Common use of SEC Reports Clause in Contracts

SEC Reports. The Company has timely filed or furnished, as applicable, all reports, proxy statements, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated by reference therein) required to be filed or furnished by the Company under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “SEC Reports”) since the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and the SEC Reports at the time they were filed complied, in all material respects with the Securities Act or the Exchange Act, as applicable. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be described in the SEC Reports or will be required to be described in the Super 8-K that were or are not described, in all material respects, therein or, in the case of Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice of the Company or any of its Subsidiaries or otherwise relating to the Company or any of its Subsidiaries.

SEC Reports. (a) The Company has timely filed or furnished, as applicable, all reportswith the SEC and made available to HCPI true and complete copies of each registration statement, proxy statementsor information statement, schedulesform, forms, statements, certifications report and other documents (including exhibits and all other information incorporated by reference therein) document required to be filed or furnished by the Company under or any of its Subsidiaries with the SEC since January 1, 1996 (collectively, the "Company SEC Reports"). As of their respective dates, with respect to Company SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to Company SEC Reports filed pursuant to the Securities Exchange Act of 1934Act, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “SEC Reports”) since the Company was first required SEC Reports and any registration statements, reports, forms, proxy or information statements and other documents filed by Law or regulation the Company with the SEC after the date of this Agreement (i) complied, or, with respect to file such material. The Delivered Super 8-K compliesthose not yet filed, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and the SEC Reports at the time they were filed complied, in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as applicable. There are no Contracts and (ii) did not, or, with respect to those not yet filed, will not, contain any untrue statement of a material fact or any omit to state a material change or amendment thereto, or any waiver of any material right thereunder) that are fact required to be described stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the consolidated balance sheets included in or incorporated by reference into the Company SEC Reports or will be required to be described in (including the Super 8-K that were or are not describedrelated notes and schedules) presents fairly, in all material respects, the consolidated financial position of the Company and its consolidated 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) presents fairly, in all material respects, the results of operations, retained earnings or cash flows, as the case may be, of the Company and its Subsidiaries for the periods set forth therein or(subject, in the case of Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (orunaudited statements, to the Company’s knowledge, threatened orallynormal year-end audit adjustments), in each case regarding in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. (c) Except as set forth in the Company SEC Reports, neither the Company nor any accounting practice 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 the Company or any in the 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 notes to), the consolidated balance sheet of its Subsidiaries the Company as of ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) liabilities or otherwise relating to 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 any of 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. Notwithstanding that the Issuers may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company or RSC will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Issuers are required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if they were so subject. The Company has timely filed or furnishedRSC will also, within 15 days after the date on which the Company or RSC, as applicable, was so required to file or would be so required to file if the Company or RSC, as applicable, were so subject, transmit by mail to all reportsapplicable Holders, proxy statementsas their names and addresses appear in the Note Register, schedulesand to the Trustee (or make available on a Company or RSC website, formsprovided, statementshowever, certifications that the Trustee shall have no responsibility to determine if such reports and other documents have been so made available) copies of any such information, documents and reports (including exhibits and all other information incorporated by reference thereinwithout exhibits) so required to be filed filed. Notwithstanding the foregoing, if any audited or furnished by reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company under Company’s or RSC’s, as applicable, accountants not being “independent” (as defined pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (of the “Exchange Act”) (the “SEC Reports”) since thereunder), the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and the SEC Reports at the time they were filed complied, in all material respects with the Securities Act or the Exchange ActRSC, as applicable. There are no Contracts (, may, in lieu of making such filing or any material change transmitting or amendment theretomaking available the information, or any waiver of any material right thereunder) that are documents and reports so required to be described filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company or RSC, as applicable, shall in the SEC Reports or will any event be required to be described in make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the Super 8-K that were first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company or are RSC, as applicable, makes such an election and such filing has not describedbeen made, in all material respectsor such information, therein ordocuments and reports have not been transmitted or made available, in as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of Contracts 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (or any material change or amendment theretox) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any waiver period regardless of any material right thereunder) that the number of such elections by the Company or RSC, as applicable). The Company or RSC, as applicable, will be required deemed to be described in have satisfied the Super 8-Krequirements of this Section 405 if any Parent files and provides reports, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none documents and information of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally)types otherwise so required, in each case regarding any accounting practice of within the applicable time periods, and the Company or RSC, as applicable, is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of its Subsidiaries or otherwise relating to the filings by such Parent. The Company or any RSC, as applicable, also will comply with the other provisions of its SubsidiariesTIA § 314(a).

SEC Reports. The Notwithstanding that the Company has timely filed may not be subject to the reporting requirements of Section 13 or furnished15(d) of the Exchange Act, as applicableto the extent permitted by the Exchange Act, the Company will file with the SEC, and make available to the Initial Holder, the Trustee and the registered Holders of the Securities: (1) all reportsquarterly 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 were required to file such Forms, proxy statementsincluding a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, scheduleswith respect to the annual information only, forms, statements, certifications and other documents a report on the annual financial statements by the Company’s certified independent accountants; and (including exhibits and 2) all other information incorporated by reference therein) current reports that would be required to be filed or furnished by with the SEC on Form 8-K if the Company under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “SEC Reports”) since the Company was first were required by Law or regulation to file such materialreports. The Delivered Super 8-K compliesIn the event that the Company is not permitted to file such reports, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) documents and will comply, and information with the SEC Reports at the time they were filed complied, in all material respects with the Securities Act or pursuant to the Exchange Act, the Company will nevertheless make available such Exchange Act information to the Initial Holder, the Trustee and the Holders of the Securities as applicable. There are no Contracts (if the Company were subject to the reporting requirements of Section 13 or any material change 15(d) of the Exchange Act within 15 days of the time periods specified therein or amendment thereto, or any waiver of any material right thereunder) that are required to be described in the SEC Reports or will be required to be described in the Super 8-K that were or are not described, in all material respects, therein or, in the case of Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reportsrelevant Forms. To the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice of If the Company or has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or otherwise relating in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries. The Parent may satisfy the obligations of the Company set forth above; provided that (x) the financial information filed with the SEC or delivered to Holders pursuant to this covenant should include consolidating financial statements for the Parent, the Company, the Subsidiary Guarantors and the Subsidiaries that are not Subsidiary Guarantors in the form prescribed by the SEC and (y) the Parent is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of its Subsidiariesthe Company.

SEC Reports. The Company (i) NB&T Financial has timely filed or furnished, as applicable, 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 since January 1, 2010, and all such reports, registration statements, proxy statements, schedulesother materials and amendments have complied in all material respects with all legal requirements relating thereto, formsand has paid all fees and assessments due and payable in connection therewith. (ii) An accurate and complete copy of each final registration statement, statementsprospectus, certifications report, schedule and definitive proxy statement filed with or furnished to the SEC by NB&T Financial pursuant to the Securities Act or the Exchange Act prior to the date of this Agreement other than (A) such documents filed or furnished prior to May 8, 1996, (including exhibits and all other information incorporated by reference thereinB) documents filed in paper form since May 8, 1996, that were not required to be filed or furnished by the Company under the Securities Exchange Act of 1934, as amendedelectronically, and the rules and regulations promulgated thereunder (C) documents, if any, filed with a request for confidential treatment (the “Exchange Act”) (the “NB&T Financial’s SEC Reports”) since the Company was first required by Law or regulation to file such materialis publicly available. The Delivered Super 8-K compliesNone of NB&T Financial’s SEC Reports, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and the SEC Reports at the time filed, furnished or communicated (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), and considering all amendments to NB&T Financial’s SEC Reports filed prior to the date hereof, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading, except that information filed compliedas of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. As of their respective dates, all NB&T Financial’s SEC Reports complied as to form in all material respects with the Securities Act or the Exchange Act, as applicable. There are no Contracts (or any material change or amendment thereto, or any waiver published rules and regulations of any material right thereunder) that are required to be described in the SEC Reports with respect thereto. No executive officer of NB&T Financial has failed in any respect to make the certifications required of him or will be required to be described in her under Section 302 or 906 of the Super 8▇▇▇▇▇▇▇▇-K that were or are not described▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”). As of the date hereof, in all material respects, therein or, in the case of Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There there are no outstanding comments from or unresolved comments in comment letters received from issues raised by the SEC staff with respect to any of the NB&T Financial’s SEC Reports. To the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice of the Company or any of its Subsidiaries or otherwise relating to the Company or any of its Subsidiaries.

SEC Reports. The Company has filed on a timely filed or furnished, as applicable, basis with the SEC all reports, proxy statements, schedules, forms, statements, certifications and other SEC Reports. The SEC Reports constitute all of the documents (including exhibits and all other information incorporated by reference therein) required to be filed or furnished by the Company with the Commission under Section 13 or 14 of the Exchange Act since December 31, 2007. Each SEC Report other than the First Quarter Form 10-Q, as of the date of the filing thereof with the Commission (or if amended or superseded by a filing prior to the date hereof, then on the date of such amending or superseding filing) or as of the date hereof in the case of the First Quarter Form 10-Q, complied in all material respects with the requirements of the Securities Act or Exchange Act of 1934Act, as amendedapplicable, and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “thereunder. The SEC Reports”) since the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and the SEC Reports at the time they were filed complied(or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) and as of the date hereof, did not and do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates (or if amended or superseded by a filing prior to the date hereof, then on the date of such amending or superseding filing), the financial statements of the Company included in the SEC Reports (including, in each case, any related notes), including any SEC Reports filed after the date of this Agreement until the Closing, complied or will comply as to form in all material respects with applicable accounting requirements and the Securities Act published rules and regulations of the Commission with respect thereto as in effect at the time of filing. 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 Exchange Act, as applicable. There are no Contracts (or any material change or amendment notes thereto, or any waiver of any material right thereunder(ii) that are required to be described in the SEC Reports case of unaudited interim statements, to the extent they may exclude footnotes or will may be required to be described in condensed or summary statements as permitted by Form 10-Q of the Super 8-K that were or are not described, Commission) and fairly present in all material respects, therein orrespects 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 Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (orunaudited statements, to the Company’s knowledge, threatened orallynormal year-end adjustments), in each case regarding any accounting practice of the Company or any of its Subsidiaries or otherwise relating to the Company or any of its Subsidiaries.

