicable accounting requirements and the requirements published rules and regulations of the Securities Act and the Exchange Act, as the case may be, and the SEC or other applicable rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC with respect to thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the Company SEC Reports. As periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of the date hereofunaudited interim statements, to the Knowledge of extent they may not include footnotes or may be condensed) and fairly present in all material respects the Company, none financial position of the Company SEC Reports filed on or prior and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to the date hereof is the subject of ongoing SEC reviewnormal year-end audit adjustments).

SEC Reports. (a) The Company has timely filed with the SEC (including following any extensions of time for filing provided all reports required to be filed by Rule 12b-25 promulgated it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the twenty-four (24) months preceding the date hereof on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension and has filed all formsreports required to be filed by it under the Exchange Act, reportsincluding pursuant to Section 13(a) or 15(d) thereof, schedules, statements and other documents for the twenty-four months preceding the date hereof. Such reports required to be filed by the Company under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, together with any materials filed or furnished by the SECCompany under the Exchange Act, whether or not any such reports were required being collectively referred to herein as the “SEC Reports” and, together with this Agreement and any documents or information furnished the Schedules to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 (collectivelythis Agreement, the “Disclosure Materials”. As of their respective dates, the SEC Reports filed by the Company SEC Reports”). The Company SEC Reports, as filed with or furnished to the SEC, (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, and the Exchange Act and other applicable Laws the rules and (iii) did not, at regulations of the time they were filed, or if amended or restated, at the time of such later amendment or restatementSEC promulgated thereunder, and at their respective effective datesnone of the SEC Reports, contain when filed by the Company, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary The financial statements of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of included in the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied Reports comply in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC with respect to thereto as in effect at the time of filing. Such financial statements have been prepared in accordance in all material respects with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements, the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP or may be condensed or summary statements, and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments. All material agreements to which the Company or any Subsidiary is a party or to which the property or assets of the Company or any Subsidiary are subject are included as part of or identified in the SEC Reports. As of the date hereof, to the Knowledge extent such agreements are required to be included or identified pursuant to the rules and regulations of the Company, none of the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC reviewSEC.

SEC Reports. (a) The Company Since January 1, 2018, Tyler has timely filed or furnished all forms, statements, schedules, documents, and reports required to be filed or furnished prior to the date hereof by it with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all such forms, reportsstatements, schedules, statements and other documents required to be filed by the Company with the SECdocuments, and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 (collectively, reports the “Company Tyler SEC ReportsDocuments”). The Company SEC Reports, as filed with or furnished to the SEC, (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iii) did not, at the time they were filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements were made, not misleading. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective filing dates, or, if amendedamended prior to the date hereof, as of the date of (and giving effect to) the last such amendment, the Company Tyler SEC Reports, as filed with or furnished to the SEC, Documents complied in all material respects with the applicable requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunderthereunder and the listing and corporate governance rules and regulations of the NYSE, and none of the Tyler SEC Documents contained (or, with respect to Tyler SEC Documents filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or with respect to Tyler SEC Documents filed after the date hereof, will omit) to state any material fact required to be stated therein or necessary to make the statements therein, at the time and in light of the circumstances under which they were made, not misleading. As Since February 1, 2019, neither Tyler nor any Tyler Subsidiary has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of the Tyler SEC Documents (including the financial statements included therein) that are not resolved, or, as of the date hereof, there are no outstanding or unresolved has received any written comments notice from the SEC with respect or other Governmental Authority that such Tyler SEC Documents (including the financial statements included therein) are being reviewed or investigated, and, to the Company SEC Reports. As Tyler’s Knowledge, there is not, as of the date hereof, to any investigation or review being conducted by the Knowledge SEC or any other Governmental Authority of any Tyler SEC Documents (including the Company, none of the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC reviewfinancial statements included therein).

SEC Reports. (a) The Company Except as disclosed in Schedule 6.9, AmerUs has timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since January 1, 1997 (the "AmerUs SEC Documents"). As of their respective dates, the AmerUs SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934 (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such AmerUs SEC Documents, and none of the AmerUs SEC 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. Except to the extent that information contained in any AmerUs SEC Document has been revised or superseded by a later filed by AmerUs SEC Document, none of the Company AmerUs SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of AmerUs included in the AmerUs SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and any documents or information furnished to the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a voluntary consistent basis on Current Reports on Form 8-Kduring the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of AmerUs and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in each the case since January 1of unaudited statements, 2012 to normal recurring year-end audit adjustments). (collectivelyb) As of their respective dates, the “Company AMHC SEC Reports”). The Company SEC Reports, as filed with or furnished to the SEC, (i) complied as to form Documents shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company AMHC SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iii) did not, at the time they were filed, or if amended or restated, at the time of such later amendment or restatementDocuments, and at their respective effective dates, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements were made, not misleading. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC with respect to the Company SEC Reports. As of the date hereof, to the Knowledge of the Company, none of the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC review.the

SEC Reports. (a) The Company Buyer has timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, statements and other documents required to be filed by the Company Buyer with the SEC, and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 2021 (collectively, the “Company Buyer SEC Reports”)) under the Securities Exchange Act, together with any amendments, restatements or supplements thereto. The Company SEC Reports, as As of the time it was filed with the SEC (or, if amended or furnished superseded by a filing prior to the SECdate of this Agreement, (i) then on the date of such filing), each of the Buyer SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as including the case may berules and regulations promulgated thereunder, applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements and none of the Securities Act, the Exchange Act and other applicable Laws and (iii) did not, Buyer SEC Reports at the time they were filed, or if amended or restatedsuperseded by a filing prior to the date of this Agreement, at on the time date of the last such later amendment or restatementsuperseding filing prior to the date of this Agreement, and at their respective effective dates, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary The certifications and statements required by (A) Rule 13a-14 or 15d-14 promulgated under the Securities Exchange Act and (B) 18 U.S.C. §1350 (Section 906 of the Company is subject ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) relating to any Buyer SEC Reports (collectively, the “Certifications”) are accurate and complete and comply as to form and content with all applicable legal requirements, and no current or former executive officer of Buyer has failed to make the Certifications required of him or her. Buyer has made available to the periodic reporting requirements Company true and complete copies of the Exchange Act or is otherwise required to file any formsall correspondence, reportsother than transmittal correspondence, schedules, statements or other documents with between the SEC, any foreign Governmental Entity that performs a similar function to that of on the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may beone hand, and Buyer, on the applicable rules other, since January 1, 2021, including all SEC comment letters and regulations promulgated thereunderresponses to such comment letters and responses to such comment letters by or on behalf of Buyer. As of the date hereofof this Agreement, there are no outstanding or unresolved written comments in comment letters received from the SEC or Nasdaq with respect to the Company Buyer SEC Reports. As of the date hereof, to To the Knowledge of the CompanyBuyer, none of the Company Buyer SEC Reports filed on or prior to the date hereof is are the subject of ongoing SEC reviewreview and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, including with regards to any accounting practices of Buyer. As used in this Section 2.2(d), the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC.

SEC Reports. (a) The Company has timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC, and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 2004 (collectively, the “Company SEC Reports”). The , all of which, at the time of filing thereof (except as and to the extent such Company SEC Reports, as Report has been modified or superseded in any subsequent Company SEC Report filed with or furnished and publicly available prior to the SEC, (idate of this Agreement) complied as to form in all material respects with the all applicable requirements of the Securities Act or the Exchange Act, as the case may beSecurities Act, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the rules and regulations promulgated thereunder (the “Securities Laws”) applicable to such Company SEC Reports. As of their respective dates (except as and to the extent modified or superseded in any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, as in the case may beof Company SEC Reports filed prior to the date hereof, (ii) were prepared or prior to the Effective Time, in all material respects in accordance with the requirements case of subsequently-filed Company SEC Reports), none of the Securities Act, the Exchange Act and other applicable Laws and (iii) did not, at the time they were filed, or if amended or restated, Company SEC Reports at the time of such later amendment filing contained, nor will any report, schedule, form, statement or restatementother document filed by the Company after the date hereof and prior to the Effective Time contain, and at their respective effective dates, contain any untrue statement of a material fact or omit omitted, or will omit, to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary Each of the consolidated financial statements of the Company included or incorporated by reference in the Company SEC Reports complied, or will comply if filed after the date hereof, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been, or will be if filed after the date hereof, prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC and subject to normal year end audit adjustments which would not be material in amount or effect) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented, or will fairly present if filed after the date hereof, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the assets, liabilities and the consolidated financial position of the Company and the Company Subsidiaries taken as a whole, as of the dates thereof and the consolidated results of operations, stockholders’ equity and cash flows for the periods then ended (except, in the case of unaudited statements, as permitted by Form 10-Q under the Exchange Act, which are subject to normal, recurring adjustments, none of which are material). As of the date hereof, no Company Subsidiary (including the Operating Partnership) is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation serviceAct. (b) As of their respective dates, or, if amended, as There are no liabilities of the date Company or any of the last such amendmentCompany Subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute or determined other than (i) liabilities disclosed in or reserved against or provided for on the face of the audited balance sheet (or disclosed in the notes thereto) in the most recent consolidated financial statements of the Company SEC Reports, as filed with or furnished to the SEC, complied included in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC with respect to the Company SEC Reports. As of the date hereof, to the Knowledge of the Company, none of the Company SEC Reports filed on or prior to the date hereof (the “Balance Sheet”), (ii) liabilities incurred on behalf of the Company or any Company Subsidiary in connection with the transactions contemplated by this Agreement and (iii) liabilities incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet and as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. (c) The management of the Company has (i) implemented and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, including the consolidated Company Subsidiaries, is made known to the subject management of ongoing SEC reviewthe Company, and (ii) has disclosed, based on its most recent evaluation, to the Company’s outside auditors and the audit committee of the Company Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and (B) any fraud or allegation of fraud whether or not material, that involves management or other employees who have a significant role in the Company’s or any of the Company’s Subsidiaries’ internal controls over financial reporting. (d) The Company has not identified any material weaknesses in the design or operation of the Company’s internal control over financial reporting. To the knowledge of the Company, there is no reason to believe that its auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of SOX when next due.

SEC Reports. (a) The Company has filed on a timely filed basis with the SEC (including following any extensions all SEC Reports. The SEC Reports constitute all of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, statements and other documents required to be filed by the Company with the SECCommission under Section 13 or 14 of the Exchange Act since December 31, and any documents 2007. Each SEC Report other than the First Quarter Form 10-Q, as of the date of the filing thereof with the Commission (or information furnished if amended or superseded by a filing prior to the SEC date hereof, then on a voluntary basis on Current Reports on the date of such amending or superseding filing) or as of the date hereof in the case of the First Quarter Form 810-KQ, in each case since January 1, 2012 (collectively, the “Company SEC Reports”). The Company SEC Reports, as filed with or furnished to the SEC, (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the case may be, applicable to such Company rules and regulations promulgated thereunder. The SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iii) did not, at the time they were filed, filed (or if amended or restatedsuperseded by a filing prior to the date of this Agreement, at then on the time date of such later amendment amending or restatementsuperseding filing) and as of the date hereof, did not and at their respective effective dates, do not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective datesdates (or if amended or superseded by a filing prior to the date hereof, or, if amended, as of then on the date of the last such amendmentamending or superseding filing), the financial statements of the Company included in the SEC ReportsReports (including, as in each case, any related notes), including any SEC Reports filed with or furnished to after the SECdate of this Agreement until the Closing, complied or will comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable published rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC Commission with respect to thereto as in effect at the Company SEC Reportstime of filing. As Such financial statements have been or will be prepared in accordance with GAAP consistently applied at the times and during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of the date hereofunaudited interim statements, to the Knowledge extent they may exclude footnotes or may be condensed or summary statements as permitted by Form 10-Q of the Company, none Commission) and fairly present in all material respects the financial position of the Company SEC Reports filed on or prior as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to the date hereof is the subject of ongoing SEC reviewnormal year-end adjustments).

SEC Reports. Since October 10, 1995, Central has filed with the Securities and Exchange Commission (athe "SEC") The Company has timely all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed with the SEC (including following any extensions the "Central SEC Documents"). As of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, statements and other documents required to be filed by the Company with the SEC, and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 (collectivelytheir respective dates, the “Company Central SEC Reports”). The Company SEC Reports, as filed with or furnished to the SEC, (i) 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 Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Central SEC ReportsDocuments, as the case may be, (ii) were prepared in all material respects in accordance with the requirements and none of the Securities Act, the Exchange Act Central SEC Documents when filed (as amended and other applicable Laws restated and (iiias supplemented by subsequently filed Central SEC Documents) did not, at the time they were filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading, other than those, in the aggregate, which would not have a Central Material Adverse Effect. No Subsidiary The financial statements of Central included in the Company is subject Central SEC Documents complied as to the periodic reporting requirements form, as of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents their respective dates of filing with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable published rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC with respect to thereto, have been prepared in accordance with GAAP (except, in the Company SEC Reports. As case of unaudited statements, as permitted by Form 10-Q of the date hereofSEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Central and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments), except when such failure, in the Knowledge aggregate, would not have a Central Material Adverse Effect. True, correct and complete copies of the CompanyCentral's most recent Form 10-K, none of the Company SEC Reports filed Form 10-Q and Proxy Statement are set forth on or prior to the date hereof is the subject of ongoing SEC reviewSchedule 4.8.

SEC Reports. (a) The Company has timely filed with Partnership’s annual report on Form 10-K for the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all formsyear ended September 30, reports, schedules, statements and other documents required to be filed by the Company with the SEC2004, and any documents or information furnished to the SEC on a voluntary basis on Current Reports quarterly and current reports on Form 10-Q and 8-K, in each case if any, filed by the partnership with the Securities and Exchange Commission (“SEC”) since January 1September 30, 2012 2004 (collectively, the “Company SEC Reports”). The Company SEC Reports, as ) were timely filed with or furnished to the SEC. Such documents, at the time they were filed with the SEC, (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iii) did not, at the time they were filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, contain any not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary In addition, each of the Company is subject to statements made in such documents within the periodic reporting requirements coverage of Rule 175(b) of the Exchange rules and regulations under the Securities Act or of 1933, as amended (the “Securities Act”), was made by the Partnership with a reasonable basis and in good faith. Other than the SEC Reports, none of the Partnership Entities nor any of their respective subsidiaries is otherwise required to file any formsform, reports, schedules, statements report or other documents document with the SEC, any foreign Governmental Entity SEC that performs a similar function to that of the SEC or any securities exchange or quotation servicehas not been filed. (b) As of their respective dates, or, if amended, as The draft of the date Partnership’s annual report of Form 10-K for the last such amendmentyear ended September 30, 2005, a copy of which has been delivered to the Company SEC ReportsBuyers (the “2005 Form 10-K”), as complies, and the version thereof actually filed with or furnished to the SECSEC shall comply, complied in all material respects with the requirements of the Securities Exchange Act and does not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the Exchange Actstatements therein, as in light of the case may becircumstances under which they are made, not misleading. In addition, each of the statements made in the 2005 Form 10-K and the applicable version thereof actually filed with the SEC within the coverage of Rule 175(b) of the rules and regulations promulgated thereunder. As of under the date hereof, there Securities Act was made by the Partnership with a reasonable basis and in good faith. (c) There are no outstanding agreements, contracts, indentures, leases or unresolved written comments from other instruments that are required to be described in the SEC Reports and the 2005 Form 10-K or to be filed as exhibits to the SEC Reports and the 2005 Form 10-K that are not and, with respect to the Company SEC Reports. As version of the date hereof2005 Form 10-K actually filed with the SEC will not be, described or filed as required by the Exchange Act. (d) Since September 30, 2005, no transaction has occurred between or among the Partnership GP, the Partnership Entities and any of their respective officers, directors, stockholders or Affiliates or, to the Knowledge best knowledge of the CompanyPartnership GP, none any Affiliate of any such officer, director or stockholder, that is required to be described in the Company SEC Reports filed on or prior to and the date hereof 2005 Form 10-K that is the subject of ongoing SEC reviewnot so described.