SEC Reports. (a) The Company has timely filed or furnished, as applicable, all reports, proxy statements, schedules, required forms, statementsreports and documents with the SEC since December 31, certifications and other documents 1995 (including exhibits and all other information incorporated by reference therein) required to collectively, the "SEC Reports"), except that the Company will file a Notification of Late Filing on Form 126-25 notifying the SEC that its Form 10-K for its 1999 fiscal year could not be filed or furnished by within the Company under the Securities Exchange Act prescribed time period. Each of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “SEC Reports”) since the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and the SEC Reports at the time they were filed complied, has complied in all material respects with all applicable requirements of the Securities Act or and the Exchange Act, each as applicablein effect on the dates so filed. There are no Contracts (None of such forms, reports or documents, including, without limitation, any financial statements or schedules included or incorporated by reference therein, contained, when filed, any untrue statement of a material change fact or amendment thereto, or any waiver of any omitted to state a material right thereunder) that are fact required to be described stated or incorporated by reference therein or necessary in order to make the SEC Reports or will be required to be described in the Super 8-K that were or are not describedstatements therein, in all material respectslight of the circumstances under which they were made, therein ornot misleading. The Company has heretofore made available or promptly will make available to the Purchaser, in the case of Contracts (or any material change or amendment thereto, or any waiver a complete and correct copy of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To None of the Subsidiaries of the Company is required to file any reports, statements, forms or other documents with the SEC. (b) The SEC Reports contain audited consolidated balance sheets of the Company and its Subsidiaries as of December 31 in each of the years 1995 through 1998, and the related audited consolidated statements of income, statements of cash flow and changes in Shareholders' equity of the Company and its Subsidiaries for the fiscal years then ended, together with the respective reports thereon of KPMG LLP. These audited financial statements of the Company were included or incorporated by reference in the SEC Reports (collectively, including the footnotes thereto, the "SEC Financial Statements"), were prepared in accordance with GAAP (except as otherwise stated in the SEC Financial Statements or in the related reports of the Company’s knowledge's independent accountants) and present fairly the consolidated financial position of the Company and its subsidiaries as at the dates thereof, none and the results of operations, changes in financial position and statements of Shareholders' equity of the Company and its Subsidiaries for the periods indicated. No event has occurred since the Balance Sheet Date that would require a restatement of the SEC Reports is Financial Statements under GAAP other than by reason of a change in GAAP. The SEC Financial Statements reflect, and on the subject of an ongoing SEC review. There are no SEC inquiries or investigationsClosing Date will reflect, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice interest of the Company or in the assets, liabilities and operations of all Subsidiaries of the Company. (c) Neither the Company nor any of its Subsidiaries has any material liability, obligation or commitment of any nature whatsoever (whether known or unknown due or to become due, accrued, fixed, contingent, liquidated, unliquidated or otherwise) other than liabilities, obligations or commitments (i) which are accrued or reserved against in the consolidated balance sheet of the Company and its consolidated subsidiaries as of December 31, 1999 included in the Audited Financial Statements or reflected in the notes thereto, (ii)(x) which arose in the ordinary course of business since such date and (y) which do not or would not individually or in the aggregate have a Material Adverse Effect, or (iii) which are of the type that would not be required to be reflected on a consolidated balance sheet of the Company and its Subsidiaries or in the notes thereto if such balance sheet were prepared in accordance with GAAP as of the date thereof or as of the Closing Date, as the case may be. (d) Except as set forth on Schedule 5.25(d), since the date of the Company's 1999 Proxy Statement to the date hereof, the Company has not entered into or otherwise relating become obligated with respect to any transactions which would require disclosure pursuant to Item 404 of Regulation S-K in accordance with Items 7(b) or (c) of Schedule 14A under the Exchange Act were a Company or any proxy statement to be distributed as of its Subsidiariesthe date hereof.

SEC Reports. The Notwithstanding that the Company has timely filed may not be required to remain subject to the reporting requirements of Section 13 or furnished15(d) of the Exchange Act, as applicablethe Company shall file with the SEC and provide the Trustee and Holders of the Notes: (1) 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 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 reports, proxy statements, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated by reference therein) current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports, in each case within the time periods specified in the SEC's rules and regulations. Delivery of such reports, 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 furnished determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates). In addition, following the consummation of the exchange offer contemplated by the Company under the Securities Exchange Act of 1934Registration Rights Agreement, as amended, and whether or not required by the rules and regulations promulgated thereunder (of the “Exchange Act”) (the “SEC Reports”) since SEC, the Company was first required by Law or regulation shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC's rules and regulations (unless the SEC will not accept such a filing) and make such information available to file such materialsecurities analysts and prospective investors upon request. The Delivered Super 8-K compliesIn addition, the Super 8-K when filed Company has agreed that, for so long as any Notes remain outstanding, it will be substantially identical furnish to the Draft Super 8-K (as defined below) Holders and will complyto securities analysts and prospective investors, and upon their request, the SEC Reports at the time they were filed complied, in all material respects with the Securities Act or the Exchange Act, as applicable. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are information required to be described in delivered pursuant to Rule 144(d)(4) under the SEC Reports or will be required to be described in the Super 8-K that were or are not described, in all material respects, therein or, in the case of Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice of the Company or any of its Subsidiaries or otherwise relating to the Company or any of its SubsidiariesSecurities Act.

SEC Reports. The Company has timely filed or furnishedCompany’s Annual Reports on Form 10-KSB for the fiscal years ended September 30, as applicable2003, all reportsSeptember 30, proxy statements2002 and September 30, schedules, forms, statements, certifications and other documents (including exhibits 2001 and all other reports (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information incorporated by reference therein) required statements filed or to be filed or furnished by it subsequent to September 30, 2000 with the Company under SEC (collectively, the Securities Exchange Act of 1934Company’s “SEC Documents”), as amended, of the date filed or to be filed and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “SEC Reports”) since the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical as amended prior to the Draft Super 8-K date hereof, (as defined belowA) and complied or will comply, and the SEC Reports at the time they were filed complied, comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as applicable. There are no Contracts the case may be, and (B) did not and will not contain any untrue statement of a material fact or any omit to state a material change or amendment thereto, or any waiver of any material right thereunder) that are fact required to be described stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, 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 Reports Document (including the related notes and schedules thereto) fairly presents, or will be required fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date, and (D) each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to be described in the Super 8-K that were or are not describedwhich they relate, in all material respects, therein oreach case in accordance with GAAP consistently applied during the periods involved (subject, in the case of Contracts (or any material change or amendment 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, or any waiver of any material right thereunder) that will be required to be described contained in the Super 8-KSEC Documents comply, are not described in and the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required financial statements to be filed as exhibits to with the SEC Reports or by the Super 8-K that were not or Company after the date hereof will not have been filed as required in comply, with applicable accounting requirements and with the published rules and regulations of the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to thereto. The books and records of the SEC ReportsCompany and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. To None of the Company’s knowledgeSubsidiaries is required to file any form, none of report or other document with the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice of the Company or any of its Subsidiaries or otherwise relating to the Company or any of its SubsidiariesSEC.

SEC Reports. The Company has timely filed Whether or furnishednot required by the SEC, so long as applicableany Notes are outstanding, the Issuer shall furnish to the Holders of Notes, within fifteen (15) days after the time periods specified in the SEC’s rules and regulations for a company that is subject to Section 13(a) or 15(d) of the Exchange Act: (1) all reportsquarterly 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 Issuer were required to file such Forms, proxy statementsincluding a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, scheduleswith respect to the annual information only, forms, statements, certifications and other documents a report on the annual financial statements by the Issuer’s certified independent accountants; and (including exhibits and 2) all other information incorporated by reference therein) current reports that would be required to be filed with the SEC on Form 8-K if the Issuer were required to file such reports; provided that any such above information or reports filed with the Electronic Data Gathering and Retrieval System of the SEC (or successor system) and available publicly on the Internet shall be deemed to be furnished to the Holders of Notes. The quarterly and annual financial information required by the Company preceding paragraph shall 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 the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Issuer’s Unrestricted Subsidiaries. In addition, whether or not required by the SEC, the Issuer shall file a copy of all of the information and reports referred to in clauses (1) and (2) above with the SEC for public availability within fifteen (15) days after the time periods specified in the SEC’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. The Issuer agrees that it shall not take any action for the purpose of causing the SEC not to accept such filings. If, notwithstanding the foregoing, the SEC will not accept such filings for any reason, the Issuer shall post the reports specified in the preceding sentence on its website within the time periods that would apply if the Issuer were required to file those reports with the SEC. In addition, to the extent not satisfied by the foregoing, the Issuer shall agree that, for so long as any Notes remain outstanding, it shall furnish to Holders of Notes and securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “SEC Reports”) since the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and the SEC Reports at the time they were filed complied, in all material respects with the Securities Act or the Exchange Act, as applicable. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be described in the SEC Reports or will be required to be described in the Super 8-K that were or are not described, in all material respects, therein or, in the case of Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice of the Company or any of its Subsidiaries or otherwise relating to the Company or any of its Subsidiaries.

SEC Reports. The Company has timely filed or furnishedwith the SEC all forms, as applicable, all reports, proxy statements, schedules, forms, statements, certifications statements and other documents (including exhibits and all other information incorporated by reference therein) required to be filed by it since January 1, 2000, under the Exchange Act or furnished by the Securities Act (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). 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 Documents, including, without limitation, any financial statements or schedules included therein, (a) 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 light of the circumstances under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “SEC Reports”) since the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and the SEC Reports at the time which they were filed compliedmade, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, at such time of filing. Except as set forth on Section 4.5 of the Company Disclosure Letter, as of the date hereof, there are no amendments or modifications to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act, as applicable. There are no Contracts (Act or any material change other agreements, documents or amendment theretoother instruments, or any waiver of any material right thereunder) that are required to be described in which have not yet been filed with the SEC Reports but which are or will be required to be described in filed by the Super 8-K that were or are not describedCompany. To the Knowledge of the Company, in all material respects, therein or, in the case of Contracts (or any material change or amendment thereto, or any waiver of any material right thereunderx) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are there exist no outstanding or unresolved SEC comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none any of the Company SEC Reports is the subject of an ongoing SEC review. There Documents and (y) there are no SEC inquiries or investigations, other governmental inquiries or investigations by any Governmental Entity or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally)threatened, in each case regarding any accounting practice practices of the Company or any of its Subsidiaries or otherwise relating to the Company or any of its Subsidiaries.

SEC Reports. The Notwithstanding that the Company has timely filed may not be subject to the reporting requirements of Section 13 or furnished15(d) of the Exchange Act, as applicablethe Company shall file with the SEC (to the extent the SEC will accept such filings) and provide the Trustee and Noteholders with such annual reports and such information, all reports, proxy statements, schedules, forms, statementsdocuments, certifications and other documents (including exhibits reports as are specified in Sections 13 and all 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such information, documents, certifications and other reports to be so filed and provided at the times specified for the filings of such information, documents, certifications and reports under such Sections. Notwithstanding the foregoing, the Company may satisfy such requirements prior to the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement by posting on the Company Website and making freely accessible the same information incorporated by reference therein) as would be required to be filed or furnished by the Company under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “SEC Reports”) since the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical if it were subject to the Draft Super 8-K (as defined belowreporting requirements of Section 13 or 15(d) and will comply, and the SEC Reports at the time they were filed complied, in all material respects with the Securities Act or of the Exchange Act, and will include a representation that the Company has received a review report of the Company's then current independent auditors as applicablecontemplated by Statement on Auditing Standards No. There are no Contracts 100 of the American Institute of Certified Public Accountants, Inc. with respect to any interim financial information so posted on the Company Website; PROVIDED, that the Company may (or any material change or amendment thereto, or any waiver A) redact those portions of any material right thereunder) exhibits that are required to be described posted pursuant hereto with respect to which the Company expects to request confidential treatment in connection with the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, (B) omit such information as the Company believes in good faith is not applicable as a result of the fact that the Company is not actually filing reports with the SEC Reports and is otherwise immaterial and (C) change the form of certificate that would otherwise be required pursuant to 18 U.S.C. Section 1350 as a result of the preceding clauses (A) and (B). In such event, notwithstanding the time of filing that would otherwise be required pursuant to the first sentence of this Section 4.02, the Company shall post quarterly information on the Company Website not later than 60 days after the end of the applicable quarterly reporting period. For purposes of this Section 4.02, the term "COMPANY WEBSITE" means the collection of web pages that may be accessed on the World Wide Web using the URL address ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ or will be such other address as the Company may from time to time designate in writing to the Trustee. In addition, the Company shall furnish to the Holders of the Notes and to prospective investors, upon the requests of such Holders, any information required to be described in delivered pursuant to Rule 144A(d)(4) under the Super 8-K that were or Securities Act so long as any Notes are not described, in all material respects, therein or, in freely transferable under the case Securities Act. The Company also shall comply with the other provisions of Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orallyTIA Section 314(a), in each case regarding any accounting practice of the Company or any of its Subsidiaries or otherwise relating to the Company or any of its Subsidiaries.