SEC Reports. Notwithstanding that the Company may not be required to remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file with the SEC and provide the Trustee and Holders of the Notes: (a1) The all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company has timely were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in "Management's Discussion and Analysis of Financial Condition and Results of Operations," the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company, if any) and, with respect to the annual information only, a report thereon by the Company's certified independent accountants; and (2) all current reports that would be required to be filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, statements and other documents required to be filed by the Company with the SEC, and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-KK if the Company were required to file such reports, in each case since January 1within the time periods specified in the SEC's rules and regulations. Delivery of such reports, 2012 information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (collectively, as to which the “Company SEC Reports”Trustee is entitled to rely exclusively on Officers' Certificates). The Company SEC ReportsIn addition, as filed with following the consummation of the exchange offer contemplated by the Registration Rights Agreement, whether or furnished to not required by the rules and regulations of the SEC, (i) complied as to form in the Company shall file a copy of all material respects such information and reports with the requirements of SEC for public availability within the Securities Act or time periods specified in the Exchange ActSEC's rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, the Company has agreed that, for so long as any Notes remain outstanding, it will furnish to the case may beHolders and to securities analysts and prospective investors, applicable upon their request, the information required to such Company SEC Reports, as the case may be, (iibe delivered pursuant to Rule 144(d)(4) were prepared in all material respects in accordance with the requirements of under the Securities Act, the Exchange Act and other applicable Laws and (iii) did not, at the time they were filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements were made, not misleading. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC with respect to the Company SEC Reports. As of the date hereof, to the Knowledge of the Company, none of the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC review.

SEC Reports. (a) The Company Seller has timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, statements and other documents reports required to be filed by it under the Company Securities Exchange Act of 1934, as amended (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, for the three years preceding the date hereof (or such shorter period as Seller was required by law to file such material) (the foregoing materials, together with the Seller’s Annual Report on Form 10-KSB for the year ended December 31, 2006, and the Quarterly Report on Form 10-QSB for the quarter ended March 31, 2007 and the Quarterly Report on Form 10-QSB for the quarter ended June 30, 2007, and Seller’s definitive Proxy Statement, when filed with the SEC, being collectively referred to herein as the "SEC Reports" and, together with the documents filed as exhibits to Seller's Registration Statement on Form SB-2, as amended, the "Disclosure Materials") on a timely basis or has received a valid extension pursuant to Rule 12b-25 under the Exchange Act of such time of filing and has filed any documents or information furnished such SEC Reports prior to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 (collectivelyexpiration of any such extension. As of their respective dates, the “Company SEC Reports”). The Company SEC Reports, as filed with or furnished to the SEC, (i) Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Actof 1933, as the case may beamended, applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, and the Exchange Act and other applicable Laws the rules and (iii) did notregulations of the SEC promulgated thereunder, at and none of the time they were SEC Reports, when filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary All material agreements to which Seller is a party or to which the properties or assets of the Company is Seller are subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as of the date of the last such amendment, applicable SEC Report have been filed as exhibits to the Company SEC Reports, as filed with or furnished to . The financial statements of Seller included in the SEC, complied SEC Reports (the “Financial Statements”) comply in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC with respect to thereto as in effect at the Company SEC Reportstime of filing. As Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all material respects the financial position of Seller and its consolidated subsidiaries as of the date hereofdates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. Except as disclosed in the Knowledge Disclosure Materials, since June 30, 2007, (a) there has been no event, occurrence or development that has had or that could reasonably be expected to have or result in a material adverse effect on the assets, business, operations, financial condition, liquidity or prospects of Seller and its Subsidiaries taken as a whole or on the CompanyBusiness or the Acquired Assets ("Material Adverse Effect"), none (b) Seller has not incurred any liabilities (contingent or otherwise) other than (x) liabilities incurred in the ordinary course of business consistent with past practice and (y) liabilities not required to be disclosed in filings made with the Company SEC Reports filed on SEC, (c) Seller has not altered its method of accounting or prior the identity of its auditors and (d) Seller has not declared or made any payment or distribution of cash or other property to the date hereof is the subject its stockholders or officers or directors (other than in compliance with existing Seller stock option plans) with respect to its capital stock, or purchased, redeemed (or made any agreements to purchase or redeem) any shares of ongoing SEC reviewits capital stock.

SEC Reports. (a) The Company has timely had access through publicly-available information to (i) Parent’s Annual Report on Form 10-K for the year ended March 30, 2003, as filed with the SEC (including following any extensions the “Parent 10-K”), (ii) its quarterly report on Form 10-Q for the quarter ended June 30, 2003, as filed with the SEC (the “Parent 10-Q”), (iii) all proxy statements relating to Parent’s meetings of time for filing provided shareholders held or to be held after April 1, 2003 and (iii) all other documents filed by Rule 12b-25 promulgated Parent with the SEC under the Exchange Act) all forms, reports, schedules, statements and other documents required to be filed by Act or the Company with the SEC, and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case Securities Act since January April 1, 2012 2000 (collectively, the “Company Parent SEC Reports”). The Company As of their respective dates, such documents complied, and all documents filed by Parent with the SEC Reportsunder the Exchange Act or the Securities Act between the date of this Agreement and the Closing Date will comply, as filed with or furnished to the SEC, (i) complied as to form in all material respects with the applicable SEC requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iii) did not, at or in the time they were filed, case of documents filed on or if amended or restated, at after the time of such later amendment or restatement, and at their respective effective datesdate hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary Except as set forth in Section 3.5 of the Company Parent Disclosure Schedule, all Parent SEC Reports have been timely filed with the SEC and constitute all forms, reports and documents required to be filed by Parent under the Exchange Act and the Securities Act since January 1, 2000. Between the date of this Agreement and the Closing Date, Parent will timely file with the SEC all documents required to be filed by it under the Exchange Act or the Securities Act. No Parent Subsidiary is subject required to file any form, report or other document with the periodic reporting requirements SEC. The certifications of the chief executive officer and chief financial officer of Parent required by Rules 13a-14 and 15d-14 of the Exchange Act or is otherwise required with respect to file any formsthe Parent SEC Reports, reportsas applicable, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, are true and correct as of the date of the last such amendment, the Company SEC Reportsthis Agreement, as filed they relate to a particular Parent SEC Report, as though made as of the date of this Agreement. Parent has established and maintains disclosure controls and procedures, has conducted the procedures in accordance with or furnished to the SEC, complied their terms and has otherwise operated in all material respects compliance with the requirements under Rules 13a-15 and 15d-15 of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC with respect to the Company SEC Reports. As of the date hereof, to the Knowledge of the Company, none of the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC review.

SEC Reports. (a) The Company Since its incorporation, MGI has timely filed all required forms, reports and documents with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act"SEC Reports") all forms, reports, schedules, statements and other documents required to be filed by the Company with the SEC, and any documents or information furnished it pursuant to the SEC on a voluntary basis on Current Reports on Form 8-KFederal securities laws and the rules and regulations thereunder, in each case since January 1, 2012 (collectively, the “Company SEC Reports”). The Company SEC Reports, as filed with or furnished to the SEC, (i) all of which have complied as to form in all material respects with the all applicable requirements of the Securities Act or the Exchange Actof 1933, as amended (the case may be, applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the "Securities Act"), the Exchange Act and other applicable Laws the rules and regulations promulgated thereunder. Except as set forth in Schedule 3.06 hereof, as of their respective dates of filing in final or definitive form (iii) did notor, at the time they were filed, or if amended or restatedsuperseded by a subsequent filing, at then on the time date of such later amendment subsequent filing), none of the SEC Reports of MGI, including, without limitation, any financial statements or restatementschedules included therein, and at their respective effective dates, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under in which such statements they were made, not misleading. No Subsidiary of Except as set forth in Schedule 3.06 hereof, the Company is subject to financial statements (including the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of related notes) included in the SEC or any securities exchange or quotation service. (b) As Reports of their respective dates, or, if amended, MGI complied as of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied form in all material respects with the requirements published rules and regulations of the Securities Act and Commission with respect thereto, were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the Exchange Actperiods involved, except as otherwise noted therein or, in the case of the unaudited financial statements, as the case may be, and permitted by the applicable rules and regulations promulgated thereunder. As of the date hereofCommission and fairly presented in all material respects in accordance with applicable requirements of GAAP (subject, there are no outstanding or unresolved written comments from in the SEC with respect case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of MGI and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of MGI and its consolidated Subsidiaries for the periods presented therein. Except as and to the Company SEC Reports. As extent set forth or disclosed in the consolidated balance sheet of MGI as of September 30, 1997 (the date hereof"Last Balance Sheet") or as set forth on Schedule 3.06, (i) at September 30, 1997, neither MGI nor any Subsidiary had any material liabilities, absolute, accrued or contingent, required by GAAP to be reflected on a balance sheet of MGI or the notes thereto, and (ii) since September 30, 1997, MGI has not incurred any liabilities (absolute, accrued or contingent) which are required by GAAP, to be reflected on a balance sheet of MGI and which individually or in the Knowledge aggregate, would have a MGI Material Adverse Effect, except liabilities incurred in the ordinary course of the Company, none of the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC reviewbusiness.

SEC Reports. (ai) The Company Except as set forth in Section 5.01(e)(1) of the Premier Financial Disclosure Schedule, Premier Financial has timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedulesregistration statements, proxy statements and other documents materials, together with any amendments required to be filed by the Company made with respect thereto, that it was required to file with the SEC, and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-Kall such reports, registration statements, proxy statements, other materials and amendments have complied in all material respects with all legal requirements relating thereto, and has paid all fees and assessments due and payable in connection therewith. (ii) An accurate and complete copy of each case since January 1final registration statement, 2012 (collectivelyprospectus, the “Company SEC Reports”). The Company SEC Reportsreport, as schedule and definitive proxy statement filed with or furnished to the SEC, (i) complied as SEC by Premier Financial pursuant to form in all material respects with the requirements of the Securities Act or the Exchange Act, as Act prior to the case may be, applicable to such Company date of this Agreement (the “Premier Financial’s SEC Reports, as the case may be, (ii”) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iii) did notis publicly available. No such Premier Financial’s SEC Report, at the time they were filed, furnished or if amended or restatedcommunicated (and, at in the time case of such later amendment or restatementregistration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), and at their respective effective datesconsidering all amendments to any of Premier Financial’s SEC Report filed prior to the date hereof, contain contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which such statements they were made, not misleading, except that information filed as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, all Premier Financial’s SEC Reports complied as of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied form in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable published rules and regulations promulgated thereunderof the SEC with respect thereto. No executive officer of Premier Financial has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”). As of the date hereof, there are no outstanding comments from or unresolved written comments from issues raised by the SEC with respect to any of the Company Premier Financial’s SEC Reports. As of the date hereof, to the Knowledge of the Company, none of the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC review.

SEC Reports. (a) The Company has timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, statements and other documents required to be filed by the Company with the SEC, and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 (collectively, the “Company SEC Reports”)) since September 30, 2009. The Except to the extent corrected by subsequent Company SEC Reports, such Company SEC Reports (a) as filed with or furnished to the SECof their respective dates of filing, (i) complied as to form complied, and will comply, in all material respects with the applicable requirements of the Securities Act or of 1933 (the Exchange Act, as the case may be, applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the “Securities Act”), the Exchange Act and other applicable Laws Law and (iiib) did not and will not, at the time they were filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements were made, not misleading. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any periodic forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the date hereofthis Agreement, there are no outstanding or unresolved written comments in comment letters received from the SEC with respect to the Company SEC Reportsfilings with the SEC. As of the date hereof, to To the Knowledge of the Company, as of the date hereof, none of the Company filings with the SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC reviewreview and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding the Company filings with the SEC or regarding any accounting or disclosure practices of the Company or its Subsidiaries.

SEC Reports. (a) The Company has timely filed with the SEC or furnished (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Actas applicable) all forms, reportsreports and documents with the SEC that have been required to be so filed or furnished (as applicable) by it under applicable laws prior to the date hereof, schedulesand the Company will file prior to the expiration date of the Offer all forms, statements reports and other documents with the SEC that are required to be filed by it under applicable laws prior to such time (all such forms, reports and documents, together with any other forms, reports or other documents filed or furnished (as applicable) by the Company with the SEC, and any documents SEC on or information furnished prior to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 (collectivelyexpiration date of the Offer that are not required to be so filed or furnished, the “Company SEC Reports”). The Company Each SEC ReportsReport complied, or will comply, as filed with or furnished to the SECcase may be, (i) complied as of its filing date, as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and with all applicable to provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such SEC Report was or will be filed. True and correct copies of all Company SEC ReportsReports filed prior to the date hereof and since January 1, as 1996, whether or not required under applicable laws, have been furnished to Parent or are publicly available in the case may beElectronic Data Gathering, Analysis and Retrieval (ii▇▇▇▇▇) were prepared in all material respects in accordance with the requirements database of the Securities ActSEC. As of its filing date (or, the Exchange Act and other applicable Laws and (iii) did not, at the time they were filed, or if amended or restatedsuperseded by a filing prior to the date of this Agreement, at on the time date of such later amendment amended or restatementsuperseded filing), each SEC Report filed since December 31, 2001 did not (or with respect to SEC Reports filed after the date hereof, did not and at their respective effective dates, will not) contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary None of the Company Company’s Subsidiaries is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements reports or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that . No executive officer of the SEC Company has failed to make the certifications required of him or any securities exchange her under Section 302 or quotation service. (b) As of their respective dates, or, if amended, as 906 of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied in all material respects with the requirements of the Securities ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC with respect to any SEC Report, except as disclosed in certifications filed with the Company SEC Reports. As of the date hereof, to the Knowledge of the Company, none of Neither the Company SEC Reports filed on nor any of its executive officers has received notice from any Governmental Authority challenging or prior to questioning the date hereof is the subject accuracy, completeness, form or manner of ongoing SEC reviewfiling of such certifications.

SEC Reports. (a) The Company has timely filed with the SEC or furnished (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Actas applicable) and made available to Parent all forms, reports, schedules, statements and other documents documents, including any exhibits thereto, required to be filed or furnished (as applicable) by the Company with the SEC, and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 2013 (collectively, the “Company SEC Reports”). The Company SEC Reports, as including all forms, reports and documents filed with or furnished (as applicable) by the Company with the SEC after the date hereof and prior to the SECEffective Time, (i) complied as to form were and, in all material respects with the requirements case of the Securities Act Company SEC Reports filed or furnished (as applicable) after the Exchange Actdate hereof, as the case may will be, applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and other applicable Laws the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (the “▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the rules and regulations thereunder, and (iiiii) except to the extent that information contained in any Company SEC Report has been revised, amended, modified or superseded prior to the date of this Agreement by a later filed Company SEC Report, did not, not at the time they were filed, filed or furnished (as applicable) (or if amended or restatedsuperseded by a filing prior to the date of this Agreement, at then on the date of such filing), and in the case of such forms, reports and documents filed or furnished (as applicable) by the Company with the SEC after the date of this Agreement, will not as of the time of such later amendment they are filed or restatement, and at their respective effective datesfurnished (as applicable), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company SEC Reports or necessary in order to make the statements thereinin such Company SEC Reports, in the light of the circumstances under which such statements they were and will be made, not misleading. No Subsidiary None of the Subsidiaries of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file or furnish (as applicable) any forms, reports, schedules, statements or other documents with the SEC. Since January 1, 2013, other than arising after the date hereof from or relating to the Merger or any foreign Governmental Entity that performs a similar function to that of the other transactions contemplated by this Agreement, neither the Company nor any Subsidiary of the Company has received from the SEC or any securities exchange other Governmental Authority, any written comments or quotation service. (b) As of their respective dates, or, if amended, as questions with respect to any of the date SEC Reports (including the financial statements included therein) or any registration statement filed by any of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied in all material respects them with the requirements of the Securities Act and the Exchange ActSEC that (A) remain unresolved or (B) have been resolved but not publicly disclosed, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments any notice from the SEC or other Governmental Authority that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the Company’s Knowledge, there is not any investigation or review being conducted by the SEC or any other Governmental Authority of any SEC Reports (including the financial statements included therein). The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act that are designed to ensure that all information required to be disclosed in the Company’s reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable each of the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to the Company SEC Reports. As of the date hereof, to the Knowledge of the Company, none of the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC reviewsuch reports.

SEC Reports. (a) The Company has timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, forms, statements and other documents required to be filed by it under the Company with Act and the SECSecurities Exchange Act of 1934, and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 as amended (collectively, the “Company Exchange Act”) since November 14, 2007, including pursuant to Section 13(a), 13(c) or 15(d) thereof (the foregoing materials from and after November 14, 2007, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”). The Company ) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports, as filed with or furnished Reports prior to the SECexpiration of any such extension. As of the date of filing, in the case of SEC Reports filed pursuant to the Exchange Act (i) and to the extent such SEC Report was amended, then as of the date of filing of such amendment), and as of the date of effectiveness in the case of SEC Reports filed pursuant to the Act (and to the extent such SEC Report was amended, then as of the date of effectiveness of such amendment), the SEC Reports complied as to form in all material respects with the requirements of the Securities Act or and the Exchange ActAct and the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder, as applicable, and none of the case may be, applicable to such Company SEC Reports, as of the date of filing, in the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, SEC Reports filed pursuant to the Exchange Act (and other applicable Laws and (iii) did notto the extent such SEC Report was amended, at then as to the time they were filed, or if amended or restated, at the time date of filing of such later amendment or restatementamendment), and at their respective effective datesas of the date of effectiveness in the case of SEC Reports filed pursuant to the Act (and to the extent such SEC Report was amended, contain then as of the date of effectiveness of such amendment), contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC with respect to the Company SEC Reports. As of the date hereof, to the Knowledge of the Company, none of the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC review.

SEC Reports. Financial Statements; Undisclosed Liabilities. ---------------------------------------------------------- (a) The Company has timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, statements and other documents required to be filed by the Company it with the SEC, and any documents or information furnished SEC since its inception pursuant to the federal securities laws and the SEC on a voluntary basis on Current Reports on Form 8-Krules and regulations thereunder, in each case since January 1, 2012 (collectively, the “Company SEC Reports”). The Company SEC Reportsall of which, as filed with or furnished to the SECof their respective dates, (i) complied as to form in all material respects with the applicable requirements of the Securities Act or of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, and the applicable to such rules and regulations of the SEC thereunder (collectively, the "Company SEC Reports"). None of the Company SEC Reports, including, without limitation, any financial statements or schedules included therein, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iii) did not, at the time they were filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As The financial statements (including the related notes thereto) of the Company included in the Company SEC Reports comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in conformity with generally accepted accounting principles ("GAAP ") in the United States applied on a consistent basis during the periods involved (except as otherwise noted therein), and present fairly the consolidated financial position of the Company and its consolidated Company Subsidiaries as of their respective dates, orand the consolidated results of their operations and cash flows for the periods presented therein (subject, if amendedin the case of the unaudited interim financial statements, to normal year-end adjustments). (c) Except (i) as set forth in Section 3.4(c) of the Company Disclosure Schedule, (ii) as set forth in the consolidated balance sheet of the Company as of March 31, 1999 set forth in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999 (the "Balance Sheet") and (iii) for current liabilities and obligations incurred in the ordinary course of business consistent with past practice since March 31, 1999 (and not materially different in type or amount), neither the Company nor any Company Subsidiary has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise). (d) All accounts receivable of the Company and each Company Subsidiary that are reflected in the Balance Sheet or on the accounting records of the Company and the Company Subsidiaries as of the date any Shares have been accepted for payment pursuant to the Offer represent and will represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business. Section 3.4(d) of the last such amendment, Company Disclosure Schedule contains a complete and accurate aged accounts receivable list of the Company SEC Reports, as filed with or furnished to the SEC, complied in all material respects with the requirements of the Securities Act and the Exchange ActCompany Subsidiaries as of June 30, as the case may be, and the applicable rules and regulations promulgated thereunder1999. As of the date hereofany Shares have been accepted for payment pursuant to the Offer, there are shall have been no outstanding or unresolved written comments from material increase in the SEC with respect to the Company SEC Reports. As of the date hereof, to the Knowledge of the Company, none accounts receivable of the Company SEC Reports filed on and the Company Subsidiaries that are 30 days or more past due. Unless paid prior to the date hereof is any Shares have been accepted for payment pursuant to the subject Offer, the accounts receivable of ongoing SEC reviewthe Company and each Company Subsidiary are or will be as of the date any Shares have been accepted for payment pursuant to the Offer, collectible net of the respective reserves shown in Section 3.4(d) of the Company Disclosure Schedule or on the accounting records of the Company and each Company Subsidiary as of the date any Shares have been accepted for payment pursuant to the Offer (which reserves are adequate and calculated consistent with past practice and, in the case of the reserves as of the date any Shares have been accepted for payment pursuant to the Offer, will not represent a greater percentage of the 30 days or more past due accounts receivable as of such date than the reserves reflected in Section 3.4(d) of the Company Disclosure Schedule represented of such past due accounts receivable reflected therein).

SEC Reports. (a) The Since March 21, 2012, the Company has timely filed with the SEC or furnished (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Actas applicable) all forms, reportsreports and documents with the SEC that have been required to be so filed or furnished (as applicable) by it under applicable Law prior to the date hereof, schedulesand, statements after the date of this Agreement and other until the Appointment Time, the Company will timely file or furnish (as applicable) all forms, reports and documents with the SEC that are required to be filed or furnished (as applicable) by it under applicable Law (all such forms, reports and documents, together with any other forms, reports or other documents filed or furnished (as applicable) by the Company with the SEC, and any documents SEC on or information furnished prior to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 (collectivelyexpiration date of the Offer that are not required to be so filed or furnished, the “Company SEC Reports”). The Company Each SEC ReportsReport complied or will comply, as filed with or furnished to the SECcase may be, (i) complied as of its filing date as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and with all applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements provisions of the Securities Act, the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and other the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (the “▇▇▇▇-▇▇▇▇▇ Act”), each as in effect on the date such SEC Report was or will be filed. True, correct and complete copies of all SEC Reports filed prior to the date hereof, whether or not required under applicable Laws Law, have been made available to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (iii▇▇▇▇▇) did notdatabase of the SEC. As of its filing date (or, at the time they were filed, or if amended or restatedsuperseded by a filing prior to the date of this Agreement, at on the time date of such later amendment amended or restatementsuperseded filing), each SEC Report did not and at their respective effective dates, will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which such statements they were made, not misleading. No Neither the Company nor any Subsidiary has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of the Company is subject SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC or any notice from the SEC or other Governmental Authority that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the periodic reporting requirements Company’s Knowledge, there is not, as of the Exchange Act date of this Agreement, any investigation or review being conducted by the SEC or any other Governmental Authority of any SEC Reports (including the financial statements included therein). None of the Company’s Subsidiaries is otherwise required to file any forms, reports, schedules, statements reports or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that . No executive officer of the SEC Company has failed to make the certifications required of him or any securities exchange her under Section 302 or quotation service. (b) As of their respective dates, or, if amended, as 906 of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied in all material respects with the requirements of the Securities ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC with respect to any SEC Report. Neither the Company SEC Reports. As nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the date hereofaccuracy, to the Knowledge completeness, form or manner of the Company, none filing of the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC reviewsuch certifications.

SEC Reports. (a) The Company has timely filed all required forms, reports and documents with the Securities and Exchange Commission (the "SEC") since January 1, 1994. The Company has made available to Gaming, in the form filed with the SEC SEC, the Company's (including following any extensions of time i) Annual Reports on Form 10-K for filing provided by Rule 12b-25 promulgated under the Exchange Actfiscal years ended December 31, 1996, 1995 and 1994, (ii) all forms, reports, schedules, statements and other documents required to be Quarterly Reports on Form 10-Q filed by the Company with the SECSEC since January 1, 1994, (iii) all proxy statements relating to meetings of the Company's stockholders since January 1, 1994 and any documents or information furnished to the SEC on a voluntary basis on (iv) all Current Reports on Form 8-K, in each case K and registration statements filed by the Company with the SEC since January 1, 2012 1994 (collectivelycollectively and as amended as required, the “Company "SEC Reports”"). The Company As of their respective dates, the SEC Reports, as filed with or furnished to the SEC, (i) Reports complied as to form in all material respects with the all applicable requirements of the Securities Act or of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), and the Exchange Act, each as in effect on the case may bedates such SEC Reports were filed. As of their respective dates, applicable to such Company none of the SEC Reports, as the case may beincluding, (ii) were prepared in all material respects in accordance with the requirements of the Securities Actwithout limitation, the Exchange Act and other applicable Laws and (iii) did notany financial statements or schedules included therein, at the time they were filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amendedrequired, as of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC with respect to the Company SEC Reports. As of the date hereof, to file any form, report, or other document with the Knowledge SEC under Section 12 of the Company, none Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the SEC Reports fairly present, in all material respects, in conformity with GAAP (as defined in Section 4.11 of this Agreement) applied on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject to normal year-end adjustments in the case of any unaudited interim financial statements). The Company has heretofore made available or promptly will make available to Gaming a complete and correct copy of any amendments or modifications, which are required to be filed on or prior with the SEC but have not yet been filed with the SEC, to the date hereof is SEC Reports. (b) Except as set forth in Schedule 2.7(b) hereto, the subject Company and its subsidiaries have no liabilities of ongoing SEC reviewany nature (whether accrued, absolute, contingent or otherwise), except for (i) liabilities set forth in the audited balance sheet of the Company dated December 31, 1996 or on the notes thereto, contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) liabilities incurred in the ordinary course of business consistent with past practice since January 1, 1997 and (iii) liabilities which would not, individually or in the aggregate, have a Company Material Adverse Effect.

SEC Reports. (a) The Company Except as set forth in Section 3.11 of the Camber Disclosure Schedule, Camber has timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) or furnished all formsrequired registration statements, prospectuses, reports, schedules, forms, statements, certifications, proxy statements and other documents required to be filed by the Company (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) with the SECUnited States Securities and Exchange Commission (the “SEC”)since January 1, and any documents or information furnished to 2018 SEC (the “Camber SEC on a voluntary basis on Current Reports on Form 8-K, in each case Reports”) since January 1, 2012 (collectively2021. As of their respective dates, subject to amendments thereto which have been made to date, the “Company Camber SEC Reports”). The Company SEC Reports, as filed with or furnished to the SEC, (i) Reports complied as to form in all material respects with the requirements of the Securities Act or of 1933, as amended (the “Securities Act”), the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company the Camber SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements and none of the Securities Act, the Exchange Act and other applicable Laws and (iii) did not, at the time they were filed, or if amended or restated, at the time of such later amendment or restatement, Camber SEC Reports when filed and at their respective effective datestimes, contain if applicable, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act , except that information filed or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, furnished as of a later date (but before the date of the last such amendment, the Company SEC Reports, this Agreement) shall be deemed to modify information as filed with or furnished to the SEC, complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunderan earlier date. As of the date hereofof this Agreement, there are no outstanding or unresolved written comments received from the SEC with respect to the Company SEC Reports. As any of the date hereofCamber SEC Reports except for comments on ▇▇▇▇▇▇’s preliminary proxy statement filed with the SEC on November 18, 2020, and, to the Knowledge knowledge of the CompanyCamber, none of the Company Camber SEC Reports filed on or prior to the date hereof is the subject of ongoing any outstanding SEC reviewinvestigation.

SEC Reports. (a) The Since January 1, 2015, the Company has timely filed with the SEC or furnished (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Actas applicable) all forms, reports, schedules, statements and other documents with the SEC that have been required to be so filed or furnished (as applicable) by it under Applicable Law at or prior to the time so required (all such forms, reports, schedules, statements and documents, together with any other forms, reports, schedules, statements or other documents filed or furnished (as applicable) by the Company with the SEC, and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since after January 1, 2012 (collectively2015 and at or prior to the Effective Time that are not required to be so filed or furnished, the “Company SEC Reports”). The . (b) Each Company SEC ReportsReport complied, or will comply, as filed with the case may be, as of its filing date (or, if amended or furnished to superseded by a filing, on the SECdate of such amended or superseded filing), (i) complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and with all applicable to provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such Company SEC ReportsReport was, or will be, filed. (c) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each Company SEC Report did not, or will not, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iii) did not, at the time they were filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which such statements they were made, not misleading. . (d) As of the date of this Agreement, (i) there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Reports or any registration statement filed by the Company with the SEC and (ii) no Company SEC Report nor any registration statement filed by the Company with the SEC is, to the Knowledge of the Company, the subject of ongoing SEC review. (e) No Subsidiary of the Company is subject to the periodic reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation serviceAct. (bf) As of their respective datesSince January 1, or2015, if amended, as no executive officer of the date Company has failed to make the certifications required of him or her under Section 302 or 906 of the last such amendment▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports, as filed with and at the time of filing or furnished to the SECsubmission of each such certification, such certification was true and accurate and complied in all material respects with the requirements of the Securities Act and the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since January 1, as the case may be2015, and the applicable rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC with respect to neither the Company SEC Reports. As nor any of its executive officers has received any written notice from any Governmental Entity challenging or questioning the date hereofaccuracy, to the Knowledge completeness, form or manner of the Company, none filing of the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC reviewsuch certifications.

SEC Reports. (a) The Company has timely furnished to the Buyer a true and complete copy of each statement, report, registration statement (together with the prospectus in the form filed pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the "SECURITIES ACT"), if any), definitive proxy statement and other filings filed with the SEC by the Company on or after January 1, 2002 and, prior to the Closing Date, the Company will have furnished the Buyer with true and complete copies of any additional documents filed with the SEC by the Company prior to the Closing Date (including following collectively, the "COMPANY SEC DOCUMENTS"), all to the extent the Company SEC Documents are not available on ▇▇▇▇▇. In addition, the Company has made available to the Buyer all exhibits to the Company SEC Documents filed prior to the date hereof, and will promptly make available to the Buyer all exhibits to any extensions of time for filing provided by Rule 12b-25 promulgated under additional Company SEC Documents filed prior to the Exchange Act) all forms, reports, schedules, statements and other Closing Date. All documents required to be filed by as exhibits to the Company SEC Documents have been so filed. As of their respective filing dates, or, with the SEC, and any documents or information furnished respect to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 (collectivelyregistration statements as of their effective dates, the “Company SEC Reports”). The Company SEC Reports, as filed with or furnished to the SEC, (i) Documents complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and the Securities Act, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, except to the extent corrected, modified or superseded by a subsequently filed Company SEC Document. There is no requirement under the Securities Act or the Exchange Act, as the case may be, applicable to have amended any such filing, except to the extent such filing has been amended, modified or superseded by a subsequently filed Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iii) did not, at the time they were filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements were made, not misleading. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation serviceDocument. (b) As of their respective dates, or, if amended, as of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC with respect to the Company SEC Reports. As of the date hereof, to the Knowledge of the Company, none of the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC review.