SEC Reports. The Company has timely heretofore filed or furnished, as applicable, all reports, proxy statements, schedules, forms, statements, certifications with the Securities and other documents Exchange Commission (including exhibits and all other information incorporated by reference thereinthe "SEC") required pursuant to be filed or furnished by the Company under the Securities Exchange Act of 1934, as amendedamended (the "Exchange Act"), all 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 with the SEC under the rules and regulations promulgated thereunder (the “Exchange Act”) (the “SEC Reports”) since the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and of the SEC Reports ("SEC Filings") contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements made, at the time and in light of the circumstances under which they were made, not misleading. Since December 31, 1998, the Company has timely filed complied, in with the SEC all material respects SEC Filings and all such SEC Filings complied with all applicable requirements of the Securities Act or of 1933, as amended (the "Securities Act"), and the Exchange Act, as applicableapplicable and the rules thereunder. There are no Contracts (The audited financial statements of the Company included or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be described incorporated by reference in the SEC Reports or will be required to be described 1998 Annual Report and the unaudited financial statements contained in the Super 8quarterly reports on Form 10-K 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 were or are the unaudited interim financial statements may not describedcontain all footnotes and adjustments required by United States generally accepted accounting principles, in all material respectsand fairly present the financial condition of the Company as at the dates thereof and the results of its operations and statements of cash flows for the periods then ended, therein orsubject, in the case of Contracts (unaudited interim financial statements, to normal year-end adjustments. Except as reflected in such financial statements, the Company has no material liabilities, absolute or any material change or amendment theretocontingent, or any waiver other than ordinary course liabilities incurred since the date of any material right thereunder) that will be required to be the last such financial statements in connection with the conduct of the business of the Company. Since December 31, 1998, and except as described in the Super 8-KCompany'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 from that reflected in the 1998 Annual Report, except changes in the ordinary course of business that have not, individually or in the aggregate, resulted in and are not described 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 Delivered Super 8-K. There are no Contracts ordinary course of business and which is not material to the business, properties or financial condition of the Company (or any as such business is presently conducted); (e) material change to a material contract or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice of arrangement by which the Company or any of its Subsidiaries assets is bound or otherwise relating 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 Company or Company, with respect to any of its Subsidiariesmaterial properties or assets, 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, except any direct or indirect redemption, purchase or other acquisition of any such stock by the Company; or (i) event or condition of any type that has had or is reasonably expected to have a Material Adverse Effect.

SEC Reports. The Company has timely filed or furnished, furnished (as applicable) and made available to Parent all forms, all reports, proxy statements, schedules, forms, statements, certifications statements and other documents (documents, including any exhibits and all other information incorporated by reference therein) thereto, required to be filed or furnished (as applicable) by the Company under with the SEC since January 1, 2013 (collectively, the “Company SEC Reports”). The Company SEC Reports, including all forms, reports and documents filed or furnished (as applicable) by the Company with the SEC after the date hereof and prior to the Effective Time, (i) were and, in the case of the Company SEC Reports filed or furnished (as applicable) after the date hereof, will be, prepared in accordance with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 1934and the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (the “▇▇▇▇-▇▇▇▇▇ Act”), as amendedthe case may be, and the rules and regulations promulgated thereunder thereunder, and (the “Exchange Act”ii) (the “SEC Reports”) since the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical except to the Draft Super 8-K (as defined below) and will complyextent that information contained in any Company SEC Report has been revised, and amended, modified or superseded prior to the date of this Agreement by a later filed Company SEC Reports Report, did not at the time they were filed complied, in all material respects with the Securities Act or the Exchange Act, furnished (as applicable. There are no Contracts ) (or any material change if amended or amendment theretosuperseded by a filing prior to the date of this Agreement, or any waiver then on the date of any material right thereunder) that are required to be described in the SEC Reports or will be required to be described in the Super 8-K that were or are not describedsuch filing), in all material respects, therein or, and in the case of Contracts 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 they are filed or furnished (as applicable), contain any untrue statement of a material change fact or amendment thereto, or any waiver of any omit to state a material right thereunder) that will be fact required to be described stated in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the such Company SEC Reports or necessary in order to make the Super 8-K that statements in such Company SEC Reports, in light of the circumstances under which they were and will be made, not misleading. None of the Subsidiaries of the Company is required to file or will not have been filed furnish (as required in applicable) any forms, reports, schedules, statements or other documents with the SEC Reports SEC. Since January 1, 2013, other than arising after the date hereof from or relating to the Super 8-K. There are no outstanding Merger or unresolved comments in comment letters any of the other transactions contemplated by this Agreement, neither the Company nor any Subsidiary of the Company has received from the SEC staff or any other Governmental Authority, any written comments or questions with respect to the SEC Reports. To the Company’s knowledge, none any of the SEC Reports is (including the subject financial statements included therein) or any registration statement filed by any of an ongoing them with the SEC review. There that (A) remain unresolved or (B) have been resolved but not publicly disclosed, or any notice from the SEC or other Governmental Authority that such SEC Reports (including the financial statements included therein) or registration statements are no SEC inquiries being reviewed or investigationsinvestigated, other governmental inquiries or investigations or internal investigations pending or threatened in writing (orand, to the Company’s knowledgeKnowledge, threatened orallythere 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 case regarding any accounting practice of the principal executive officer of the Company or any and the principal financial officer of its Subsidiaries or otherwise relating to the Company or any of its Subsidiariesto make the certifications required under the Exchange Act with respect to such reports.

SEC Reports. The Since January 1, 2010, the Company has timely filed or furnished (as applicable) all forms, reports, schedules, statements 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, 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 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 at or prior to the Effective Time that are not required to be so filed or furnished, as applicable, all reports, proxy statements, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated by reference therein) required to be filed or furnished by the Company under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “SEC Reports”) since the Company was first required by Law ). Each SEC Report complied, or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and as the SEC Reports at the time they were filed compliedcase may be, 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 applicablethe case may be, and with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such SEC Report was, or will be, filed. There are no Contracts 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 SEC Report did not, and will not, contain any untrue statement of a material fact or omit to state any material change or amendment thereto, or any waiver of any material right thereunder) that are required fact necessary in order to be described in make the SEC Reports or will be required to be described in the Super 8-K that were or are not described, in all material respects, therein orstatements made therein, in the case light of Contracts (or the circumstances under which they were made, not misleading. Since January 1, 2010, neither the Company nor any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters its Subsidiaries has received from the SEC staff or any other Governmental Entity any written comments or questions with respect to any of the 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 Entity that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated. None of the Company’s Subsidiaries is required to file any forms, reports, schedules, statements or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any SEC Report, except as disclosed in certifications filed with the SEC Reports. To the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice of Neither the Company or nor any of its Subsidiaries executive officers has received notice from any Governmental Entity challenging or otherwise relating to questioning the Company accuracy, completeness, form or any manner of its Subsidiariesfiling of such certifications.

SEC Reports. (a) The Company has timely filed or furnishedwith the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, as applicable, all reports, proxy statements, schedules, forms, statements, certifications statements and other documents (including exhibits and all other information incorporated by reference therein) required to be filed or furnished by the Company under with the Securities Exchange Act of 1934SEC (collectively, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “Company SEC Reports”) since the Company was first required by Law or regulation to file such materialSeptember 30, 2009. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical Except to the Draft Super 8-K extent corrected by subsequent Company SEC Reports, such Company SEC Reports (a) as defined below) of their respective dates of filing, complied, and will comply, and the SEC Reports at the time they were filed complied, in all material respects with the applicable requirements of the Securities Act or of 1933 (the “Securities Act”), the Exchange ActAct and other applicable Law and (b) did not and will not, as applicable. There are no Contracts (or any material change or amendment theretoat the time they were filed, or if amended or restated, at the time of such later amendment or restatement, contain any waiver untrue statement of any a material right thereunder) that are fact or omit to state a material fact required to be described stated therein or necessary in order to make the SEC Reports or will be required to be described in the Super 8-K that were or are not described, in all material respects, therein orstatements therein, in the case light of Contracts (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 any material change or amendment thereto, or any waiver of any material right thereunder) that will be is otherwise required to be described in file any periodic forms, reports, schedules, statements or other documents with the Super 8-KSEC. (b) As of the date of this Agreement, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC ReportsCompany filings with the SEC. To the Knowledge of the Company’s knowledge, as of the date hereof, none of the Company filings with the SEC Reports is the subject of an ongoing SEC review. There review and there are no SEC inquiries or investigations, other governmental inquiries or investigations by the SEC or any internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally)threatened, in each case regarding the Company filings with the SEC or regarding any accounting practice or disclosure practices of the Company or any of its Subsidiaries or otherwise relating to the Company or any of its Subsidiaries.

SEC Reports. The Notwithstanding that the Company has timely filed or furnished, as applicable, all reports, proxy statements, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated by reference therein) may not be required to be filed or furnished remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company under is required to file with the Securities SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. If, at any time, any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (of the “Exchange Act”) (the “SEC Reports”) since thereunder), the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and the SEC Reports at the time they were filed compliedmay, in all material respects with lieu of making such filing or transmitting or making available the Securities Act or the Exchange Actinformation, as applicable. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are documents and reports so required to be described filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in the SEC Reports or will any event be required to be described in make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the Super 8-K that were first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or are such information, documents and reports have not describedbeen transmitted or made available, in all material respects, therein or, in as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of Contracts 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (or any material change or amendment theretox) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any waiver period regardless of the number of such elections by the Company). The Trustee shall have no independent responsibility to determine if liquidated damages are due or the amount of any material right thereunder) that will such liquidated damages. Notwithstanding the foregoing, the Company shall not be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (file or any material change or amendment thereto, or any waiver of any material right thereunder) that are required cause to be filed as exhibits to with the SEC Reports or transmit or make available (or to make any filing with the Super 8-K SEC that were not or will not have been filed would be required to include) separate financial statements of any Subsidiary solely as required a result of the inclusion of any class of securities of any such Subsidiary in the SEC Reports or Collateral. The Company will be deemed to have satisfied the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledgerequirements of this Section 405 if any Parent files and provides reports, none documents and information of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally)types otherwise so required, in each case regarding any accounting practice within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a). Subject to Article VII, delivery of reports, information and documents to the Trustee under this Section 405 is for informational purposes only and the Trustee’s receipt (or constructive receipt) of the foregoing 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 Subsidiaries or otherwise relating covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). Subject to Article VII, the Trustee is not obligated to confirm that the Company has complied with its obligations contained in this Section 405 to file such reports with the SEC or any of post such reports and information on its Subsidiarieswebsite.

SEC Reports. The (a) Since April 29, 2015 (the “Reference Date”), the Company has timely filed or furnished (as applicable) all forms, reports, schedules, statements and 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 at or prior to the Effective Time that are not required to be so filed or furnished, as applicable, all reports, proxy statements, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated by reference therein) required to be filed or furnished by the Company under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “SEC Reports”). (b) since the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when Each SEC Report filed will be substantially identical prior to the Draft Super 8-K date hereof (or if amended prior to the date hereof, as defined belowof the date of the last such amendment) complied, or, in the case of SEC Reports filed after date hereof and prior to the Effective Time, will comply, as the case may be, as of its filing date, as to form with the applicable requirements of the Securities Act, the Exchange Act, or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 the date hereof, as of the date of the last such amendment), in all material respects. True, correct and complete copies of all SEC Reports are publicly available in the 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 time it was declared effective), each SEC Report (or if amended prior to the date hereof, as of the date of the last such amendment) did not, and will not, in the case of any SEC Report filed after the date hereof and prior to the Effective Time, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (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 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 knowledge of the 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 (or since the Reference Date has been) required to file any forms, reports, schedules, statements or other documents with the SEC. (e) Since the Reference Date, no executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any SEC Report, Table of Contents except as disclosed in certifications filed with the SEC Reports, and at the time they were filed compliedof 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 questioning the accuracy, completeness, form or manner of filing of such certifications. (f) The Company is in compliance in all material respects with the Securities Act or the Exchange Act, as applicable. There are no Contracts (or any material change or amendment thereto, or any waiver applicable listing and corporate governance rules and regulations of any material right thereunder) that are required to be described in the SEC Reports or will be required to be described in the Super 8-K that were or are not described, in all material respects, therein or, in the case of Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice of the Company or any of its Subsidiaries or otherwise relating to the Company or any of its SubsidiariesNasdaq.