SEC Reports. (aNotwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) The Company has timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, statements and other documents required to be filed the extent permitted by the Exchange Act, the Company will file with the SEC, and any documents or information furnished make available to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 (collectivelyTrustee and the registered Holders, the “annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act with respect to U.S. issuers within the time periods specified therein or in the relevant forms. In the event that the Company SEC Reports”). The Company SEC Reportsis not permitted to file such reports, as filed with or furnished to the SEC, (i) complied as to form in all material respects documents and information with the requirements of the Securities Act or SEC pursuant to the Exchange Act, as the case may be, applicable to Company will nevertheless make available such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act information to the Trustee and other applicable Laws and (iii) did not, at the time they were filed, or Holders as if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements were made, not misleading. No Subsidiary of the Company is were subject to the periodic reporting requirements of Section 13 or 15(d) of the Exchange Act within the time periods specified therein or is otherwise in the relevant forms. The Company shall also comply with the other provisions of TIA § 314(a). If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and the aggregate amount of net assets of all such Unrestricted Subsidiaries exceeds the greater of $10.0 million and 0.5% of Adjusted Consolidated Net Tangible Assets determined as of the filing date of any quarterly or annual report required by the immediately preceding paragraph, then the quarterly and annual financial information required by the immediately preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management's Discussion and Analysis of Results of Operations and Financial Condition, of the financial condition and results of operations of the Company and its Restricted Subsidiaries. The Company and the Subsidiary Guarantors will make available to Holders and to prospective investors, upon the request of such Holders, the information required to file be delivered pursuant to Rule 144A(d)(4) under the Securities Act at any formstime the Notes are not freely transferable under the Securities Act. For purposes of this Section 3.2, reports, schedules, statements or other documents the Company and the Subsidiary Guarantors will be deemed to have furnished the reports to the Trustee and the Holders as required by this Section 3.2 if they have filed such reports with the SEC via the SEC's Electronic Data Gathering, Analysis and Retrieval System and such reports are publicly available. In the event that any foreign Governmental Entity that performs a similar function to that direct or indirect parent company of the Company becomes a guarantor of the Notes, the Company may satisfy its obligations under this Section 3.2 by furnishing financial information relating to such parent; provided that (a) such financial statements are accompanied by consolidating financial information for such parent, the Company, the Subsidiary Guarantors and the Subsidiaries of the Company that are not Subsidiary Guarantors in the manner prescribed by the SEC or any securities exchange or quotation service. and (b) As of their respective datessuch parent is not engaged in any business in any material respect other than incidental to its ownership, ordirectly or indirectly, if amended, as of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC with respect to the Company SEC Reports. As of the date hereof, to the Knowledge Capital Stock of the Company, none of the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC review.

SEC Reports. (a) The Company has timely filed all reports and other documents with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, statements and other documents required to be filed by the Company since 1986 (such documents, together with any reports filed during such period by the SEC, and any documents or information furnished to Company with the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 (collectively, the “Company SEC Reports”). The As of their respective filing dates, the Company SEC Reports, as filed with or furnished to the SEC, Reports (i) complied as to form in all material respects with with, to the extent in effect at the time of filing, the applicable requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, and the Exchange Act and other applicable Laws and (iiiii) did not, at the time they were filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary Each of the financial statements (including the related notes) of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as of the date of the last such amendment, included in the Company SEC Reports, Reports complied at the time it was filed as filed with or furnished to the SEC, complied form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable published rules and regulations promulgated thereunderof the SEC with respect thereto in effect at the time of such filing, was prepared in accordance with the rules and regulations of the SEC and generally accepted accounting principles in the United States (except, in the case of unaudited statements, as indicated in the notes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end adjustments). As of the date hereofof this Agreement, to the knowledge of the Company, there are no outstanding or unresolved written comments received from the SEC staff with respect to the Company SEC Reports. As of the date hereof, to the Knowledge of the Company, Reports and none of the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC reviewreview or investigation. (b) The chief executive officer and principal financial officer of the Company have made all certifications required by Section 302 and Section 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder by the SEC, and the statements contained in any such certificates were complete and correct when made.

SEC Reports. (a) The Company has timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, statements and other documents reports required to be filed by it under the 934 Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company with was required by law to file such reports) (the SEC, and any documents or information furnished foregoing materials being collectively referred to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 (collectively, herein as the “Company SEC Reports”). The Company ) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports, as filed with or furnished Reports prior to the SECexpiration of any such extension. As of their respective dates, (i) the SEC Reports complied as to form in all material respects with the requirements of the Securities 1934 Act or and the Exchange Actrules and regulations of the SEC promulgated thereunder, as and none of the case may be, applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iii) did not, at the time they were when filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary of The Registration Statement and any prospectus included therein, including the Company is subject to Prospectus and the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SECProspectus Supplement, complied in all material respects with the requirements of the Securities 1933 Act and the Exchange Act, as the case may be, 1934 Act and the applicable rules and regulations of the SEC promulgated thereunder. As , and none of such Registration Statement or any such prospectus, including the Prospectus and the Prospectus Supplement, contain or 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 case of any prospectus in the light of the date hereofcircumstances under which they were made, there are no outstanding or unresolved written comments from not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect to thereto as in effect at the Company SEC Reportstime of filing. As of Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the date hereofperiods involved (“GAAP”), to except as may be otherwise specified in such financial statements or the Knowledge of notes thereto, and fairly present in all material respects the Company, none financial position of the Company SEC Reports filed on or prior and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to the date hereof is the subject of ongoing SEC reviewnormal, immaterial, year-end audit adjustments.

SEC Reports. (a) The Company Universal has timely filed all reports, statements, forms and documents with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, statements and other documents that it was required to be filed by file since December 31, 1992 (the Company with the SEC, and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 (collectively, the “Company "SEC Reports”"). The Company SEC Reports, as filed with or furnished to the SEC, (i) all of which have complied as to form in all material respects with the all applicable requirements of the Securities Act or and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except as the case may be, applicable to such Company SEC Reports, as the case may be, (ii) were prepared set forth in all material respects in accordance with the requirements Schedule 5.5. As of the Securities Act, the Exchange Act and other applicable Laws and (iii) did not, at the time they were filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, each such report, statement, form or document, including without limitation any financial statement or schedule included therein, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements statement therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary None of the Company Universal's Subsidiaries is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements forms or other documents with the SEC. 5.6 Actions Pending. There is no action, suit, claim, investigation or proceeding pending or, to the knowledge of Universal, threatened, against Universal or any of its Subsidiaries which questions the validity of this Agreement or any action taken or to be taken pursuant hereto. There is no material action, suit, claim, investigation or proceeding pending or, to the knowledge of Universal, threatened, against or involving Universal, any foreign Governmental Entity that performs a similar function to that of the SEC its Subsidiaries, any Employee Benefit Plan (as defined in Section 5.23) or any securities exchange or quotation service. (b) As of their respective datesproperties or assets, or, if amended, as of except policy claims in the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied ordinary course under insurance policies issued by its Subsidiaries and those suits and proceedings listed in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunderSchedule 5.6. As of the date hereof, there There are no outstanding orders, judgments, injunctions, awards or unresolved written comments decrees of any court, arbitrator or governmental or regulatory body against Universal or any of its Subsidiaries, except the judgement entered in the Circuit Court of Jefferson County, Alabama, against Pioneer in W▇▇▇▇▇▇▇▇▇ v. American Pioneer Life Insurance Company (Civil Action No.CV-89-9560), which judgement has been appealed from the SEC and has been fully bonded by funds provided by American Pioneer Holding Corporation, pursuant to an Escrow Agreement dated May 26, 1993, among American Pioneer Holding Corporation, Universal and L▇▇▇▇▇ & G▇▇▇▇▇, P.A., as Escrowee. 5.7 Compliance with respect to the Company SEC ReportsLaw. As of the date hereof, to the Knowledge of the Company, none of the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC review.Except for any noncompliance which would not,

SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 (athe " Exchange Act ") The and the Company has timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all formsproxy statements, reports, schedules, forms, statements and other documents required to be filed by it under the Exchange Act. The Company has furnished the Purchaser with copies of (i) its Annual Report on Form 10-K for the SECfiscal year ended December 31, 2002 , (ii) its Quarterly Report on Form 10-Q for the fiscal quarters ended June 30, 2003 and any documents or information furnished to September 30, 2003 and (iii) its Proxy Statement filed with the SEC on a voluntary basis on Current Reports on Form 8-KApril 16, in each case since January 1, 2012 2003 (collectively, the “Company " SEC Reports”Reports "). The Company SEC Reports, as filed with or furnished is eligible to the SEC, (i) complied as to form in all material respects file a registration statement on Form S-3 with the requirements SEC for the purpose of registering the Securities Act or the Exchange Act, as the case may be, applicable to such Company resale of its securities. Each SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iii) did not, at the time they were filed, or if amended or restatedReport was, at the time of such later amendment or restatementits filing, in substantial compliance with the requirements of its respective form and at none of the SEC Reports, nor the financial statements (and the notes thereto) included in the SEC Reports, as of their respective effective filing dates, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary The financial statements of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of included in the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, Reports comply as of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied form in all material respects with applicable accounting requirements and the requirements published rules and regulations of the Securities Act and the Exchange Act, as the case may be, and the SEC or other applicable rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC with respect to thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (" GAAP ") applied on a consistent basis during the Company SEC Reports. As periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of the date hereofunaudited interim statements, to the Knowledge of extent they may not include footnotes or may be condensed) and fairly present in all material respects the Company, none financial position of the Company SEC Reports filed on or prior and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to the date hereof is the subject of ongoing SEC reviewnormal year-end audit adjustments).

SEC Reports. (ai) The Company City has timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedulesregistration statements, proxy statements and other documents materials, together with any amendments required to be filed by the Company made with respect thereto, that it was required to file with the SEC, all such reports, registration statements, proxy statements, other materials and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-Kamendments have complied in all material respects with all legal requirements relating thereto, and City has paid all fees and assessments due and payable in connection therewith. (ii) An accurate and complete copy of each case since January 1final registration statement, 2012 (collectivelyprospectus, the “Company SEC Reports”). The Company SEC Reportsreport, as schedule and definitive proxy statement filed with or furnished to the SEC, (i) complied as SEC by City pursuant to form in all material respects with the requirements of the Securities Act or the Exchange Act, as Act (the case may be, applicable to such Company “City SEC Reports, as the case may be, (ii”) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iii) did notis publicly available. No such SEC Report, at the time they were filed, furnished or if amended or restatedcommunicated (and, at in the time case of such later amendment or restatementregistration statements and proxy statements, on the dates of effectiveness and at their respective effective datesthe dates of the relevant meetings, contain respectively), contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which such statements they were made, not misleading, except that information filed as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, all City SEC Reports complied as of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied form in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable published rules and regulations promulgated thereunderof the SEC with respect thereto. As of the date hereofof this Agreement, no executive officer of City has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreement, there are no outstanding comments from, or unresolved written comments from issues raised by, the SEC with respect to the Company SEC Reports. As any of the date hereof, to the Knowledge of the Company, none of the Company City SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC review.(g)

SEC Reports. Except as described in Section 4.3 of the Acquiror Disclosure Schedules, Acquiror has filed with the SEC all registration statements, proxy statements and other statements, reports, schedules, forms and other documents (aincluding all exhibits, financial statements and the schedules thereto, and all other information incorporated by reference) The Company has timely required to be filed by it with the SEC since January 1, 2018. All such registration statements, proxy statements, and other statements, reports, schedules, forms and other documents, as amended at least one Business Day prior to the Agreement Date, together with the Acquiror 2019 10-K, are referred to herein as the “Acquiror SEC Documents”. To Acquiror’s knowledge, none of the Acquiror SEC Documents filed prior to the Agreement Date is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of Acquiror. As of the time it was filed with the SEC (including following any extensions of time for or, if amended or superseded by a filing provided by Rule 12b-25 promulgated under the Exchange Actat least one (1) all forms, reports, schedules, statements and other documents required to be filed by the Company with the SEC, and any documents or information furnished Business Day prior to the SEC Agreement Date, then on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 (collectively, the “Company SEC Reports”). The Company SEC Reports, as filed with or furnished to the SEC, date of such filing): (i) each of the Acquiror SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as the case it may be, applicable be amended from time to such Company SEC Reports, as the case may be, time and (ii) were prepared in all material respects in accordance with the requirements none of the Securities Act, the Exchange Act and other applicable Laws and (iii) did not, at the time they were filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, contain Acquiror SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary of For purposes hereof, the Company is subject “Acquiror 2019 10-K” means the Acquiror’s annual report on Form 10-K for the fiscal year ended December 31, 2019 to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents be filed with the SEC, any foreign Governmental Entity that performs a similar function in the form previously provided to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC with respect to the Company SEC Reports. As of the date hereof, to the Knowledge of the Company, none of the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC reviewwhich will not be modified in any material respect.

SEC Reports. (a) The Company has timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, forms, statements and other documents required to be filed by the Company with under the SECExchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (the foregoing materials, including the exhibits thereto and any documents or information furnished incorporated by reference therein, being collectively referred to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 (collectively, herein as the “Company SEC Reports”). The Company ) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports, as filed with or furnished Reports prior to the SECexpiration of any such extension. As of their respective dates, (i) the SEC Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and none of the case may be, applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iii) did not, at the time they were when filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary The financial statements of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of included in the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied Reports comply in all material respects with applicable accounting requirements and the requirements rules and regulations of the Securities Act Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except to the extent that unaudited financial statements may not contain all footnotes required by GAAP, and such statements fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. The Company’s independent registered public accounting firm is identified in the Annual Report on Form 10-K for the fiscal year ended September 30, 2011 (the “2011 Form 10-K”), and such accounting firm is a registered public accounting firm as required by the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC with respect to the Company SEC Reports. As of the date hereof, to the Knowledge of the Company, none of the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC review.

SEC Reports. (ai) The Company has timely As of their respective dates, each report, information statement and proxy statement filed by Purchaser with the SEC U.S. Securities and Exchange Commission (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act“SEC”) since January 17, 2013, which are all the forms, reports, schedules, statements reports and other documents required to be filed by the Company Purchaser and its subsidiaries with the SEC, and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 117, 2012 2013 (collectively, the “Company Purchaser SEC Reports”). The Company SEC Reports, as filed with or furnished to the SEC, ): (iA) was prepared in accordance and complied as to form in all material respects with the requirements of the Securities Exchange Act or of 1934, as amended (the “Exchange Act”), as and the case may be, rules and regulations of the SEC thereunder applicable to such Company Purchaser SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iiiB) did not, not at the time they were filed, or it was filed (and if amended or restated, at superseded by a filing prior to the time date of this Agreement then on the date of such later amendment filing and as so amended or restatement, and at their respective effective dates, superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary . (ii) Each set of financial statements (including, in each case, any related notes thereto) contained in the Company is Purchaser SEC Reports, including each Purchaser SEC Report filed after the date hereof until the Closing, was or will be prepared in accordance with GAAP and in a manner consistent throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, subject to the periodic reporting requirements absence of footnotes as permitted by the applicable rules and regulations of the Exchange Act SEC) and each fairly presents or is otherwise required will fairly present in all material respects the financial position of Purchaser at the respective dates thereof and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements, are or will be subject to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs normal adjustments which are not expected to have a similar function to that of the SEC or any securities exchange or quotation serviceMaterial Adverse Effect on Purchaser. (biii) As of their respective dates, or, if amended, as of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied Purchaser has been and is in compliance in all material respects with the requirements applicable provisions of the Securities Act ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Purchaser has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Purchaser’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Purchaser in the reports that it files under the Exchange Act are recorded, as processed, summarized and reported within the case may betime periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the applicable rules management of Purchaser as appropriate to allow timely decisions regarding required disclosure and regulations promulgated thereunder. As to make the certifications required pursuant to Sections 302 and 906 of the date hereof▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Purchaser has disclosed, there are no outstanding based on its most recent evaluations, to Purchaser’s accountants and the board of directors of Purchaser (A) all significant deficiencies in the design or unresolved written comments from the SEC with respect to the Company SEC Reports. As operation of its internal control over financial reporting (as defined in Rule 13a-15(f) of the date hereofExchange Act) and any material weaknesses that have more than a remote chance to materially adversely affect Purchaser’s ability to record, to the Knowledge of the Companyprocess, none of the Company SEC Reports filed on summarize and report financial data and (B) any fraud, whether or prior to the date hereof is the subject of ongoing SEC review.not material, that involves management or other employees who have a significant role in Purchaser’s internal control over financial reporting;

SEC Reports. (a) The Notwithstanding that the Company has timely may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, to the extent permitted by the Exchange Act, the Company will (i) file with the SEC or (ii) make publicly available to the Trustee and the registered Holders of the Notes: (1) all quarterly and annual information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent registered accounting firm; and (2) all current information that would be required to be filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, statements and other documents required to be filed by the Company with the SEC, and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 (collectively, the “Company SEC Reports”). The Company SEC Reports, as filed with or furnished to the SEC, (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iii) did not, at the time they were filed, or K if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements were made, not misleading. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise were required to file any forms, such reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as of In the date of the last such amendment, event that the Company SEC Reportsis not permitted to file such reports, as filed with or furnished to the SEC, complied in all material respects documents and information with the requirements of the Securities Act and SEC pursuant to the Exchange Act, the Company will nevertheless make publicly available such Exchange Act information to the Trustee and the Holders of the Notes as if the Company were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (a) in the case may beof quarterly reports, and within 15 days after the applicable time period specified in the SEC’s rules and regulations promulgated thereunderand (b) in the case of annual reports, within 30 days after the time period specified in the SEC’s rules and regulations. (c) In addition, the Company and the Guarantors have agreed that they will make available to the Holders and to prospective investors, upon the request of such Holders, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. As For purposes of this Section 4.03(c), the date hereof, there are no outstanding or unresolved written comments from Company and the Guarantors will be deemed to have furnished the reports to the Trustee and the Holders of Notes as required by this Section 4.03 if it has filed such reports with the SEC with respect via the ▇▇▇▇▇ filing system or such reports are publicly available. Delivery of reports information, notifications and documents to the Company SEC Reports. As Trustee is for informational purposes only and the Trustee’s receipt of the date hereofsuch shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, to the Knowledge of including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely on Officer’s Certificates). The Trustee shall not have any liability or responsibility for the filing, none posting, timeliness or content of any such reports or information. (d) The Parent Guarantor or any successor parent may satisfy the obligations of the Company set forth in Section 4.03(a) through (c) provided that if the Parent Guarantor or any successor parent does not conduct substantially all of its business through the Company then the Parent Guarantor or any successor parent shall identify any material differences in the net income and revenues of the Parent Guarantor on a consolidated basis vs. those of the Company on a consolidated basis. (e) Notwithstanding anything contained in this Indenture, if not filed with the SEC Reports filed on or prior but made publicly available to the date hereof Trustee and the registered Holders of the Notes in the event that the Company or the Parent Guarantor or any successor parent is not subject to the subject reporting requirements of ongoing Section 13 or 15(d) of the Exchange Act, (a) such information will not be required to comply with Section 302 or Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or related Items 307 and 308 of Regulation S- K promulgated by the SEC reviewand (b) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or Subsidiaries whose securities are pledged to secure the Notes as contemplated by Rule 3-16 of Regulation S-X or any financial statements of unconsolidated Subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions.

SEC Reports. (a) The Company 1st Constitution has timely filed all reports, schedules, registration statements, prospectuses and other documents, together with amendments thereto, required to be filed with the SEC since December 31, 2013 (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, statements and other documents required to be filed by the Company with the SEC, and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 (collectively, the “Company SEC 1st Constitution Reports”). The Company SEC ReportsExcept as set forth in Section 4.7(a) of the 1st Constitution Disclosure Schedule, as filed of their respective dates of filing with the SEC (or, if amended or furnished superseded by a subsequent filing prior to the SECdate hereof, (i) complied as of the date of such subsequent filing), the 1st Constitution Reports complied, and each 1st Constitution Report filed subsequent to form the date hereof and prior to the Effective Time will comply, in all material respects with the applicable requirements of the Securities Act or of 1933, as amended (the “Securities Act”) the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and did not or will not, as the case may be, applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iii) did not, at the time they were filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the Company 1st Constitution Reports. None of 1st Constitution’s Subsidiaries is subject required to file periodic reports with the periodic reporting requirements SEC pursuant to Sections 13 or 15(d) of the Exchange Act Act. No executive officer of 1st Constitution has failed in any respect to make the certifications required of him or is otherwise required to file any forms, reports, schedules, statements her under Sections 302 or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and to the Knowledge of 1st Constitution, no enforcement action has been initiated against 1st Constitution or its officers or directors by the SEC or relating to disclosures contained in any securities exchange or quotation service1st Constitution Report. (b) As The records, systems, controls, data and information of their respective dates1st Constitution and its Subsidiaries are recorded, orstored, if amendedmaintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of 1st Constitution or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect on the system of internal accounting controls described in the following sentence. Except as set forth in Section 4.7(b) of the date 1st Constitution Disclosure Schedule, 1st Constitution and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Except as set forth in Section 4.7(b) of the last such amendment1st Constitution Disclosure Schedule, 1st Constitution has designed disclosure controls and procedures (within the Company SEC Reports, as filed with or furnished to the SEC, complied in all material respects with the requirements meaning of the Securities Act Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act, ) to ensure that material information relating to 1st Constitution and its Subsidiaries is made known to the management of 1st Constitution by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the case may be, and certifications required by the applicable rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC Exchange Act with respect to the Company SEC 1st Constitution Reports. As Management of 1st Constitution has disclosed, based on its most recent evaluation prior to the date hereof, to 1st Constitution’s auditors and the Knowledge audit committee of 1st Constitution’s Board of Directors (1) any significant deficiencies in the Companydesign or operation of internal controls which could adversely affect in any material respect 1st Constitution’s ability to record, none of process, summarize and report financial data and have identified for 1st Constitution’s auditors any material weaknesses in internal controls, with any such significant deficiencies and material weaknesses having previously been disclosed in the Company SEC Reports filed on 1st Constitution Reports, and (2) any fraud, whether or prior to the date hereof is the subject of ongoing SEC reviewnot material, that involves management or other employees who have a significant role in 1st Constitution’s internal controls.

SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 (athe “Exchange Act”) The and, since January 1, 2002, the Company has timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all formsproxy statements, reports, schedules, forms, statements and other documents required to be filed by it under the Exchange Act, except for its Quarterly Report on Form 10-Q for the quarter ended March 31, 2002. The Company has furnished the Purchaser with copies of (i) its Annual Report on Form 10-K for the SECfiscal year ended December 31, 2002, (ii) its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2003 and any documents or information furnished to (iii) its Proxy Statement filed with the SEC on a voluntary basis on Current Reports on Form 8-KApril 17, in each case since January 1, 2012 2003 (collectively, the “Company SEC Reports”). The Company SEC Reports, as filed is eligible to file a registration statement on Form S-3 with or furnished to the SEC, (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Company . Each SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iii) did not, at the time they were filed, or if amended or restatedReport was, at the time of such later amendment or restatementits filing, in substantial compliance with the requirements of its respective form and at none of the SEC Reports, nor the financial statements (and the notes thereto) included in the SEC Reports, as of their respective effective filing dates, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary The financial statements of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of included in the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, Reports comply as of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied form in all material respects with applicable accounting requirements and the requirements published rules and regulations of the Securities Act and the Exchange Act, as the case may be, and the SEC or other applicable rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC with respect to thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the Company SEC Reports. As periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of the date hereofunaudited interim statements, to the Knowledge of extent they may not include footnotes or may be condensed) and fairly present in all material respects the Company, none financial position of the Company SEC Reports filed on or prior and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to the date hereof is the subject of ongoing SEC reviewnormal year-end audit adjustments).

SEC Reports. (aNotwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) The Company has timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, statements and other documents required to be filed the extent permitted by the Exchange Act, the Company shall (except as provided in the third paragraph of this Section 3.2) file with the SEC, and any documents or information furnished make available to the Trustee and the registered Holders of the Securities, the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act within the time periods specified therein. In the event that the Company is not permitted to file such reports, documents and information with the SEC pursuant to the Exchange Act, the Company will nevertheless make available such Exchange Act information to the Trustee and the Holders of the Securities as if the Company were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within the time periods specified therein. If the Unrestricted Subsidiaries of the Company, either individually or in the aggregate, would constitute a Significant Subsidiary (if such Subsidiaries were Restricted Subsidiaries), then the quarterly and annual reports referred to in the preceding paragraph shall include a Management’s Discussion and Analysis of Results of Operations and Financial Condition that describes, for the relevant period, the financial performance of the Company and its Restricted Subsidiaries. Notwithstanding any other provision in this Section 3.2 or the Securities, from the Effective Time until the Waiver Expiration Date, and so long as (i) the Consenting Noteholders receive the Consent Fee, (ii) the registered Holders as of the close of business on each of October 1, 2005 and January 1, 2006 receive the Additional Interest Payments on the Securities when the same becomes due and payable (as specified in the definition thereof) and (iii) the Company has received the Additional Equity Investment, the Company shall not be required to file with the SEC or make available the annual report and the other, information, documents and reports that the Company otherwise would have been required to file with the SEC or make available to the Trustee and the Holders of the Securities pursuant to this Section 3.2. In addition to the foregoing, the Company will file with the SEC a voluntary basis on Current Reports Report on Form 8-KK (a) not later than the 15th day after the end of each month beginning with the month of May 2005, selected financial and operational information consisting of the following: gross revenue, interest expense, scan volumes, existing center gross revenue and number of centers in operation, total outstanding indebtedness, cash bank balance and book balance (including outstanding checks) and amounts available for borrowing under the Senior Credit Agreement; (b) not later than the 45th day after the end of each case since January 1month beginning with the month of May 2005, 2012 selected financial and operating information consisting of net revenue and capital expenditures; and (collectivelyc) not later than the 45th day after the end of each month beginning with the month of September 2005, selected financial information consisting of operating cash flow; provided that notwithstanding the foregoing, the “Company SEC Reports”). The Company SEC Reportsfirst Current Report on Form 8-K filing shall be made on or before July 29, as filed with or furnished to 2005 and provided further that the SEC, (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iii) did not, at the time they were filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order Company’s obligation to make the statements therein, filings specified in this paragraph with the light SEC shall cease upon the earlier of the circumstances under which such statements were made, not misleading. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied in all material respects with the requirements of the Securities Act Restatement Date and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC with respect to the Company SEC Reports. As of the date hereof, to the Knowledge of the Company, none of the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC reviewWaiver Expiration Date.

SEC Reports. (a) The Company has timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, statements and other documents filings required to be filed made by the Company under the Securities Act and the Exchange Act (the “SEC Reports”) have been filed with the SEC, including all forms, statements, reports, written agreements and any documents or information furnished to all documents, exhibits, amendments and supplements appertaining thereto, and the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 (collectively, the “Company SEC Reports”). The Company SEC Reports, as filed with or furnished to the SEC, (i) has complied as to form in all material respects with the all applicable requirements of the Securities Act or appropriate act and the Exchange Act, as the case may be, applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements rules and regulations thereunder. As of the Securities Acttheir respective dates, the Exchange Act and other applicable Laws and (iii) SEC Reports did not, at the time they were filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary of the The Company is subject to the periodic reporting requirements of has filed all certifications and statements required by (a) Rule 13a-14 or Rule 15d-14 under the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as 18 U.S.C. Section 1350 (Section 906 of the date ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of the last such amendment, the Company SEC Reports, as filed 2002) with or furnished respect to the SECSEC Reports filed after July 30, complied in all material respects with the requirements of the Securities Act 2002. The Company maintains disclosure controls and procedures required under the Exchange Act, as and such controls and procedures are designed to provide reasonable assurance that all material information concerning the case may be, and the applicable rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC with respect Company is made known on a timely basis to the Company SEC Reports. As of individuals responsible for the date hereof, to the Knowledge preparation of the Company’s SEC filings and other public disclosure documents. The Company maintains complete copies of all policies, none of manuals and other documents promulgating such disclosure controls and procedures (and all written descriptions thereof) in compliance with applicable Law. As used in this Section 3.09, the Company SEC Reports filed on term “file” shall be broadly construed to include any document or prior information “filed” or “furnished” to the date hereof is the subject of ongoing SEC reviewSEC.

SEC Reports. (a) The Except as set forth in the SEC Reports, the Company has timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, forms, statements and other documents required to be filed by the Company under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the SECProspectus and the Prospectus Supplement, and any documents or information furnished being collectively referred to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 (collectively, herein as the “Company SEC Reports”). The Company ) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports, as filed with or furnished Reports prior to the SECexpiration of any such extension. As of their respective dates, (i) the SEC Reports complied as to form in all material respects with the requirements of the Securities Act or and the Exchange Act, as applicable, and none of the case may be, applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iii) did not, at the time they were when filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary The financial statements of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of included in the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied Reports comply in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC Commission with respect to thereto as in effect at the Company SEC Reportstime of filing. As of Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the date hereofperiods involved (“GAAP”), to except as may be otherwise specified in such financial statements or the Knowledge of notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the Company, none financial position of the Company SEC Reports filed on or prior and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to the date hereof is the subject of ongoing SEC reviewnormal, immaterial, year-end audit adjustments.

SEC Reports. (a) The Company has timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, forms, statements and other documents required to be filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) of the Exchange Act, for the one-year period preceding the date hereof (or such shorter period as the Company with was required by law to file such material) (the SECforegoing materials, including the exhibits thereto and any documents or information furnished incorporated by reference therein, being collectively referred to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 (collectively, herein as the “Company SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. Except to the extent of any subsequent correction filed prior to the date hereof (and a copy of which has been heretofore provided to the Purchasers). The Company SEC Reports, as filed with or furnished to of their respective dates, the SEC, (i) SEC Reports complied as to form in all material respects with the requirements of the Securities Act or and the Exchange Act, as applicable, and the case may berules and regulations of the Commission promulgated thereunder, applicable to such Company and none of the SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iii) did not, at the time they were when filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary The financial statements of the Company is subject to included in the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as of the date of the last such amendment, the Company SEC Reports, as filed with or furnished subsequently amended and restated (provided such amendments, if any, have been heretofore provided to the SECSubscribers), complied in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC Commission with respect to thereto as in effect at the Company SEC Reportstime of filing. As of Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the date hereofperiods involved (“GAAP”), to except as may be otherwise specified in such financial statements or the Knowledge of notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the Company, none financial position of the Company SEC Reports filed on or prior as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to the date hereof is the subject of ongoing SEC reviewnormal, immaterial, year-end audit adjustments.