SEC Reports. The Company has timely filed or furnished, as applicable, all reports, proxy statements, schedules, forms, statements, certifications statements and other documents required to be filed by it under the Exchange Act, including pursuant to Section l3(a) or 15(d) thereof, since January 1, 2010 (the foregoing materials, including the exhibits thereto and all other information documents incorporated by reference therein) required , being collectively referred to be filed or furnished by the Company under the Securities Exchange Act of 1934, herein as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “SEC Reports”) since the Company was first required by Law ), on a timely basis or regulation to file has received a valid extension of such material. The Delivered Super 8-K complies, the Super 8-K when time of filing and has filed will be substantially identical any such SEC Reports prior to the Draft Super 8-K (as defined below) and will complyexpiration of any such extension. As of their respective filing dates, and the SEC Reports at the time they were filed complied, complied in all material respects with the requirements of the Securities Act or and the Exchange ActAct and the rules and regulations of the Commission promulgated thereunder, as applicable. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be described in the SEC Reports or will be required to be described in the Super 8-K that were or are not described, in all material respects, therein or, in the case of Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, and none of the SEC Reports is Reports, 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 subject statements therein, in light of the circumstances under which 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 ongoing SEC reviewAgreement 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. There are no SEC inquiries or investigationsThe Company advises the Purchaser to read such registration statement, other governmental inquiries or investigations or internal investigations pending or threatened in writing 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 (or, i) amendment to the Company’s knowledgeArticles 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, threatened orally)Series B, and (iii) issuance of non-voting common stock to the Purchaser; such Proxy Statement contains important information about the Company. The SEC Reports, including the documents incorporated by reference in each case regarding any accounting practice of them, each contained substantially all of the information required to be included in it. No executive officer of the Company has failed in any respect to make the certifications required of him or any her under Section 302 or 906 of its Subsidiaries or otherwise relating to the Company or any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of its Subsidiaries2002.

SEC Reports. (a) The Company has timely filed shall deliver to the Trustee as soon as practicable after it files them with the SEC, copies of the annual reports and of the information, documents, and other reports (or furnishedcopies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as applicableamended. The Company also shall comply with the other provisions of TIA (S) 314(a). (b) So long as any of the Securities remain Outstanding, all reportsthe Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, proxy statementsto be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, schedules, forms, statements, certifications or is not otherwise required to file quarterly and other documents (including exhibits and all other information incorporated by reference therein) required to be filed or furnished by the Company reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the rules portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and regulations promulgated thereunder (the “Exchange Act”) (the “SEC Reports”) since for each fiscal year, an audited balance sheet of the Company was first required and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by Law or regulation the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to file such materialtime, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Delivered Super 8-K complies, Company will cause a copy of the Super 8-K when filed will respective financial statements to be substantially identical mailed to the Draft Super 8-K (as defined below) Trustee and will comply, and each of the SEC Reports at the time they were filed complied, in all material respects with Holders of the Securities Act or within forty-five (45) days after the Exchange Actclose of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, as applicable. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be described the addresses set forth in the SEC Reports or will be required to be described in the Super 8-K that were or are not described, in all material respects, therein Section 11.2 or, in the case of Contracts (or any material change or amendment theretoeach of the Holders, or any waiver of any material right thereunder) that will be required to be described such Holder's address as set forth in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none Register of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice of the Company or any of its Subsidiaries or otherwise relating to the Company or any of its SubsidiariesSecurities.

SEC Reports. The (a) Except as set forth in Section 3.7 of the Company Disclosure Schedule, the Company has timely filed timely, or furnished, as applicablewill file timely, all reports, proxy statements, schedules, required forms, statementsand reports with the SEC since January 1, certifications and other documents 2004 (including exhibits and any forms or reports filed with the SEC subsequent to the date of this Agreement) (collectively, the “Company SEC Reports”), all other information incorporated by reference therein) required to of which were prepared or will be filed or furnished by prepared in all material respects in accordance with the Company under applicable requirements of the Exchange Act, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange ActSecurities Laws”) (the “SEC Reports”) since ). As of their respective dates, the Company was first required by Law SEC Reports (a) complied, or regulation with respect to file such material. The Delivered Super 8-K complies, the Super 8-K when those Company SEC Reports not yet filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and the SEC Reports at the time they were filed complied, as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as applicable. There are no Contracts Laws and (or any material change or amendment theretob) did not contain, or with respect to those Company SEC Reports not yet filed will not contain, any waiver untrue statement of any a material right thereunder) that are fact or omit to state a material fact required to be described stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company SEC Reports (including the related notes and schedules) fairly presents, or will be required to be described in the Super 8-K that were or are not describedfairly present, in all material respects, the consolidated financial position of the Company and the Company 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, or will fairly present, in all material respects, the results of operations, retained earnings or cash flows, as the case may be, of the Company and the 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 orand except, in the case of Contracts the unaudited 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. (or any material change or amendment theretob) The records, or any waiver systems, controls, data and information of any material right thereunder) that will be required to be described in the Super 8-KCompany and the Company Subsidiaries are recorded, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment theretostored, or any waiver of any material right thereunder) maintained and operated under means that are required to be filed as exhibits to under the SEC Reports exclusive ownership and direct control of the Company or the Super 8Company Subsidiaries, except for any non-K exclusive ownership and non-direct control that were not or will would not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff a Company Material Adverse Effect with respect to the SEC Reportssystem of internal accounting controls described in the following sentence. To Except as would not have a Company Material Adverse Effect, the CompanyCompany 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 knowledge, none authorization; (2) transactions are recorded as necessary to permit preparation of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice financial statements of the Company or any 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 or otherwise relating 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 or any SEC Reports, and (y) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to its auditors and the audit committee of its Subsidiariesboard 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 Company has timely filed or furnishedPartnership’s annual report on Form 10-K for the year ended September 30, as applicable, all reports, proxy statements, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated by reference therein) required to be filed or furnished by the Company under the Securities Exchange Act of 1934, as amended2004, and the rules quarterly and regulations promulgated thereunder current reports on Form 10-Q and 8-K, if any, filed by the partnership with the Securities and Exchange Commission (the “Exchange ActSEC”) since September 30, 2004 (collectively, the “SEC Reports”) since were timely filed with the Company was first required by Law or regulation to file such materialSEC. The Delivered Super 8-K compliesSuch documents, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and the SEC Reports at the time they were filed compliedwith the SEC, complied in all material respects with the requirements of the Exchange Act and did 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 statements therein, in light of the circumstances under which they were made, not misleading. In addition, each of the statements made in such documents within the coverage of Rule 175(b) of the rules and regulations under the Securities Act 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 required to file any form, report or other document with the SEC that has not been filed. (b) The draft of the Partnership’s annual report of Form 10-K for the year ended September 30, 2005, a copy of which has been delivered to the Buyers (the “2005 Form 10-K”), complies, and the version thereof actually filed with the SEC shall comply, in all material respects with the requirements of the 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 statements therein, in light of the circumstances under which they are made, not misleading. In addition, each of the statements made in the 2005 Form 10-K and the version thereof actually filed with the SEC within the coverage of Rule 175(b) of the rules and regulations under the Securities Act or was made by the Exchange Act, as applicable. Partnership with a reasonable basis and in good faith. (c) There are no Contracts (agreements, contracts, indentures, leases or any material change or amendment thereto, or any waiver of any material right thereunder) other instruments that are required to be described in the SEC Reports or will be required to be described in and the Super 82005 Form 10-K that were or are not described, in all material respects, therein or, in the case of Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or and the Super 82005 Form 10-K that were are not or and, with respect to the version of the 2005 Form 10-K actually filed with the SEC will not have been 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 best knowledge of the Partnership GP, any Affiliate of any such officer, director or stockholder, that is required to be described in the SEC Reports or and the Super 82005 Form 10-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports K that is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice of the Company or any of its Subsidiaries or otherwise relating to the Company or any of its Subsidiariesnot so described.

SEC Reports. The Company has timely filed or furnished, as applicable, all reports, proxy statements, schedules, forms, statements, certifications statements and other documents (including exhibits and all other information incorporated by reference therein) required to be filed or furnished by the Company under the Securities Exchange Act of 1934Act, as amendedincluding pursuant to Section 13(a) or 15(d) thereof, and for the rules and regulations promulgated thereunder two years preceding the date hereof (the “Exchange Act”) (foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) since the Company was first required by Law on a timely basis or regulation to file has received a valid extension of such material. The Delivered Super 8-K complies, the Super 8-K when time of filing and has filed will be substantially identical any such SEC Reports prior to the Draft Super 8expiration of any such extension. Other than as disclosed to the Purchasers with respect to the calculation of the Company’s fully-K (diluted earnings per share, as defined below) and will complyof their respective dates, and the SEC Reports at the time they were filed complied, complied in all material respects with the Securities Act or requirements of the Exchange Act, as applicable. There are no Contracts (, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or any omitted to state a material change or amendment thereto, or any waiver of any material right thereunder) that are fact required to be described stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 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 included in the SEC Reports or will be required to be described in the Super 8-K that were or are not described, comply in all material respectsrespects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Other than as disclosed to the Purchasers with respect to the calculation of the Company’s fully-diluted earnings per share, therein orsuch 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 Contracts (or any material change or amendment theretounaudited statements, or any waiver of any material right thereunder) that will be required to be described normal, immaterial, year-end audit adjustments. The Company’s independent registered public accounting firm is identified in the Super 8Annual Report on Form 10-K for the fiscal year ended September 30, 2012 (the “2012 Form 10-K”), are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed and such accounting firm is a registered public accounting firm as required in by the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice of the Company or any of its Subsidiaries or otherwise relating to the Company or any of its SubsidiariesExchange Act.

SEC Reports. The Notwithstanding that the Company has timely filed or furnished, as applicable, all reports, proxy statements, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated by reference therein) may not be required to be filed or furnished remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, documents, information and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the Securities Company’s accountants not being “independent” (as defined pursuant to the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder of the SEC thereunder), the Company may, in lieu of making such filing or otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Exchange ActReporting Date”) and (the “SEC Reports”b) since if the Company was makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such reports, documents and information have been transmitted or made available, as the case may be, and (y) the first required anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by Law or regulation to file such materialthe Company). The Delivered Super 8-K complies, the Super 8-K when filed Company will be substantially identical deemed to have satisfied the Draft Super 8requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-K X under the Securities Act, that explains in reasonable detail (as defined belowdetermined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and will complyits Subsidiaries, on the one hand, and the SEC Reports at information relating to the time they were filed compliedCompany and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, the Company will furnish to Holders thereof and prospective investors in all material respects such Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) (as in effect on the Issue Date). In connection with this Section 405, it is understood that the Company shall not be required to (a) comply with Section 302, Section 404 and Section 906 of the Sarbanes Oxley Act of 2002, as amended, or related items 307 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Exchange Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as applicableto which the Trustee is entitled to rely exclusively on an Officer’s Certificate). There are It is understood that the Trustee shall have no Contracts (or any material change or amendment theretoresponsibility to determine if such reports, documents, or any waiver of any material right thereunder) that are required to be described in the SEC Reports or will be required to be described in the Super 8-K that were or are not described, in all material respects, therein or, in the case of Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not information have been filed as required in with the SEC Reports SEC, posted on any website or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect otherwise furnished to the SEC Reports. To the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice of the Company or any of its Subsidiaries or otherwise relating to the Company or any of its SubsidiariesHolders.

SEC Reports. (a) The Company Parent has filed on a timely filed or furnished, as applicable, basis all reports, proxy registration statements, schedules, forms, statements, certifications schedules and other documents (including exhibits and all other information incorporated by reference therein) required to be filed by it with the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished by the Company under the Securities Exchange Act of 1934therewith, as amendedare, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) (Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “SEC Filed Parent Reports”). (b) since the Company was first required by Law No Parent Report or regulation to file such material. The Delivered Super 8-K compliescommunication, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and the SEC Reports at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were filed compliedmade, not misleading. As of their respective dates, all Parent 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, to the extent then applicable. There are no Contracts , the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the rules and regulations thereunder. (or any material change or amendment theretoc) From January 1, or any waiver of any material right thereunder) that are required 2010 to be described the date hereof, the Parent has been in the SEC Reports or will be required to be described in the Super 8-K that were or are not described, compliance in all material respectsrespects with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, therein or, in and (ii) the case of Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none applicable provisions of the SEC Reports is the subject of an ongoing SEC review▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice of the Company or any of its Subsidiaries or otherwise relating The Parent has made available to the Company or any true, correct and complete copies of its Subsidiariesand Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010.

SEC Reports. The Company has timely heretofore filed or furnished, as applicable, all reports, proxy statements, schedules, forms, statements, certifications with the Securities and other documents Exchange Commission (including exhibits and all other information incorporated by reference thereinthe "SEC") required pursuant to be filed or furnished by the Company under the Securities Exchange Act of 1934, as amendedamended (the "Exchange Act"), all reports and other documents required to be filed, including an Annual Report on Form 10-K for the year ended December 31, 1996 (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 with the SEC under the rules and regulations promulgated thereunder of the SEC (the “Exchange Act”"SEC Filings") (contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the “SEC Reports”) since the Company was first required by Law or regulation to file such material. The Delivered Super 8-K compliesstatements made, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and the SEC Reports at the time and in light of the circumstances under which they were made, not misleading. Since December 31, 1996, the Company has timely filed complied, with the SEC all SEC Filings and all such SEC Filings complied in all material respects with all applicable requirements of the Securities Act or of 1933, as amended (the "Securities Act"), the Exchange Act, as applicableand the rules thereunder. There are no Contracts (The audited financial statements of the Company included or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be described incorporated by reference in the SEC Reports or will be required 1996 Annual Report to be described the Stockholders (the "1996 Annual Report") and the unaudited financial statements contained in the Super 8Quarterly Reports on Form 10-K Q 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 were or are the unaudited interim financial statements may not describedcontain all footnotes and adjustments required by United States generally accepted accounting principles) and fairly present the financial condition of the Company as at the dates thereof and the results of its operations and statements of cash flows for the periods then ended, in all material respects, therein orsubject, in the case of Contracts unaudited interim financial statements, to normal year-end adjustments. Except as reflected in such financial statements, the Company has no material liabilities, absolute or contingent, other than ordinary course liabilities incurred since the date of the last such financial statements in connection with the conduct of the business of the Company. Since December 31, 1996, except as set forth in the Company's SEC Filings, there has been no: (a) change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the 1996 Annual Report, except changes in the ordinary course of business that have not, individually or 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 business, properties or financial condition of the Company (as such business is presently conducted); (e) material change to a material contract or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice of arrangement by which the Company or any of its Subsidiaries assets is bound or otherwise relating subject; (f) sale, assignment or transfer to a third party that is not an affiliate of the Company (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 Company, with respect to any of its Subsidiariesmaterial properties or assets, 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, except any direct or indirect redemption, purchase or other acquisition of any such stock by the Company; or (i) event or condition of any type that has had or is reasonably expected to have a Material Adverse Effect. For purposes of this Section 2.4 of this Agreement, the term "affiliate of the Company" means any individual or entity directly or indirectly controlling, controlled by or under common control with, the Company. Without limiting the foregoing, the direct or indirect ownership of 50% or more of the outstanding voting securities of any entity, or the right to receive 50% or more of the profits or earnings of an entity, shall be deemed to constitute control.

SEC Reports. The Whether or not required by the rules and regulations of the SEC, so long as any Securities are outstanding, the Company has timely filed or furnished(and the Subsidiary Guarantors, as if applicable, ) will furnish to the Trustee and to the Holders of Securities (i) all reports, proxy statements, schedules, 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 were required to file such forms, statementsincluding 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 Subsidiaries on a consolidated basis and, certifications with respect to the annual information only, a report thereon by the Company's certified independent accountants and other documents (including exhibits and ii) all other information incorporated by reference therein) reports that would be required to be filed or furnished by with the SEC on Form 8-K if the Company under (and the Securities Exchange Act of 1934Subsidiary Guarantors, as amendedif applicable) were required to file such reports, and in each case within the time periods specified therein. In addition, whether or not required by the rules and regulations promulgated thereunder (of the “Exchange Act”) (the “SEC Reports”) since SEC, the Company was first will file a copy of all such information and reports, and any other information required by Law Section 13 or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below15(d) and will comply, and the SEC Reports at the time they were filed complied, in all material respects with the Securities Act or of the Exchange Act, as applicable. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be described in with the SEC Reports or will be required to be described in the Super 8-K that were or are not described, in all material respects, therein or, in the case of Contracts for public availability (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to unless the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect accept such a filing) and make such information available to the SEC Reportssecurities analysts and prospective investors upon request. To the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice of If the Company or has designated any of its Subsidiaries to be Unrestricted Subsidiaries that, alone or otherwise relating taken together, represent 10% or more of the Consolidated Cash Flow of the Company for the most recent consecutive four-quarter period, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements or in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" of the financial condition and results of operations of the Company or any and its Restricted Subsidiaries. Concurrently with the delivery of the reports required to be delivered pursuant to the preceding paragraph, the Company shall deliver to the Trustee and to each Holder annual and quarterly financial statements with appropriate footnotes of the Company and its Restricted Subsidiaries, all prepared and presented in a manner substantially consistent with those of the Company and its Subsidiaries on a consolidated basis required by the preceding paragraph.

SEC Reports. The Company has timely filed or furnished, as applicable, all reports, proxy statements, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated by reference therein) reports required to be filed by 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 reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, 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 Company under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (, whether or not any such reports were required being collectively referred to herein as the “SEC Reports”) since ” and, together with this Agreement and the Company was first required by Law or regulation Schedules to file such material. The Delivered Super 8-K compliesthis Agreement, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply“Disclosure Materials”. As of their respective dates, and the SEC Reports at filed by the time they were filed complied, Company complied in all material respects with the requirements of the Securities Act or and the Exchange ActAct and the rules and regulations of the SEC promulgated thereunder, as applicable. There are no Contracts (and none of the SEC Reports, when filed by the Company, contained any untrue statement of a material fact or any omitted to state a material change or amendment thereto, or any waiver of any material right thereunder) that are fact required to be described stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports or will be required to be described in the Super 8-K that were or are not described, comply in all material respectsrespects with applicable accounting requirements and the rules and regulations of the SEC with respect 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”), therein orexcept 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 Contracts (unaudited statements, to normal, year-end audit adjustments. All material agreements to which the Company or any material change Subsidiary is a party or amendment thereto, to which the property or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice assets of the Company or any Subsidiary are subject are included as part of its Subsidiaries or otherwise relating identified in the SEC Reports, to the Company extent such agreements are required to be included or any identified pursuant to the rules and regulations of its Subsidiariesthe SEC.

SEC Reports. The Except as set forth in Section 4.8 of the Company Disclosure Schedule, the Company has timely filed or furnished(and, as applicablefrom 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 since December 31, 2003 (collectively, the “Company SEC Reports”), all reportsof which were (and will be) prepared in all material respects in accordance with the applicable requirements of the Exchange Act, proxy statements, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated by reference therein) required to be filed or furnished by the Company under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange ActSecurities Laws”) (the “SEC Reports”) since ). As of their respective dates, the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and the SEC Reports at (a) complied as to form in all material respects with the time applicable requirements of the Securities Laws and (b) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were filed compliedmade, not misleading. Each of the consolidated balance sheets of the Company included in or incorporated by reference into the Company SEC Reports (including the related notes and schedules) complied as to form, as of their report filing dates, in all material respects with the Securities Act or the Exchange Act, as applicable. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be described in the SEC Reports or will be required to be described in the Super 8-K that were or are not described, Laws and fairly presents in all material respectsrespects the consolidated financial position of the Company and the Company 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 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 orand except, in the case of Contracts (the unaudited statements, as permitted by Form 10-Q pursuant to Sections 13 or any 15(d) of the Exchange Act and for normal year-end audit adjustments which would not be material change in amount or amendment theretoeffect. To the knowledge of the Company, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There there are no outstanding or and unresolved comments in comment letters received from the SEC staff with respect to any of the Company SEC Reports. To 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 knowledgeassets. As of December 31, none 2005, (x) there were no “material weaknesses” (as defined by the Public 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 SEC Reports is Company’s internal controls. Since December 31, 2005, neither the subject Company nor any of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (orits Subsidiaries nor, to the Company’s knowledge, threatened orally)the Company’s independent auditors, have identified or been made aware of (A) any material weakness in each case 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 accounting practice 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 subsidiaries of any kind whatsoever, known or otherwise relating 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 or any of its SubsidiariesCompany.

SEC Reports. The (a) Except as set forth in Schedule 3.2.5, the Company has timely filed or furnishedall forms, as applicable, all reports, statements (including proxy statements, schedules, forms, statements, certifications ) and other documents (including exhibits and all other information incorporated by reference therein) schedules with the Commission required to be filed or furnished by pursuant to the Company under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder or other federal securities laws (the “Exchange Act”) (the “"SEC Reports”) since the Company was first required by Law or regulation to file such material"). The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and the SEC Reports at the time they were filed complied, complied in all material respects with the Securities Act or all applicable requirements of the Exchange Act, Act and did not (as applicable. There are no Contracts (of their respective filing dates) contain any untrue statement of a material fact or any omit to state a material change or amendment thereto, or any waiver of any material right thereunder) that are fact required to be described stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The audited and unaudited consolidated financial statements of the Company included (or incorporated by reference) in the SEC Reports or will be required to be described have been prepared in accordance with generally accepted accounting principles applied on a consistent basis and fairly present the Super 8-K that were or are not describedfinancial position of the Company and its consolidated Subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended, in all material respects, therein orsubject, in the case of Contracts the unaudited financial statements, to normal year-end audit adjustments which shall not have a Material Adverse Effect. (b) Except as reflected or any material change or amendment theretoreserved against in the audited consolidated balance sheet of the Company and its Subsidiaries at December 31, or any waiver 1996, the Company and its Subsidiaries have no liabilities of any material right thereunder) that will be required to be described nature (whether accrued, absolute, contingent or otherwise), except for liabilities incurred in the Super 8-Kordinary course of business since December 31, are not described 1996 or liabilities which would not, individually or in the Delivered Super 8-K. There are aggregate, have a Material Adverse Effect. Except as set forth in Schedule 3.2.5, neither the Company nor any of its subsidiaries is liable as an indemnitor, guarantor, surety or endorser, and no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required person has the power to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice of confess judgment against the Company or any of its Subsidiaries subsidiaries, assets, properties or otherwise relating business except as would not, individually or in the aggregate, result in or reasonably be likely to the Company or any of its Subsidiariesresult in a Material Adverse Effect.