SEC Reports. (a) The Company has timely shall file all reports and other information and documents which it is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, and within 15 days after it is required to file them with the SEC, whether or not the Company makes the filing with the SEC, the Company shall file copies of all such reports, information and other documents with the Trustee; provided that any such reports, information and documents filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all formspursuant to its Electronic Data Gathering, reports, schedules, statements Analysis and other documents required Retrieval system shall be deemed to be filed by the Company with the SEC, and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 (collectively, the “Company SEC Reports”). The Company SEC Reports, as filed with or furnished to the SEC, (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iii) did not, at the time they were filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements were made, not misleading. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation serviceTrustee. (b) As Delivery of their respective datessuch reports, orinformation and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, if amendedincluding the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (c) The Company also shall comply with Trust Indenture Act Section 314(a), as of whether or not the date of Securities are governed by the last such amendment, Trust Indenture Act. (d) At any time when the Company SEC Reports, as filed with or furnished is not subject to the SEC, complied in all material respects with the requirements Section 13 of the Securities Act and 15(d) of the Exchange Act, as the case may beCompany shall furnish to the Trustee (i) quarterly financial statements within 45 days after the end of each fiscal quarter that are substantially equivalent to those the Company would otherwise be required to file with the Commission in a Quarterly Report on Form 10-Q, (ii) annual financial statements within 90 days after the end of each fiscal year that are substantially equivalent to those the Company would be required to file with the Commission in an Annual Report on Form 10-K, including a report thereon by the Company’s certified independent accountants, and the applicable rules and regulations promulgated thereunder. As (iii) accompanying each of the date hereoffinancial statements required by (i) and (ii) above, there are no outstanding or unresolved written comments from information substantially equivalent to that required by Regulation S-K Item 303, “Management Discussion and Analysis of Financial Condition and Results of Operations;” provided, that in each case the SEC with respect delivery of materials to the Company SEC Reports. As of the date hereof, Trustee by electronic means shall be deemed “furnished” to the Knowledge Trustee for purposes of the Companythis Section 6.2(d); provided, none of further, that the Company SEC Reports filed shall be deemed to have satisfied its obligations under each of (i), (ii) and (iii) above if it files such information with the Commission (if the Commission will accept such filing) or otherwise makes such financial statements and other information available on or prior to the date hereof is the subject of ongoing SEC reviewthrough its web site.

SEC Reports. (a) The Company Since August 1, 2009, Purchaser has timely filed with the SEC Securities and Exchange Commission (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act“SEC”) all forms, reports, schedules, statements forms, statements, amendments and other documents required to be filed by it under the Company with Exchange Act, including pursuant to Section 13(a) or 15(d), or the SEC, and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 Securities Act thereof (collectively, the “Company SEC Reports”). The Company SEC ReportsAs of their respective dates, or, if amended, as filed with or furnished to of the SECdate of such amendment, (i) the SEC Reports complied as to form in all material respects with the requirements of the Securities Exchange 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 Reports. As of their respective dates, or, if amended, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Actdate of such amendment, the Exchange Act and other applicable Laws and (iii) SEC Reports did not, at the time they were filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary of The financial statements (including the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of related notes) included in the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, Reports comply as of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable published rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC with respect to thereto in effect at the Company SEC Reports. As time of filing, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the date hereofSEC) applied on a basis consistent with the historical practices of Purchaser during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Purchaser and its consolidated subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments and the Knowledge absence of footnotes otherwise required under GAAP). Purchaser does not have pending before the Company, none SEC any request for confidential treatment of information. Purchaser is not an issuer identified in Rule 144(i)(1) under the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC reviewSecurities Act.

SEC Reports. Since March 31, 2026 (a) The the “Most Recent 10-K Filing Date”), the Company has timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, forms, statements and other documents required to be filed with or furnished to the Commission by the Company with under the SECSecurities Act or the Exchange Act, and any documents or information furnished including those required to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 (collectively, the “Company SEC Reports”). The Company SEC Reports, as be filed with or furnished to the SECCommission under Section 13(a) or Section 15(d) of the Exchange Act. As of the date of this Agreement or the Closing Date, as applicable, no Subsidiary of the Company is required to file or furnish any report, schedule, registration, form, statement, information or other document with the Commission. As of its filing date (i) or, if amended or superseded by a filing prior to the Signing Date or the Closing Date, as applicable, on the date of such amended or superseded filing), each SEC Reports filed with or furnished to the Commission complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may beapplicable, and other federal, state and local laws, rules and regulations applicable to such Company SEC Reportsit, and, as the case may beof its filing date (or, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iii) did not, at the time they were filed, or if amended or restatedsuperseded by a filing prior to the date of this Agreement or the Closing Date, at as applicable, on the time date of such later amendment amended or restatementsuperseded filing), and at their respective effective dates, such SEC Report did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary of the Company is subject Each SEC Report to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as of the date of the last such amendment, the Company SEC Reports, as be filed with or furnished to the SECCommission after the date of this Agreement or the Closing Date, complied as applicable, when such document is filed with or furnished to the Commission and, if applicable, when such document becomes effective, as the case may be, shall comply in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may beapplicable, and the applicable other federal, state and local laws, rules and regulations promulgated thereunder. As applicable to it, and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the date hereofcircumstances under which they were made, there not misleading. There are no outstanding or unresolved written comments received by the Company from the SEC with respect to Commission. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company SEC Reports. As of under the date hereof, to Securities Act or the Knowledge of the Company, none of the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC review.Exchange Act

SEC Reports. (a) The Company has timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, statements and other documents Company SEC Reports required to be have been filed by on or after December 10, 2020. As of their respective effective dates (in the case of Company with the SEC, and any documents or information furnished SEC Reports that are registration statements filed pursuant to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 requirements of the Securities Act of 1933 (collectively, the “Securities Act”)) and as of their respective filing dates (in the case of all other Company SEC Reports”). The , and except to the extent corrected by subsequent Company SEC Reports, as Reports filed with or furnished prior to the SECdate hereof, each Company SEC Report (ia) complied as to form in all material respects with the requirements of the Exchange Act and the Securities Act or the Exchange Act, as the case may be, applicable to such Company SEC Reports, as the case may beReport, (iib) were was prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act and other applicable Laws Law and (iiic) did not, at the time they were filedas of such respective dates, or if amended or restatedrestated prior to the date hereof, at the time of such later amendment or restatement, and at their respective effective dates, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Reports. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any periodic forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC with respect to the Company SEC Reports. As of the date hereof, to the Knowledge of the Company, none of the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC review.

SEC Reports. (i) Shine has delivered to the Sellers, or there have been available by public means, (a) The Company has timely the Shine Financial Statements, (b) Shine’s S-1 Registration Statement (the “Registration Statement”), filed with the SEC as of September 20, 2005, Registration No. 333-127093 relating to its initial public offering of securities and (including following any extensions of time for filing provided c) all other reports filed by Rule 12b-25 promulgated Shine under the Securities and Exchange Act (the “Exchange Act”) (all forms, of such reports, schedulestogether with any amendments thereto and documents incorporated by reference therein, statements and other documents required are referred to be filed by the Company with the SEC, and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 (collectively, herein as the “Company SEC Reports”). The Company . (ii) As of its filing date or, if applicable, its effective date, the Shine Financial Statements, Registration Statement and each SEC Reports, as filed with or furnished to the SEC, (i) Report complied as to form in all material respects with the requirements of the laws applicable to Shine, including the Securities Act or and the Exchange Act, as the case may be, applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and . (iii) The Registration Statement and each SEC Report, as of its respective filing dates and as of its effective date, did not, at the time they were filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary of the Company is subject to the periodic reporting requirements of Shine has filed all reports under the Exchange Act or is otherwise that were required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, be filed as of the date of the last such amendmenthereof, the Company SEC Reportsand Shine and, as filed with or furnished to the SECextent applicable, Buyer, will have filed all such reports required to have been filed under the Exchange Act through the Closing, and Shine has otherwise materially complied in with, and Shine and Buyer will comply and maintain compliance with all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC with respect to the Company SEC Reports. As of the date hereof, to the Knowledge of the Company, none of the Company SEC Reports filed on or prior Act up to the date hereof is of the subject of ongoing SEC reviewClosing.

SEC Reports. (a) The Company has timely furnished Purchasers with true and complete copies (including all amendments thereof) of its (i) Annual Reports on Form 10-K for the fiscal years ended August 3, 1997 and August 2, 1998 as filed with the SEC, (ii) Quarterly Report on Form 10-Q for the quarter ended November 1, 1998, as filed with the SEC, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since February 7, 1997 and (iv) all other reports filed with, or registration statements declared effective by, the SEC since February 7, 1997, which are all the documents (other than preliminary material) that the Company filed or was required to file with the SEC from that date through the date hereof (clauses (i) through (iv) being referred to herein collectively as the "SEC Reports"). ----------- From the date hereof through the Closing Date, the Company will furnish to Purchasers copies of any reports and registration statements to be filed with the SEC (including following any extensions the "Interim SEC Reports") within a reasonable amount of time for prior to filing provided by Rule 12b-25 promulgated under the Exchange Act) all formsthereof. As of their respective dates, reports, schedules, statements and other documents required to be filed by the Company with the SEC, and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 (collectively, or the “Company SEC Reports”). The Company Interim ------- SEC Reports, as filed with or furnished to the SEC, (icase may be) complied or will comply, as to form the case may be, in ----------- all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company reports and registration statements. As of their respective dates, the SEC Reports (or the Interim SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iii) did not and will not, at as the time they were filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective datescase may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements were they were, or will be, made, not misleading. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as The audited consolidated financial statements and unaudited interim financial statements of the date of Company included in the last such amendment, SEC Reports (or to be included in the Company Interim SEC Reports, as filed with or furnished to the SEC, complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be) comply as to form in all material respects with applicable accounting requirements of the Securities Act or the Exchange Act, as applicable, and with the applicable published rules and regulations of the SEC with respect thereto. The financial statements and the condensed financial statements, as applicable, included in the SEC Reports (or to be included in the Interim SEC Reports, as the case may be) (i) have been prepared in accordance with generally accepted accounting principles ("GAAP") ---- applied on a consistent basis (except as may be indicated therein or in the notes thereto), (ii) present fairly, in all material respects, the financial position of the Company and its subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules and regulations promulgated thereunder. As , and (iii) are in all material respects in agreement with the books and records of the date hereofCompany and its subsidiaries. (c) The Company and its subsidiaries keep proper accounting records in which all material assets and liabilities, there are no outstanding or unresolved written comments from the SEC with respect to and all material transactions, of the Company SEC Reportsand its subsidiaries are recorded in conformity with applicable accounting principles. As of the date hereof, to the Knowledge No part of the Company's or any of its subsidiaries' accounting system or records, none or access thereto, is under the control of a Person who is not an employee of the Company SEC Reports filed on or prior to such subsidiary (other than the date hereof is the subject of ongoing SEC reviewCompany's independent auditors and outside legal counsel).

SEC Reports. (a) The Company has timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, forms, statements and other documents required to be filed by it under the Company with the SECExchange Act, and any documents including pursuant to Section l3(a) or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-K15(d) thereof, in each case since January 1, 2012 2010 (collectivelythe foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “Company SEC Reports”). The Company , on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports, as filed with or furnished Reports prior to the SECexpiration of any such extension. As of their respective filing dates, (i) the SEC Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, and the Exchange Act and other applicable Laws the rules and (iii) did notregulations of the Commission promulgated thereunder, at and none of the time they were SEC Reports, when filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. On April 26, 2012, the Company filed an S-4 Registration Statement in connection with the proposed merger of KeySource Financial Inc. with and into the Company according to the terms of an Agreement and Plan of Merger dated December 21, 2011; such registration statement contains important information about the Company’s Common Stock and certain other material information about the Company. The Company advises any Purchaser to read such registration statement, in particular the sections entitled “Risk Factors,” “Description of BNC Capital Stock” and “Information about BNC.” On April 16, 2012, the Company filed a Definitive Proxy Statement in connection with the proposed (i) amendment to the Company’s Articles of Incorporation to create a class of non-voting common stock; (ii) amendment to the Company’s Articles of Incorporation to amend the terms of the Company’s Mandatorily Convertible Non-voting Preferred Stock, Series B, and (iii) issuance of non-voting common stock to Aquiline; such Proxy Statement contains important information about the Company. The SEC Reports, including the documents incorporated by reference in each of them, each contained substantially all of the information required to be included in it. No Subsidiary executive officer of the Company is subject has failed in any respect to make the periodic reporting requirements certifications required of him or her under Section 302 or 906 of the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service2002. (b) As of their respective dates, or, if amended, as of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC with respect to the Company SEC Reports. As of the date hereof, to the Knowledge of the Company, none of the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC review.

SEC Reports. (a) The Company Parent has timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, statements reports and other documents required to be filed by the Company it with the SECSEC since June 30, 1994 and any documents or information furnished has heretofore made available to the SEC on a voluntary basis on Current Reports on Form 8-KCompany, in each case since January 1, 2012 (collectively, the “Company SEC Reports”). The Company SEC Reports, as form filed with or furnished to the SECSEC (excluding any exhibits thereto), (i) complied its Annual Report on Form 10-K for the fiscal year ended July 1, 1995, and (ii) all other forms, reports, registration statements and other documents filed by Parent with the SEC since July 1, 1995 (the forms, reports, registration statements and other documents referred to in clauses (i) and (ii) above being referred to herein, collectively, as to form the "Parent SEC Reports"). The Parent SEC Reports and any other forms, reports and other documents filed by Parent with the SEC after the date of this Agreement (i) were or will be prepared in all material respects accordance with the requirements of the Securities Act or and the Exchange Act, as the case may be, applicable to such Company SEC Reports, as and the case may be, rules and regulations thereunder and (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iii) did not, not at the time they were filed, or if amended or restated, will not at the time of such later amendment or restatement, and at their respective effective datesthey are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which such statements they were or are made, not misleading. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as Each of the date consolidated financial statements (including, in each case, any notes thereto) contained in the Parent SEC Reports was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each fairly presented the consolidated financial position, results of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied in all material respects with the requirements operations and cash flows of the Securities Act Parent and the Exchange Act, its consolidated subsidiaries as the case may be, as at the respective dates thereof and for the applicable rules and regulations promulgated thereunder. As respective periods indicated therein (subject, in the case of the date hereof, there are no outstanding or unresolved written comments from the SEC with respect to the Company SEC Reports. As of the date hereofunaudited statements, to normal and recurring year-end adjustments that were not and are not expected, individually or in the Knowledge of aggregate, to be material in amount). (c) Except as set forth in the Company, none of the Company Parent SEC Reports filed on or with the SEC prior to the date hereof is of this Agreement, Parent and its subsidiaries do not have any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations that would not, individually or in the subject of ongoing SEC reviewaggregate, have a Parent Material Adverse Effect.