SEC Reports. The Notwithstanding that the Company has timely filed or furnished, as applicable, all reports, proxy statements, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated by reference therein) may not be required to be filed or furnished remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company under is required to file with the Securities SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (of the “Exchange Act”) (the “SEC Reports”) since thereunder), the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and the SEC Reports at the time they were filed compliedmay, in all material respects with lieu of making such filing or transmitting or making available the Securities Act or the Exchange Actinformation, as applicable. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are documents and reports so required to be described filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in the SEC Reports or will any event be required to be described in make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the Super 8-K that were first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or are such information, documents and reports have not describedbeen transmitted or made available, in all material respects, therein or, in as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of Contracts 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (or any material change or amendment theretox) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any waiver period regardless of any material right thereunder) that the number of such elections by the Company). The Company will be required deemed to be described in have satisfied the Super 8-Krequirements of this Section 405 if any Parent files and provides reports, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none documents and information of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally)types otherwise so required, in each case regarding any accounting practice within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company or any also will comply with the other provisions of its Subsidiaries or otherwise relating to the Company or any of its SubsidiariesTIA § 314(a).

SEC Reports. The Company has timely filed or furnished, furnished (as applicable, ) all reports, proxy statements, schedules, forms, statementsreports 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, certifications and, after the date of this Agreement and other until the Acceptance Time, the Company will timely file or furnish (as applicable) all forms, reports and documents (including exhibits and all other information incorporated by reference therein) 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 under with the Securities Exchange Act SEC on or prior to the expiration date of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) Offer that are not required to be so filed or furnished (the “SEC Reports”) since the Company was first required by Law ). Each SEC Report complied, or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and as the SEC Reports at the time they were filed compliedcase may be, 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 applicablethe case may be, and with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (the “▇▇▇▇-▇▇▇▇▇ Act”), each as in effect on the date such SEC Report was, or will be, filed. There True, correct and complete copies of all SEC Reports filed prior to the date hereof, whether or not required under applicable Law, have been made available to Parent or are no Contracts publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. As of its filing date, (or, if revised, amended, modified or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each SEC Report did not and will not contain any untrue statement of a material fact or omit to state any material change or amendment thereto, or any waiver of any material right thereunder) that are required fact necessary in order to be described in make the SEC Reports or will be required to be described in the Super 8-K that were or are not described, in all material respects, therein orstatements made therein, in the case light of Contracts (or any material change or amendment theretothe circumstances under which they were made, or any waiver not misleading. As of any material right thereunder) that will be required to be described in the Super 8-Kdate of this Agreement, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the knowledge of the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There review and there are no SEC inquiries or investigations, other governmental inquiries or investigations by the SEC or any internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally)threatened, in each case regarding any accounting practice practices of the Company. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any SEC Report. Neither the Company nor any of its Subsidiaries executive officers has received notice from any Governmental Authority challenging or otherwise relating to questioning the accuracy, completeness, form or manner of filing of such certifications. The Company or any of its Subsidiariesqualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act.

SEC Reports. The Company has timely filed or furnished, as applicable, all reports, proxy registration ----------- statements, schedules, forms, statements, certifications definitive proxy statements and other documents (including exhibits document and all other information incorporated by reference thereinamendments thereto and supplements thereof (the "SEC Reports") required to be filed or furnished by it with the Company under Securities and Exchange Commission (the "Commission") since April 30, 1995, all of which have complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended, amended (the "Exchange Act") and the rules and regulations promulgated thereunder thereunder. As of the respective dates of filing in final or definitive form (or, if amended or superseded by a subsequent filing, then on the “Exchange Act”) (date of such subsequent filing), none of the “Company's SEC Reports”, including, without limitation, any financial statements or schedules included therein, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. The balance sheets (including the related notes) since in the Company's SEC Reports fairly present the financial position of the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies, as of the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will complyrespective dates thereof, and the other related financial statements (including the related notes) included therein fairly presented the results of operations and changes in financial position of the Company for the periods indicated, except, in the case of interim financial statements, for year-end audit adjustments, consisting only of normal recurring accruals. The financial statements (including the related notes) included in the Company's SEC Reports at the time they were filed compliedhave been prepared in accordance with GAAP, in all material respects with the Securities Act or the Exchange Act, except as applicable. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be described in the SEC Reports or will be required to be described in the Super 8-K that were or are not described, in all material respects, otherwise noted therein or, in the case of Contracts (or any material change or amendment theretounaudited financial statements, or any waiver of any material right thereunder) that will be required to be described in as permitted by the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none applicable rules and regulations of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice of the Company or any of its Subsidiaries or otherwise relating to the Company or any of its SubsidiariesCommission.

SEC Reports. (a) The Company has timely filed or furnishedwith the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, as applicable, all reports, proxy statements, schedules, forms, statements, certifications statements and other documents (including exhibits and all other information incorporated by reference therein) required to be filed or furnished by the Company under with the Securities Exchange Act of 1934, as amendedSEC, and any documents or information furnished to the rules and regulations promulgated thereunder SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 (collectively, the “Exchange Act”) (the “Company SEC Reports”) since the Company was first required by Law or regulation to file such material). The Delivered Super 8-K compliesCompany SEC Reports, the Super 8-K when as filed will be substantially identical with or furnished to the Draft Super 8-K SEC, (i) complied as defined below) and will comply, and the SEC Reports at the time they were filed complied, to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable. There are no Contracts the case may be, applicable to such Company SEC Reports, as the case may be, (or any ii) were prepared in all material change or amendment theretorespects 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 waiver untrue statement of any a material right thereunder) that are fact or omit to state a material fact required to be described stated therein or necessary in order to make the statements therein, in the SEC Reports 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 will be is otherwise required to be described in file any forms, reports, schedules, statements or other documents with the Super 8-K SEC, any foreign Governmental Entity that were performs a similar function to that of the SEC or are not describedany 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 respectsrespects with the requirements of the Securities Act and the Exchange Act, therein or, in as the case may be, and the applicable rules and regulations promulgated thereunder. As of Contracts (or any material change or amendment theretothe date hereof, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There there are no outstanding or unresolved written comments in comment letters received from the SEC staff with respect to the Company SEC Reports. To As of the date hereof, to the Knowledge of the Company’s knowledge, none of the Company SEC Reports filed on or prior to the date hereof is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice of the Company or any of its Subsidiaries or otherwise relating to the Company or any of its Subsidiaries.

SEC Reports. The So long as any Notes are outstanding, the Company has timely filed will (i) furnish to the Holders or furnishedcause the Trustee to furnish to the Holders in each case within the time periods that such information would have otherwise been required to have been provided to the SEC if the rules and regulations applicable to the filing of such information were applicable to the Company and (ii) post on its website within 10 Business Days thereafter: (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, as applicableincluding 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 accountants in accordance with the professional standards of the American Institute of Certified Public Accountants; and (2) all reports, proxy statements, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated by reference therein) current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The availability of the foregoing materials on the SEC's ▇▇▇▇▇ service shall be deemed to satisfy the Company's delivery obligation. Following the consummation of the exchange offer or furnished registration of the Notes contemplated by the Registration Rights Agreement, whether or not required by the SEC, the Company will file a copy of all the information and reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the SEC'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 Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d) (4) under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “SEC Reports”) since the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed Company will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and the SEC Reports at the time they were filed complied, in all material respects times comply with the Securities Trust Indenture Act or the Exchange Act, as applicable. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be described in the SEC Reports or will be required to be described in the Super 8-K that were or are not described, in all material respects, therein or, in the case of Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orallySection 314(a), in each case regarding any accounting practice of the Company or any of its Subsidiaries or otherwise relating to the Company or any of its Subsidiaries.

SEC Reports. The Notwithstanding that the Issuers may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, to the extent permitted by the Exchange Act, the Issuers will file with the SEC (and make available to the Trustee and the Holders of the Securities, without cost to any Holders within 15 days after the Company has timely filed or furnishedfiles them with the SEC), as applicablefrom and after the Issue Date, all reportsthe annual reports and the information, proxy statements, schedules, forms, statements, certifications documents and other documents reports (including exhibits or copies of such portions of any of the foregoing as the SEC may by rules and all 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; provided that notwithstanding the foregoing, (A) other than with respect to information incorporated by reference thereinrequired to be delivered pursuant to Rule 144A(d)(4), the first report (other than the one referred to in clause (B) below) required to be filed or furnished delivered shall be the quarterly report with respect to the fiscal quarter ending ▇▇▇▇▇ ▇, ▇▇▇▇, (▇) with respect to the fiscal year of the Company ending December 31, 2009, the only obligation of the Issuers under this covenant shall be to deliver financial statements of the Company for such fiscal year audited by the Company’s independent registered accounting firm, including the report from the Company’s independent registered accounting firm, together with the “Management’s discussion and analysis of financial condition and results of operations” of the Company and its Subsidiaries within 90 days of the end of such fiscal year and (C) until the effectiveness of the exchange offer and/or shelf registration statement relating to the Securities (such date, the “Effectiveness Date”), such reports shall prepared on a basis and presented in a level of detail comparable to the financial statements and management discussion and analysis of the results of operations, liquidity and capital resources of the Company and its Subsidiaries contained in the offering memorandum for the Securities and shall not be required to be compliant with Regulation S-X under the Securities Exchange Act of 1934, as amended, and Act. In the rules and regulations promulgated thereunder (event that the “Exchange Act”) (the “SEC Reports”) since the Company was first required by Law or regulation Issuers are not permitted to file such material. The Delivered Super 8-K compliesreports, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) documents and will comply, and information with the SEC Reports at the time they were filed complied, in all material respects with the Securities Act or pursuant to the Exchange Act, the Issuers will nevertheless make available such Exchange Act reports, documents and information to the Trustee and the Holders as applicableof the Issuers were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within the time periods specified therein or in the relevant forms, which requirement may be satisfied by posting such reports, documents and information on its website within the time periods specified by this Section 3.11. There are Until the Effectiveness Date, the Company will hold quarterly conference calls for beneficial owners of, and prospective investors in, the Securities and securities analysts after the Company’s financial statements for the prior fiscal period have been made available; provided that such conference calls shall be held no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) later than 30 days after the date that such financial statements are required to be described in made available. No fewer than three business days prior to the SEC Reports or will be date of the conference call required to be described held in accordance with the preceding sentence the Company shall issue a press release to the appropriate U.S. wire services announcing the time and the date of such conference call and directing the beneficial owners of, and prospective investors in, the Securities and securities analysts to contact an individual at the Company (for whom contact information shall be provided in such press release) to obtain information on how to access such conference call. Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of such documents 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 (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates to the extent set forth in Sections 7.1 and 7.2). If the Issuers have designated any Subsidiaries as Unrestricted Subsidiaries, and such Unrestricted Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, as determined in good faith by senior management of the Company, either on the face of the financial statements or in the Super 8-K that were or are not describedfootnotes to the financial statements and in management’s discussion and analysis of financial condition and results of operations, in all material respectsof 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. In addition, therein orthe Issuers and the Subsidiary Guarantors shall make available to the Holders and to prospective investors, in upon the case request of Contracts (or any material change or amendment theretosuch Holders, or any waiver of any material right thereunder) that will be the information required to be described in delivered pursuant to Rule 144A(d)(4) under the Super 8-K, Securities Act so long as the Securities are not described in freely transferable under the Delivered Super 8-K. There Securities Act. For purposes of this Section 3.11, the Issuers and the Subsidiary Guarantors will be deemed to have furnished the reports to the Trustee and the Holders of Securities as required by this Section 3.11 if the Company has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are no Contracts (publicly available. The filing requirements set forth above for the applicable period may be satisfied by the Issuers prior to the commencement of the offering of the Exchange Securities or the effectiveness of the Shelf Registration Statement by the filing with the SEC of the registration statement relating to the exchange offer pursuant to the Registration Rights Agreement and/or the Shelf Registration Statement, and any material change or amendment amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act; provided that this paragraph shall not supersede or in any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports manner suspend or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To delay the Company’s knowledge, none reporting obligations set forth in the first three paragraphs of this Section 3.11. In the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries event that any direct or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice indirect parent company of the Company or any executes a Guarantee of the Securities, the Company may satisfy its Subsidiaries or otherwise obligations under this Section 3.11 by furnishing financial information relating to such parent; provided that (x) subject to the provisions of the first paragraph of this Section 3.11, 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 and (y) such parent is not engaged in any business in any material respect other than incidental to its ownership, directly or any indirectly, of its Subsidiariesthe Capital Stock of the Company.

SEC Reports. (a) The Company (which for purposes hereof, includes its predecessor, Ugods, Inc.) has filed on a timely filed or furnished, as applicable, basis all reports, proxy registration statements, schedules, forms, statements, certifications reports and other documents (including exhibits and all other information incorporated by reference therein) required to be filed by it with the SEC for the period from May 14, 2007 to the date hereof, and to the Company’s Knowledge all such filings required to be made prior to May 14, 2007 were made on a timely basis. Part 2.4 of the Company Disclosure Schedule lists and, except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Company has made available to Parent copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or furnished as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Company’s Annual Reports on Forms 10-K or 10-KSB, (ii) the Company’s Quarterly Reports on Forms 10-Q or 10-QSB, (iii) all proxy and information statements relating to the Company’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Company’s Current Reports on Form 8-K, (v) all other forms, reports, registration statements and other documents filed by the Company under with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder SEC (the “Exchange Act”forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Company SEC Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Company SEC Reports”). The Company files Company SEC Reports on a voluntarily basis pursuant to Section 15(d) since of the Exchange Act. The Company does not have, and has never had, a class of “equity security” (as such term is defined in Rule 13d-1(i) promulgated under the Exchange Act) registered under Section 12 of the Exchange Act. (b) Each of the Company was first required SEC Reports filed on or after May 14, 2007, as of the date of the filing of such report (or, if amended or superseded by Law or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical a subsequent filing prior to the Draft Super 8-K date hereof, on the date of such filing), (i) complied as defined below) and will comply, and the SEC Reports at the time they were filed complied, to form in all material respects with the requirements of the Securities Act or and the Exchange Act, as the case may be, and, to the extent then applicable. There are no Contracts , SOX, including in each case, the rules and regulations thereunder, and (ii) did not contain any untrue statement of a material fact or any omit to state a material change or amendment thereto, or any waiver of any material right thereunder) that are fact required to be described stated therein or necessary in order to make the SEC Reports or will be required to be described in the Super 8-K that were or are not described, in all material respects, therein orstatements made therein, in the case light of Contracts (or any material change or amendment theretothe circumstances under which they were made, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reportsmisleading. To the Company’s knowledgeKnowledge, none each of the Company SEC Reports filed prior to May 14, 2007, as of the date of the filing of such report (or, if amended or superseded by a subsequent filing prior to the date hereof, on the date of such filing), (i) complied as to form in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and, to the extent then applicable, SOX, including in each case, the rules and regulations thereunder, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (c) The Company certifications required by Rules 13a-14 and 15d-14 promulgated under the Exchange Act and Sections 302 and 906 of SOX which are contained in the Company SEC Reports filed on or after May 14, 2007 complied with such laws and the rules and regulations of the SEC Reports promulgated thereunder. (d) Except as set forth under Item 9A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, the Acquired Corporations have implemented and maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and such controls and procedures are effective to ensure that (i) all material information required to be disclosed by the Company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within the subject of an ongoing SEC review. There are no SEC inquiries or investigationstime periods specified in the SEC’s rules and forms, other governmental inquiries or investigations or internal investigations pending or threatened in writing and (or, ii) all such information is accumulated and communicated to the Company’s knowledgemanagement, threatened orally)including its principal executive officer and principal financial officer, in each case as appropriate, to allow timely decisions regarding any accounting practice of the Company or any of its Subsidiaries or otherwise relating to the Company or any of its Subsidiariesrequired disclosure.

SEC Reports. The (a) Since January 1, 2019 through the date of this Agreement, the Company has timely filed or furnished (as applicable) all forms, reports, schedules, statements and documents with the SEC that have been required to be so filed or furnished (as applicable) 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 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 after January 1, 2019, and at or prior to the Effective Time that are not required to be so filed or furnished, as applicable, all reports, proxy statements, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated by reference therein) required to be filed or furnished by the Company under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “SEC Reports”). (b) since the Company was first required by Law Each SEC Report complied, or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and as the SEC Reports at case may be, as of its filing date (or, if amended or superseded by a filing, on the time they were filed complieddate of such amended or superseded filing), as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as applicable. There are no Contracts the case may be, and with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such SEC Report 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 SEC Report did not, or will not, as the case may be, contain any untrue statement of a material fact or omit to state any material change or amendment thereto, or any waiver of any material right thereunder) that are required fact necessary in order to be described in make the SEC Reports or will be required to be described in the Super 8-K that were or are not described, in all material respects, therein orstatements made therein, in the case light of Contracts the circumstances under which they were made, not misleading. (or any material change or amendment theretod) As of the date of this Agreement, or any waiver of any material right thereunder(i) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There there are no outstanding or unresolved comments in any comment letters received from of the staff of the SEC staff received by the Company relating to the SEC Reports or any registration statement filed by the Company with the SEC and (ii) no 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 reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. (f) Since January 1, 2019, no executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any SEC Report, except as disclosed in certifications filed with the SEC Reports, and at the time of filing or submission of each such certification, such certification was true and accurate and complied with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. To the Company’s knowledgeSince January 1, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations2019, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice of neither the Company or nor any of its Subsidiaries executive officers has received any written notice from any Governmental Entity challenging or otherwise relating to questioning the Company accuracy, completeness, form or any manner of its Subsidiariesfiling of such certifications.

SEC Reports. The So long as any Notes are outstanding: (a) Notwithstanding that following the Issue Date the Company has timely filed or furnished, as applicable, all reports, proxy statements, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated by reference therein) may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject to SEC reporting requirements as a non-accelerated filer. (b) At any time (the date thereof, the “Termination Date”) as the Company is not required to be subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act and the Company is not permitted by the Exchange Act or the SEC to file with the SEC the annual reports, information, documents and other reports that it would be required to file if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company shall furnish to the Trustee: (i) within 105 days following the end of each fiscal year of the Company (or such longer period as may be permitted by the SEC if the Company were then subject to SEC reporting requirements as a non-accelerated filer), beginning with the first fiscal year of the Company ended after the Termination Date, the consolidated financial statements of the Company for such year prepared in accordance with GAAP, together with a report thereon by the Company’s independent auditors, and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to such financial statements substantially similar to that which would be included in an Annual Report on Form 10-K (as in effect on the Issue Date) filed or furnished with the SEC by the Company (if the Company were required to prepare and file such form); it being understood that (x) the Company shall not be required to include any separate consolidating financial information with respect to the Company, any Subsidiary Guarantor or any other affiliate of the Company, or any separate financial statements or information for the Company, any Subsidiary Guarantor or any other affiliate of the Company and (y) the consolidated financial statements of the Company or any similar reference shall, in each case, include each variable interest entity that the Company would otherwise be required to consolidate under GAAP; (ii) within 60 days after the Securities Exchange end of each of the first three fiscal quarters of the Company in each fiscal year of the Company (or such longer period as may be permitted by the SEC if the Company were then subject to SEC reporting requirements as a non-accelerated filer), beginning with the first fiscal quarter of the Company ended after the Termination Date, the condensed consolidated financial statements of the Company for such quarter prepared in accordance with GAAP, together with a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to such financial statements substantially similar to that which would be included in a Quarterly Report on Form 10-Q (as in effect on the Issue Date) filed with the SEC by the Company (if the Company were required to prepare and file such form); it being understood that (x) the Company shall not be required to include any separate consolidating financial information with respect to the Company, any Subsidiary Guarantor or any other affiliate of the Company, or any separate financial statements or information for the Company, any Subsidiary Guarantor or any other affiliate of the Company and (y) the consolidated financial statements of the Company or any similar reference shall, in each case, include each variable interest entity that the Company is required to consolidate under GAAP; and (iii) information substantially similar to the information that would be required to be included in a Current Report on Form 8-K (as in effect on the Issue Date) filed with the SEC by the Company (if the Company were required to prepare and file such form) pursuant to Item 1.03 (Bankruptcy or Receivership), 2.01 (Completion of Acquisition or Disposition of Assets) or 5.01 (Changes in Control of Registrant) of such form (and in any event excluding, for the avoidance of doubt, the financial statements, pro forma financial information and exhibits, if any, that would be required by Item 9.01 (Financial Statements and Exhibits) of such form), within 15 days after the date of filing that would have been required for a current report on Form 8-K. In addition, to the extent not satisfied by the foregoing, for so long as the Notes remain subject to this paragraph (b), the Company will furnish to Holders thereof and prospective investors in such Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) (as in effect on the Issue Date). In connection with this covenant, it being understood that the Company shall not be required to (a) comply with Section 302, Section 404 and Section 906 of the Sarbanes Oxley Act of 19342002, as amended, or related items 307, 308 and 308T of Regulation S-K under the Securities Act and (b) comply with Rule 3-10 and Rule 3-16 of Regulation S-X under the Securities Act. (c) Substantially concurrently with the furnishing or making available to the Trustee of the information specified in paragraph (b) above pursuant thereto, the Company shall also (1) use its commercially reasonable efforts (i) to post copies of such reports on such website as may be then maintained by the Company, or (ii) to post copies of such reports on a website (which may be nonpublic) to which access is given to Holders, prospective investors in the Notes (which prospective investors shall be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act that certify their status as such to the reasonable satisfaction of the Company), and securities analysts (to the extent providing research and analysis of investment in the Notes to investors and prospective investors therein) and market-making financial institutions reasonably satisfactory to the Company, or (iii) otherwise to provide substantially comparable availability of such reports (as determined by the Company in good faith) (it being understood that, without limitation, making such reports available on Bloomberg or another private electronic information service shall constitute substantially comparable availability), or (2) to the extent the Company determines in good faith that it cannot make such reports available in the manner described in the preceding clause (1) after the use of its commercially reasonable efforts, furnish such reports to the Holders of the Notes, upon their request. (d) If, at any time, any audited or reviewed financial statements or information required to be included in any such statement or filing pursuant to paragraph (a) or (b) above are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations promulgated thereunder (of the “Exchange Act”) (the “SEC Reports”) since thereunder), the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and the SEC Reports at the time they were filed compliedmay, in all material respects with lieu of making such filing or transmitting or making available the Securities Act financial statements or information, documents and reports so required to be filed, transmitted or made available, as the Exchange Actcase may be, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (i) the Company shall in any event be required to make such filing and so transmit or make available, as applicable. There are , such audited or reviewed financial statements or information no Contracts later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (or any material change or amendment theretosuch initial date, the “Reporting Date”) and (ii) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any waiver period regardless of the number of such elections by the Company). The Trustee shall have no independent responsibility to determine if liquidated damages are due or the amount of any material right thereunder) that are required to be described in the SEC Reports or such liquidated damages. The Company will be required deemed to be described in have satisfied the Super 8-K that were or are not described, in all material respects, therein orrequirements of this Section 405 if any Parent, in the case of Contracts paragraph (a), is subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act and has filed reports required under Section 13(a) or 15(d) of the Exchange Act with the SEC via the E▇▇▇▇ (or any material change successor) filing system and such reports are publicly available or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-Kcase of paragraph (b), are not described in furnishes or makes available information regarding such Parent of the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are type otherwise required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC ReportsCompany under such paragraph (b). To Following the qualification of this Indenture under the TIA, the Company also will comply with the other provisions of TIA § 314(a). Subject to Article VII, delivery of reports, information and documents to the Trustee under this Section 405 is for informational purposes only and the Trustee’s receipt (or constructive receipt) of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice of the Company or compliance with any of its Subsidiaries or otherwise relating covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). Subject to Article VII, the Trustee is not obligated to confirm that the Company has complied with its obligations contained in this Section 405 to file such reports with the SEC or any of post such reports and information on its Subsidiarieswebsite.