SEC Reports. (a) The Company TACT has previously made available to Vanguard and the Vanguard Stockholders each communication sent by TACT to its stockholders generally since January 1, 2001, and will continue to make such filings and communications available to Vanguard and the Vanguard Stockholders until the Closing. Since January 1, 2001, TACT has timely filed with the all SEC (including following any extensions of time for filing provided Reports required to be filed by Rule 12b-25 promulgated it under the Exchange Act) all forms, reports, schedules, statements Act and any other reports or documents required to be filed by the Company with the SECCommission. At the time of filing, mailing, or delivery thereof, the SEC Reports were prepared in accordance with the applicable requirements of the Exchange Act and the regulations promulgated thereunder and complied with the then applicable accounting requirements, and any none of such documents or information furnished contained or will contain an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading except for such statements, if any, as have been modified by subsequent filings with the Commission prior to the date hereof. Each of the consolidated balance sheets included in or incorporated by reference into the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 (collectively, including the “Company SEC Reports”). The Company SEC Reports, as filed with or furnished to the SEC, (irelated notes and schedules) complied as to form fairly presents in all material respects with the requirements consolidated financial position of TACT and its Subsidiaries as of its date and each of the Securities Act consolidated statements of income, cash flows and stockholders' equity included in or incorporated by reference into the Exchange ActSEC Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, applicable of TACT and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to such Company SEC Reportsexceptions as may be permitted by Form 10-Q under the Exchange Act), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Upon written request of the case may beVanguard Stockholders, TACT will furnish to Vanguard and the Vanguard Stockholders copies of (i) all correspondence received from the Commission, and (ii) were prepared in all material respects in accordance any of the agreements and instruments filed as exhibits to the SEC Reports. TACT has furnished to Vanguard and the Vanguard Stockholders a complete and accurate copy of any amendments or modifications, which have not yet been filed with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iii) did not, at the time they were filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, contain any untrue statement of a material fact or omit to state a material fact Commission but which are required to be stated therein or necessary in order filed, to make the statements thereinagreements, in the light of the circumstances under which such statements were made, not misleading. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements documents or other documents instruments which previously had been filed by TACT with the SEC, any foreign Governmental Entity that performs a similar function Commission pursuant to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied in all material respects with the requirements of the Securities Act and the or Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC with respect to the Company SEC Reports. As of the date hereof, to the Knowledge of the Company, none of the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC review.

SEC Reports. (a) The Company has timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, statements and other documents reports required to be filed by it under the Company with Securities Act and the SECSecurities Exchange Act of 1934, and any documents or information furnished to as amended (the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 "EXCHANGE ACT") for the two years preceding the date hereof (collectively, the “Company "SEC Reports”). The Company REPORTS") on a timely basis or has received a valid extension of such time for filing and has filed any such SEC Reports, as filed with or furnished Reports prior to the SECexpiration of such extension. As of their respective dates, (i) the SEC Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Securities and Exchange Commission ("SEC") thereunder applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements reports and registration statements. As of the Securities Acttheir respective dates, the Exchange Act and other applicable Laws and (iii) SEC Reports did not, at the time they were filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements were they were, or will be, made, not misleading. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as The audited consolidated financial statements and unaudited interim financial statements of the date of Company included in the last such amendment, the Company SEC Reports, Reports comply as filed with or furnished to the SEC, complied form in all material respects with the applicable accounting requirements of the Securities Act and or the Exchange Act, as applicable, and with the published rules and regulations of the SEC with respect thereto. The financial statements and the condensed financial statements, as applicable, included in the SEC Reports (i) have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto), (ii) present fairly, in all material respects, the financial position of the Company and its Subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods then ended subject, in the case may beof the unaudited interim financial statements, to normal year-end audit adjustments and the applicable fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules and regulations promulgated thereunder. As of , and (iii) are in all material respects in agreement with the date hereof, there are no outstanding or unresolved written comments from the SEC with respect to the Company SEC Reports. As of the date hereof, to the Knowledge of the Company, none books and records of the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC reviewand its Subsidiaries.

SEC Reports. (a) The Company has timely filed with the SEC, among other reports (i) Annual Reports on Form 20-F for the fiscal years ended December 31, 1997 and 1998 as filed with the United States Securities and Exchange Commission (the "SEC"), (ii) all other documents filed with the SEC (including following any extensions pursuant to Section 13, 14(a) and 15(d) of time for filing provided by Rule 12b-25 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) all forms, reports, schedules, statements and other documents required to be filed by the Company with the SEC, and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case Canadian securities regulatory authorities since January 1, 2012 1996 and (collectively, the “Company SEC Reports”). The Company SEC Reports, as iii) all registration statements filed with the SEC since January 1, 1996, which are all the documents (other than preliminary material) that the Company filed or furnished was required to file with the SEC, SEC or the Canadian securities regulatory authorities from that date through the date hereof (clauses (i) through (iii) being referred to herein collectively as the "SEC Reports"). Except to the extent they may have been subsequently amended or otherwise modified prior to the date hereof by subsequent reporting or filings, as of their respective dates, the SEC Reports (as the same may have been amended or otherwise modified) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Actof 1933, as amended (the case may be, applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the "Securities Act, ") or the Exchange Act and other the rules and regulations of the SEC thereunder applicable Laws to such reports and (iii) did not, at registration statements. Except to the time extent they were filed, or if may have been subsequently amended or restatedotherwise modified prior to the date hereof by subsequent reporting or filings, at the time as of such later amendment or restatement, and at their respective effective dates, the SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective datesThe audited consolidated financial statements as at and for the period ended December 31, or, if amended, as 1998 of the date of Company included in the last such amendment, SEC Reports (the Company SEC Reports, "1998 Financial Statements") comply as filed with or furnished to the SEC, complied form in all material respects with the accounting requirements of the Securities Act and or the Exchange Act, as the case may beapplicable, and with the applicable published rules and regulations of the SEC with respect thereto. The 1998 Financial Statements (i) have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto), (ii) present fairly, in all material respects, the financial position of the Company and its subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods then ended and (iii) are in all material respects in agreement with the books and records of the Company and its subsidiaries. (c) Except as otherwise disclosed in a Form 6-K filed by the Company on July 7, 1999, the unaudited interim financial statements of the Company as at and for all periods commencing on or after January 1, 1999 included in the SEC Reports comply as to form in all material respects with accounting requirements of the Securities Act or the Exchange Act, as applicable, and with the published rules and regulations of the SEC with respect thereto. Except as otherwise disclosed in a Form 6-K filed by the Company on July 7, 1999, the condensed financial statements included in the SEC Reports: (i) have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto); (ii) present fairly, in all material respects, the financial position of the Company and its subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods then ended subject to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules and regulations promulgated thereunder. As ; and (iii) are in all material respects in agreement with the books and records of the date hereofCompany and its subsidiaries. (d) The Company and its subsidiaries keep proper accounting records in which all material assets and liabilities, there are no outstanding or unresolved written comments from the SEC with respect to and all material transactions, of the Company SEC Reportsand its subsidiaries are recorded in conformity with applicable accounting principles. As of the date hereof, to the Knowledge No part of the Company's or any of its subsidiaries, none accounting system or records, or access thereto, is under the control of a Person who is not an employee of the Company SEC Reports filed on or prior to such subsidiary. (e) The Company, along with its subsidiaries, had less than $25,000,000 of aggregate sales in the date hereof is United States in the subject most recently completed fiscal year, and as of ongoing SEC reviewSeptember 30, 1999 owned, either directly or indirectly, assets in the United States with an aggregate book value of less than $15,000,000.

SEC Reports. (a) The Company has filed in a timely filed manner with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, statements and other documents reports required to be filed pursuant to the Exchange Act and is current in its reporting obligations. As of their respective dates, all reports required to filed pursuant to the Exchange Act, and all SEC filings by the Company with the SEC, and any documents or information furnished pursuant to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 Securities Act (collectively, the “Company SEC Reports”). The Company SEC Reports, as filed with or furnished to the SEC, (i) complied as to form comply in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the and Exchange Act and other applicable Laws the rules and (iii) did not, at regulations promulgated thereunder and none of the time they were filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, contain any SEC Reports contained an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary The Company has delivered to CPG and Cantix or made available through the SEC’s ▇▇▇▇▇ filing system true and complete copies of the Company is subject Company’s audited financial statements for the fiscal year ended December 31, 2008 (the “Audited Financial Statements Date”) and unaudited financial statements for the quarter ended June 30, 2009 ((the “Quarterly Financial Statements Date”). Such audited financial statements, are referred to as the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service“Financial Statements. (b) As of their respective dates, or, if amended, as of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, ” The Financial Statements complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations of the Commission promulgated thereunder. As Such Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of the date hereof, there are no outstanding or unresolved written comments from the SEC with respect to the Company SEC Reports. As of the date hereofunaudited interim statements, to the Knowledge of extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the Company, none financial position of the Company SEC Reports filed on or prior as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to the date hereof is the subject of ongoing SEC reviewnormal year-end audit adjustments).

SEC Reports. The Company has heretofore delivered to Parent and the Sub its: (a) The Company has timely Annual Reports on Form 10-K for the years ended December 31, 1993, December 31, 1994, and December 31, 1995, as filed with the SEC SEC; (including following any extensions b) proxy statements relating to the Company's meetings of time for filing provided by Rule 12b-25 promulgated under the Exchange Actstockholders (whether annual or special) during 1993, 1994 and 1995; and (c) all forms, reports, schedules, other reports or registration statements and other documents required to be filed by the Company with the SECSEC since December 31, 1991. Each report, schedule, registration statement and any documents or information furnished to definitive proxy statement filed by the Company with the Commission since December 31, 1991 (the "SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 (collectively, the “Company SEC Reports”Documents"). The Company SEC Reports, as filed with or furnished to the SECof its respective filing date, (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Actof 1933, as amended (the case may be, applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the "Securities Act"), the Exchange Act and other the respective rules and regulations of the Commission thereunder applicable Laws to such SEC Documents, and (iiiii) did not, at the time they were filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements were made, therein not misleading. No Subsidiary The Company has timely filed all documents that it was required to file with the Commission since January 1, 1992, except where the failure to file did not and would not reasonably be expected to have a Company Material Adverse Effect. The Company has not filed any Reports on Form 8- K since February 9, 1996. The financial statements of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of included in the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, Documents comply as of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable published rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC Commission with respect to thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the Company SEC Reports. As of periods involved, and fairly present in all material respects the date hereof, to the Knowledge of the Company, none consolidated financial position of the Company SEC Reports filed on or prior to and its consolidated Subsidiaries as at the date hereof is dates thereof and the subject consolidated results of ongoing SEC reviewtheir operations and changes in financial position for the periods then ended, except as may be as otherwise stated therein and, in the case of unaudited statements, as permitted by Form 10-Q, non-material accruals, and for normal, recurring year-end audit adjustments that would not be material in the aggregate.

SEC Reports. (a) The Except as set forth in Section 3.8 of the Company Disclosure Schedule, the Company has timely filed (and, from the date hereof until the Closing Date, will file) all required forms and reports (and all certificates required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”)) with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, statements and other documents required to be filed by the Company with the SEC, and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 2003 (collectively, the “Company SEC Reports”), all of which were (and will be) prepared in all material respects in accordance with the applicable requirements of the Exchange Act, the Securities Act and the rules and regulations promulgated thereunder (the “Securities Laws”). The As of their respective dates, the Company SEC Reports, as filed with or furnished to the SEC, Reports (ia) complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iiib) did not, at the time they were filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary Each of the consolidated balance sheets included in or incorporated by reference into the Company is subject SEC Reports (including the related notes and schedules) complied as to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amendedform, as of the date of the last such amendmenttheir report filing dates, the Company SEC Reports, as filed with or furnished to the SEC, complied in all material respects with the requirements Securities Laws and fairly presents in all material respects the consolidated financial position of the Securities Act Company and the Exchange ActCompany Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows, as the case may be, of the Company and the applicable rules Company Subsidiaries for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein and regulations promulgated thereunder. As except, in the case of the date hereofunaudited statements, as permitted by Form 10-Q pursuant to Sections 13 or 15(d) of the Exchange Act and for normal year-end audit adjustments which would not be material in amount or effect. To the knowledge of the Company, there are no outstanding or and unresolved written comments from the SEC with respect to the Company SEC Reports. As of the date hereof, to the Knowledge of the Company, none any of the Company SEC Reports filed on or prior reports. No Company Subsidiary is required to make any filing with the SEC. The Company has established and maintains disclosure controls and procedures for the purposes of Rules 13a-15 and 15d-15 of the Exchange Act in all material respects. Those disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company’s auditors and the Audit Committee of the Board have been advised of: (i) any significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date hereof is of the subject most recent evaluation of ongoing SEC reviewsuch disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

SEC Reports. (a) The Company has Company, AHD and APL have each timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) or furnished on a timely basis all forms, reports, schedules, forms, statements and other documents required to be filed or furnished by it under the Company Securities Act, the Exchange Act or the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (including the rules and regulations promulgated thereunder, collectively, the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with the SEC, and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 2008 (collectivelytogether with all exhibits, financial statements and schedules thereto and all information incorporated therein by reference, the “SEC Documents” and, such reports, schedules, forms, statements and other documents filed or furnished by the Company together with all exhibits, financial statements and schedules thereto and all information incorporated therein by reference, the “Company SEC ReportsDocuments”). The Company SEC ReportsAs of its respective date, or, if amended prior to the date hereof, as of the date of the last such amendment, and giving effect to any amendments or supplements thereto filed with prior to the date hereof, each of the SEC Documents complied when filed or furnished to the SEC(or, (iif applicable, when amended) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, in each case to the extent applicable Laws to such SEC Documents, and none of the SEC Documents when filed or furnished (iii) did notor in the case of a registration statement under the Securities Act, at the time they were filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, contain it was declared effective) contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary misleading (and no SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading). Other than AHD, APL and ATN, no Company is Subsidiary is, or has at any time since January 1, 2008, been subject to the periodic reporting requirements of the Exchange Act or is or has at any time since January 1, 2008 been otherwise required to file make periodic or recurring filings of any formsform, reportsreport, schedulesstatement, statements schedule, certificate or other documents document with the SEC, SEC or any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation serviceSEC. (b) As of their respective dates, or, if amended, as Each of the date of the last such amendmentCompany, the Company SEC Reports, as filed with or furnished to the SEC, complied AHD and APL is in compliance in all material respects with the requirements applicable provisions of the Securities S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable listing and governance rules and regulations of NASDAQ or the New York Stock Exchange, as applicable. Neither the Company nor any Company Subsidiary has outstanding (nor has arranged or modified since the enactment of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act) any “extensions of credit” (within the meaning of Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company or any Company Subsidiaries. (c) (i) The Company Financial Statements have been derived from the accounting books and records of the Company and the Company Subsidiaries, (ii) the AHD Financial Statements have been derived from the accounting books and records of AHD and its Subsidiaries and (iii) the APL Financial Statements have been derived from the accounting books and records of APL and its Subsidiaries and, in each case, (x) as of their respective dates of filing with the SEC complied as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (y) 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 and except, in the case of the unaudited interim statements, as may be permitted by Form 10-Q and Regulation S-X of the SEC) and (z) fairly present, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries, AHD and its consolidated Subsidiaries or APL and its consolidated Subsidiaries, as the case may be, as at the respective dates thereof, and the applicable rules consolidated results of their operations, their consolidated stockholders’ equity and regulations promulgated thereundertheir consolidated cash flows for the respective periods indicated (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto). Since December 31, 2007 through the date of this Agreement, there has not been any material change in any method of financial accounting by the Company, AHD or APL, except as required by GAAP and disclosed in the SEC Documents filed prior to the date hereof. (d) As of the date hereof, there are no outstanding or unresolved written comments from in any comment letters of the staff of the SEC with respect received by the Company, AHD or APL relating to the SEC Documents applicable to them. The Company has heretofore made available to Parent true, correct and complete copies of all written correspondence between the Company, AHD or APL, as applicable, on the one hand, and the SEC, on the other hand, occurring since January 1, 2008. None of the SEC Reports. As Documents is, to the knowledge of the Company as of the date hereof, to the Knowledge of the Company, none of the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC review. (e) Neither the Company nor any Company Subsidiary is a party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or a Company Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or a Company Subsidiary in the Company Financial Statements, the AHD Financial Statements, the APL Financial Statements or other SEC Documents.

SEC Reports. (a) The Company has timely Except for the Form 10-Q for the quarter ended March 31, 2024, filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under Commission on June 11, 2024, the Exchange Act) Company has filed all forms, reports, schedules, forms, statements and other documents required to be filed by the Company under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the SECProspectus and the Prospectus Supplement, and any documents or information furnished being collectively referred to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 (collectively, herein as the “Company SEC Reports”). The Company ) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports, as filed with or furnished Reports prior to the SECexpiration of any such extension. As of their respective dates, (i) the SEC Reports complied as to form in all material respects with the requirements of the Securities Act or and the Exchange Act, as applicable, and none of the case may be, applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iii) did not, at the time they were when filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary The financial statements of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of included in the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied Reports comply in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC Commission with respect thereto as in effect at the time of filing, except to the Company SEC Reportsextent restated as set forth in Amendment No. As of the date hereof, 1 to the Knowledge of Company’s Annual Report on Form 10-K/A for the Companyyear ended December 31, none 2023. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Base Prospectus, any Prospectus Supplement or the Prospectus. Such financial statements, as restated, have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company SEC Reports filed on or prior and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to the date hereof is the subject of ongoing SEC reviewnormal, immaterial, year-end audit adjustments.

SEC Reports. (a) The Company has timely had access through publicly-available information to (i) Parent’s Annual Report on Form 10-KSB for the year ended December 31, 2003, as filed with the Table of Contents SEC (the “Parent 10-K”), (ii) its quarterly report on Form 10-QSB for the quarter ended March 31, 2004, as filed with the SEC (including following any extensions the “Parent 10-Q”), (iii) all proxy statements relating to Parent’s meetings of time for filing provided shareholders held or to be held after January 1, 2001, and (iv) all other documents filed by Rule 12b-25 promulgated Parent with the SEC under the Exchange Act) all forms, reports, schedules, statements and other documents required to be filed by Act or the Company with the SEC, and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case Securities Act since January 1, 2012 2001 (collectively, the “Company Parent SEC Reports”). The Company As of their respective dates, such documents complied, and all documents filed by Parent with the SEC Reportsunder the Exchange Act or the Securities Act between the date of this Agreement and the Closing Date will comply, as filed with or furnished to the SEC, (i) complied as to form in all material respects with the applicable SEC requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iii) did not, at or in the time they were filed, case of documents filed on or if amended or restated, at after the time of such later amendment or restatement, and at their respective effective datesdate hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary Except as set forth in Section 3.8 of the Company Parent Disclosure Schedule, all Parent SEC Reports have been timely filed with the SEC and constitute all forms, reports and documents required to be filed by Parent under the Exchange Act and the Securities Act since January 1, 2001. Between the date of this Agreement and the Closing Date, Parent will timely file with the SEC all documents required to be filed by it under the Exchange Act or the Securities Act. No Parent Subsidiary is subject required to file any form, report or other document with the periodic reporting requirements SEC. The certifications of the chief executive officer and chief financial officer of Parent required by Rules 13a-14 and 15d-14 of the Exchange Act or is otherwise required with respect to file any formsthe Parent SEC Reports, reportsas applicable, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, are true and correct as of the date of the last such amendment, the Company SEC Reportsthis Agreement, as filed they relate to a particular Parent SEC Report, as though made as of the date of this Agreement. Parent has established and maintains disclosure controls and procedures, has conducted the procedures in accordance with or furnished to the SEC, complied their terms and has otherwise operated in all material respects compliance with the requirements under Rules 13a-15 and 15d-15 of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC with respect to the Company SEC Reports. As of the date hereof, to the Knowledge of the Company, none of the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC review.

SEC Reports. (a) The Company has timely A true and complete copy of each annual, quarterly and other report, registration statement, and definitive proxy statement filed by Buyer with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, statements and other documents required to be filed by the Company with the SEC, and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 2016 and prior to the date hereof (collectively, the “Company Buyer SEC ReportsDocuments”). The Company ) is available on the web site maintained by the SEC Reportsat ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇, as filed with or furnished to other than portions in respect of which confidential treatment was granted by the SEC, (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iii) did not, at the time they were filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements were made, not misleading. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective filing dates, or, if amended, as of the date of the last such amendment, the Company Buyer SEC Reports, as filed with or furnished to the SEC, Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder. As thereunder applicable to such Buyer SEC Documents, and none of the Buyer SEC Documents as of their respective filing dates or, taken as a whole, as of the date hereof, there are no outstanding contained any untrue statement of a material fact or unresolved written comments from omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) The financial statements of Buyer included in the Buyer SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect to thereto, were prepared in accordance with GAAP applied on a consistent basis throughout the Company SEC Reports. As periods indicated (except as may be indicated in the notes thereto, except in the case of pro forma statements, or, in the case of unaudited financial statements, except as permitted under Form 10-Q under the Exchange Act) and fairly presented the consolidated financial position of Buyer and its consolidated Subsidiaries as of the date hereofrespective dates thereof and the consolidated results of Buyer’s operations and cash flows for the periods indicated (subject to, in the case of unaudited statements, normal and recurring year-end audit adjustments). Except as disclosed in the Buyer SEC Documents, no material adverse effect with respect to the Knowledge of the CompanyBuyer has occurred since December 31, none of the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC review2018.

SEC Reports. (a) The Company previously has timely made available to Parent (i) its Annual Report on Form 10-K for the year ended December 31, 2004 (the "Company 10-K"), as filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, statements and other documents required to be filed by the Company with the SEC, (ii) all proxy statements relating to Company's meetings of stockholders held or to be held after December 31, 2004 and any (iii) all other documents filed by Company with, or information furnished to by Company to, the SEC on a voluntary basis on Current Reports on Form 8-Kunder the Securities Exchange Act of 1934, in each case as amended (the "Exchange Act"), since January 1, 2012 2002 and prior to the date of this Agreement (collectively, the “"Company SEC Reports”"). The As of their respective dates, such documents complied, and all documents filed by Company with the SEC Reportsbetween the date of this Agreement and the Closing Date shall comply, as filed with or furnished to the SEC, (i) complied as to form in all material respects respects, with applicable SEC requirements (including the requirements Sarbanes-Oxley Act of 2002 and the Securities Act or the Exchange Act, as the case may be, applicable to such Company SEC Reports, as the case may be, (iirelated rules and regulations promu▇▇▇▇▇▇ ▇▇▇▇▇▇▇der) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other applicable Laws and (iii) did not, at or in the time they were filed, case of documents filed on or if amended or restated, at after the time of such later amendment or restatement, and at their respective effective datesdate hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. No Subsidiary On and since January 1, 2002, Company has timely filed, and between the date of this Agreement and the Company is subject Closing Date shall timely file, with the SEC all documents required to the periodic reporting requirements of be filed by it under the Exchange Act or Act. No Company Subsidiary is otherwise required to file any formsform, reports, schedules, statements report or other documents document with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As Company has made available to Parent a complete and correct copy of their respective datesany amendments or modifications which are required to be filed with the SEC, orbut have not yet been filed with the SEC, if amendedany, to (i) Company Agreements which previously have been filed by Company with the SEC pursuant to the Securities Act of 1933, as amended (the "Securities Act") or Exchange Act and (ii) Company SEC Reports filed prior to the date hereof. Company has timely responded to all comment letters and other correspondence of the date staff of the last such amendment, SEC relating to the Company SEC Reports, as filed with and the SEC has not notified Company that any final responses are inadequate, insufficient or furnished otherwise non-responsive. Company has made available to Parent true and complete copies of all correspondence between the SEC, complied in all material respects with on the requirements one hand, and Company and any of the Securities Act Company Subsidiaries, on the other, occurring since January 1, 2002 and prior to the Exchange Actdate hereof and will, as reasonably promptly following the case may bereceipt thereof, and the applicable rules and regulations promulgated thereunder. As of make available to Parent any such correspondence sent or received after the date hereof, there are no outstanding or unresolved written comments from . To the SEC with respect to the Company SEC Reports. As knowledge of the date hereof, to the Knowledge of the Company, none of the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC reviewreview or outstanding SEC comment.

SEC Reports. (a) The Company has timely filed with So long as any Notes are outstanding, Parent shall provide to the SEC Trustee a copy of all of the information and reports referred to below: (including following 1) within the time period specified in the SEC’s rules and regulations for non-accelerated filers, annual reports of the Reporting Entity (as defined below) for such fiscal year containing the information that would have been required to be contained in an annual report on Form 10-K (or any extensions of time for filing provided by Rule 12b-25 promulgated successor or comparable form) if the Reporting Entity had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; (2) all formswithin the time period specified in the SEC’s rules and regulations for non-accelerated filers, reports, schedules, statements and other documents quarterly reports of the Reporting Entity for such fiscal quarter containing the information that would have been required to be filed contained in a quarterly report on Form 10-Q (or any successor or comparable form) if the Reporting Entity had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the Company with SEC; and (3) within the time period specified in the SEC, ’s rules and any documents or information furnished to the SEC on a voluntary basis on Current Reports regulations for filing current reports on Form 8-K, current reports of the Reporting Entity containing substantially all of the information that would be required to be filed in each case since January a Current Report on Form 8-K under the Exchange Act on the Issue Date pursuant to Sections 1, 2012 2 and 4, Items 5.01, 5.02 (collectivelya)-(d) (other than compensation information), the “Company SEC Reports”). The Company SEC Reports, as filed with or furnished 5.03(b) and Item 9.01 (only to the extent relating to any of the foregoing) of Form 8-K if the Reporting Entity had been a reporting company under the Exchange Act; provided, however, that no such current reports will be required to be furnished if Parent determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of Parent and its Restricted Subsidiaries, taken as a whole. In addition to providing such information to the Trustee, Parent shall make available to the Holders, prospective investors, market makers affiliated with any initial purchaser of the Notes and securities analysts the information required to be provided pursuant to the foregoing clauses (1), (2) and (3) of this Section 4.02(a), by posting such information to its website (or the website of any of Parent or any of its parent companies, including the Reporting Entity) or on IntraLinks or any comparable online data system or website. If at any time Parent or any direct or indirect parent of Parent has made a good faith determination to file a registration statement with the SEC with respect to an initial public offering of such entity’s Capital Stock, Parent will not be required to disclose any information or take any actions that, in the good faith view of Parent, would violate the securities laws or the SEC’s “gun jumping” rules. (a) will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of Parent and its Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries. Notwithstanding the foregoing, (A) neither Parent nor another Reporting Entity will be required to furnish any information, certificates or reports that would otherwise be required by (i) complied as to form in all material respects with the requirements Section 302 or Section 404 of the Securities Sarbanes Oxley Act of 2002, or the Exchange Actrelated Items 307 or 308 of Regulation S-K, as the case may be, applicable to such Company SEC Reports, as the case may be, or (ii) were prepared in all material respects in accordance Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (B) such reports will not be required to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q (or any successor forms) or related rules under Regulation S-K, and (C) such reports shall be subject to exceptions, exclusions and other differences consistent with the requirements presentation of the Securities Act, the Exchange Act financial and other applicable Laws information in this offering memorandum and (iii) did not, at the time they were filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective dates, contain any untrue statement of a material fact or omit to state a material fact shall not be required to be stated therein present compensation or necessary in order to make the statements therein, in the light of the circumstances under which such statements were made, not misleading. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation servicebeneficial ownership information. (b) As If at any time the Notes are guaranteed by a direct or indirect parent of their respective datesIssuer (any such entity, ora “Reporting Entity”) and such company has furnished the financial statements, information and other documents described herein with respect to such company as required by this Section 4.02 as if amendedsuch company were Parent (including any financial information required hereby), Parent shall be deemed to be in compliance with the provisions of this Section 4.02. Any information filed with, or furnished to, the SEC within the time periods specified in this Section 4.02 shall be deemed to have been made available as required by this Section, and to the extent such filings comply with the rules and regulations of the date of the last SEC regarding such amendmentfilings, the Company SEC Reports, as filed with or furnished they will be deemed to the SEC, complied in all material respects comply with the requirements of this Section 4.02. (c) Parent shall make the Securities Act and information referred to in this Section 4.02 available to prospective investors upon request. Parent shall, for so long as any Notes remain outstanding during any period when neither it nor another Reporting Entity is subject to Section 13 or 15(d) of the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from otherwise permitted to furnish the SEC with respect certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Company SEC Reports. As of Holders and to prospective investors, upon their request, the date hereofinformation required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) Notwithstanding the foregoing, Parent will be deemed to have furnished the reports and information referred to in this Section 4.02 to the Knowledge Trustee, the Holders, prospective investors, market makers and securities analysts if Parent or another Reporting Entity has filed such reports with the SEC via the ▇▇▇▇▇ filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.02 will be deemed satisfied by the Companyposting of reports that would be required to be provided on Parent’s website (or that of any of Parent’s parent companies, none of including the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC reviewReporting Entity).

SEC Reports. (a) The Since December 31, 2010, the Company has timely filed with or furnished to the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, statements, prospectuses, registration statements, definitive proxy statements and other documents (all such documents filed subsequent to December 31, 2010, collectively, including all exhibits thereto and information incorporated by reference therein, the “Company SEC Reports”) required to be filed by the Company with or furnished by the SEC, and any documents or information furnished Company to the SEC on in a voluntary basis on Current Reports on Form 8-Ktimely manner. As of their respective filing dates (or, in each case since January 1, 2012 (collectively, the “Company SEC Reports”). The Company SEC Reports, as filed with if amended or furnished superseded by a filing prior to the SECdate hereof, on the date of such amending or superseding filing), (i) complied as the Company SEC Reports complied, and each Company SEC Report filed subsequent to form the date hereof will comply, in all material respects with the requirements of the Securities Act or the Exchange ActNASDAQ, as the case may be, applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and other the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as the case may be, and the respective rules and regulations of the SEC promulgated thereunder applicable Laws to such Company SEC Reports and (iiiii) the Company SEC Reports did not, at and each Company SEC Report filed subsequent to the time they were filed, or if amended or restated, at the time of such later amendment or restatement, and at their respective effective datesdate hereof will not, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, not misleading. No The Company Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise not required to file any forms, reports, schedules, statements reports or other documents with the SEC, any foreign Governmental Entity that performs a similar function SEC pursuant to that Section 13 or 15 of the SEC or any securities exchange or quotation serviceExchange Act. (b) As of their respective dates, or, if amended, The Company has established and maintains disclosure controls and procedures (as of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied defined in all material respects with the requirements of the Securities Act Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as the case may be, ) and the applicable rules such disclosure controls and regulations promulgated thereunder. As of the date hereof, there procedures are no outstanding or unresolved written comments from the SEC with respect designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company SEC Reports. As of in the date hereof, to the Knowledge of the Company, none of the Company SEC Reports filed on reports that it files or prior to the date hereof is the subject of ongoing SEC review.submits