SEC Reports. The Notwithstanding that the Company has timely filed or furnished, as applicable, all reports, proxy statements, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated by reference therein) may not be required to be filed or furnished remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company under is required to file with the Securities SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (of the “Exchange Act”) (the “SEC Reports”) since thereunder), the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and the SEC Reports at the time they were filed compliedmay, in all material respects with lieu of making such filing or transmitting or making available the Securities Act or the Exchange Actinformation, as applicable. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are documents and reports so required to be described filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in the SEC Reports or will any event be required to be described in make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the Super 8-K that were first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or are such information, documents and reports have not describedbeen transmitted or made available, in all material respects, therein or, in as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of Contracts 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (or any material change or amendment theretox) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any waiver period regardless of any material right thereunder) that the number of such elections by the Company). The Company will be required deemed to be described in have satisfied the Super 8-Krequirements of this Section 405 if any Parent files and provides reports, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none documents and information of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally)types otherwise so required, in each case regarding within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any accounting practice exemptive relief) because of the filings by such Parent. The Trustee shall have no responsibility or liability whatsoever for determining whether or not such filings have occurred. Delivery of such reports, 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 (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). So long as any Notes are outstanding, the Company or Parent will (1) not later than ten Business Days after filing or furnishing a copy of the Company’s or Parent’s annual or quarterly report with the SEC or the Trustee, hold a conference call to discuss the results of operations for the relevant reporting period, with the opportunity to ask questions of management (the Company may satisfy the requirements of this clause (1) by holding the required conference call within the time period required by this clause (1) as part of any earnings call of the Company or any Parent) and (2) issue a press release to an internationally recognized wire service prior to the date of its Subsidiaries the conference call required to be held in accordance with this paragraph, announcing the time and date of such conference call and either including all information necessary to access the call or otherwise relating directing Holders, prospective investors, broker-dealers and securities analysts to contact the appropriate person at the Company or any of its SubsidiariesParent.

SEC Reports. The Company has timely filed or furnished, as applicable, all reports, proxy statements, schedules, forms, statements, certifications statements and other documents (including exhibits and all other information incorporated by reference therein) required to be filed or furnished by the Company under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the “Exchange Act”) (foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus, being collectively referred to herein as the “SEC Reports”) since the Company was first required by Law on a timely basis or regulation to file has received a valid extension of such material. The Delivered Super 8-K complies, the Super 8-K when time of filing and has filed will be substantially identical any such SEC Reports prior to the Draft Super 8-K (as defined below) and will complyexpiration of any such extension. As of their respective dates, and the SEC Reports at the time they were filed complied, complied in all material respects with the Securities requirements of the Act or and the Exchange Act, as applicable, and none of the SEC Reports, 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 the light of the circumstances under which they were made, not misleading. There are no Contracts (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 Commission with respect thereto as in effect at the time of filing. The interactive data in eXtensible Business Reporting Language included or any incorporated by reference in the Registration Statement fairly presents the information called for in all material change respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or amendment thereto, or any waiver of any material right thereunder) that supporting schedules are required to be described included in the SEC Reports Registration Statement, the ATM Prospectus, any Prospectus Supplement or will the Prospectus. 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 that unaudited financial statements may not contain all footnotes required to be described in the Super 8-K that were or are not describedby GAAP, and fairly present in all material respectsrespects 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, therein orsubject, in the case of Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (orunaudited statements, to the Company’s knowledgenormal, threatened orally)immaterial, in each case regarding any accounting practice of the Company or any of its Subsidiaries or otherwise relating to the Company or any of its Subsidiariesyear-end audit adjustments.

SEC Reports. (a) The Company has Company, AHD and APL have each timely filed or furnished, as applicable, furnished on a timely basis all reports, proxy statements, schedules, forms, statements, certifications statements and other documents (including exhibits and all other information incorporated by reference therein) required to be filed or furnished by the Company it under the Securities Act, the Exchange Act or the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 1934, as amended, and 2002 (including the rules and regulations promulgated thereunder (thereunder, collectively, the “Exchange S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with the SEC since January 1, 2008 (together with all exhibits, financial statements and schedules thereto and all information incorporated therein by reference, the “SEC Reports”) since Documents” and, such reports, schedules, forms, statements and other documents filed or furnished by the Company was first required together with all exhibits, financial statements and schedules thereto and all information incorporated therein by Law or regulation to file such material. The Delivered Super 8-K compliesreference, the Super 8-K “Company SEC Documents”). As 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 prior to the date hereof, each of the SEC Documents complied when filed will be substantially identical to the Draft Super 8-K or furnished (as defined belowor, if applicable, when amended) and will comply, and the SEC Reports at the time they were filed complied, in all material respects with the requirements of the Securities Act, the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, in each case to the extent applicable to such SEC Documents, and none of the SEC Documents when filed or furnished (or in the case of a registration statement under the Securities Act, at the time it was declared effective) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (and 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 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 make periodic or recurring filings of any form, report, statement, schedule, certificate or other document with the Exchange ActSEC or any foreign Governmental Entity that performs a similar function to that of the SEC. (b) Each of the Company, AHD and APL is in compliance in all material respects with the applicable provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable listing and governance rules and regulations of NASDAQ or the New York Stock Exchange, as applicable. There are no Contracts 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 change or amendment respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, or any waiver of any material right thereunder(y) that are required to 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 described indicated in the SEC Reports or will be required to be described notes thereto and except, in the Super 8case of the unaudited interim statements, as may be permitted by Form 10-K that were or are not describedQ and Regulation S-X of the SEC) and (z) fairly present, in all material respects, therein orthe 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 consolidated results of their operations, their consolidated stockholders’ equity and their consolidated cash flows for the respective periods indicated (subject, in the case of Contracts (or 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 amendment theretoAPL, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed except as required by GAAP and disclosed in the SEC Reports or Documents filed prior to the Super 8-K. There date hereof. (d) As of the date hereof, there are no outstanding or unresolved comments in any comment letters received from of the staff of the SEC staff with respect received by the Company, AHD or APL relating to the SEC ReportsDocuments applicable to them. To The Company has heretofore made available to Parent true, correct and complete copies of all written correspondence between the Company’s knowledge, none 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 is Documents is, to the knowledge of the Company as of the date hereof, the subject of an ongoing SEC review. There are no SEC inquiries . (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 investigations, other governmental inquiries any similar Contract (including any Contract relating to any transaction or investigations relationship between or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice of 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 its Subsidiaries Regulation S-K of the SEC), where the result, purpose or otherwise relating effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiariesa Company Subsidiary in the Company Financial Statements, the AHD Financial Statements, the APL Financial Statements or other SEC Documents.

SEC Reports. 2.5.1 The Company has timely filed or furnished, as applicable, all reports, proxy statements, schedules, required forms, statementsreports and documents with the SEC since December 31, certifications and other documents 1993 (including exhibits and all other information incorporated by reference therein) required to be filed or furnished by collectively, the Company under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “"SEC Reports”) since the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies"), the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and the SEC Reports at the time they were filed complied, in all material respects each of which has complied with applicable requirements of the Securities Act or and the Exchange Act, as applicable. There are no Contracts (or any material change or amendment thereto, or any waiver As of any material right thereunder) that are required to be described in the SEC Reports or will be required to be described in the Super 8-K that were or are not described, in all material respects, therein or, in the case of Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledgetheir respective dates, none of the SEC Reports is Reports, including, without limitation, any financial statements or schedules included therein, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally)statements therein, in each case regarding any accounting practice light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the SEC Reports fairly present, in conformity with generally accepted accounting principles 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 previously provided complete and correct copies of each of the SEC Reports filed on or prior to the date of this Agreement to Purchaser. 2.5.2 Except as reflected or reserved against in the consolidated balance sheet of the Company and its subsidiaries as of December 30, 1996 previously provided to Purchaser by the Company (the "December 30 Financials"), the Company and its subsidiaries have no liabilities of any nature (whether arising out of its Subsidiaries contract, tort, statute or otherwise relating and whether direct or indirect, accrued, matured or unmatured, asserted or unassorted, absolute, contingent or otherwise) which would be required to be reflected on a balance sheet prepared in accordance with generally accepted accounting principles (all of such liabilities being collectively referred to as "Liabilities"), except for Liabilities incurred in the Company ordinary course of business since December 30, 1996 which would not, individually or any of its Subsidiariesin the aggregate, have a Material Adverse Effect on the Company.

SEC Reports. The Company has timely filed or furnished, as applicable, all reports, proxy statements, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated by reference therein) required to be filed or furnished by Notwithstanding that the Company under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “SEC Reports”) since the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will may not be substantially identical subject to the Draft Super 8-K (as defined belowreporting requirements of Section 13 or 15(d) and will comply, and the SEC Reports at the time they were filed complied, in all material respects with the Securities Act or of the Exchange Act, to the extent permitted by the Exchange Act and the SEC, the Company will file or furnish with the SEC, and make available to the Trustee and the Holders of the Notes, the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as applicablethe 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 or in the relevant forms. There In the event that the Company is not permitted to file such reports, documents and information with the SEC pursuant to the Exchange Act or any rule, regulation, interpretation or action of the SEC, the Company will nevertheless make available such Exchange Act information to the Trustee and Holders of Notes 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 Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, or if the Company’s consolidated financial statements consolidate any Physician Groups that are no Contracts not Restricted Subsidiaries, and if such Unrestricted Subsidiaries and Physician Groups that are not Restricted Subsidiaries would, in the aggregate and calculated as of the last day of the applicable fiscal quarter or fiscal year, as the case may be, constitute a Significant Subsidiary, then the quarterly report on Form 10-Q or annual report on Form 10-K (or any material change applicable successor forms) for such fiscal quarter or amendment theretofiscal year, or any waiver of any material right thereunder) that are as the case may be, required to be described in by the SEC Reports or will be required to be described in the Super 8-K that were or are not described, in all material respects, therein preceding paragraph shall include a reasonably detailed presentation or, in the case of Contracts clause (or b) below, a summary, (a) in the footnotes to the consolidated financial statements and (b) in Management’s Discussion and Analysis of Results of Operations and Financial Condition, of the consolidated financial condition and results of operations of the Company and its consolidated subsidiaries, excluding any material change or amendment theretosuch Unrestricted Subsidiaries and without consolidating any such Physician Groups that are not Restricted Subsidiaries (it being understood that information comparable to that appearing under the caption “Risk Factors—Risks Relating to Investment in the Notes–Our consolidated financial statements include the results of certain physician groups that are not owned by the Company and will not guarantee the notes” in the Company’s prospectus supplement dated June [ ], or any waiver 2014 relating to the original issuance of any material right thereunder) that the Notes on the Issue Date will be required deemed to satisfy the requirements of this clause (b), provided that, for purposes of this clause (b), such information shall be described in provided for the Super 8three, six or nine month period of the then current fiscal year covered by such Form 10-Q (it being understood that no such information need be provided for any three month period within any such six or nine month period) or the most recent fiscal year covered by such Form 10-K, as the case may be). The quarterly and annual financial information required by the preceding sentence shall reflect the adjustments necessary so that any Unrestricted Subsidiaries and any Physician Groups that are not described Restricted Subsidiaries (and any Subsidiaries of such Unrestricted Subsidiaries and such Physician Groups) are not consolidated in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing financial statements (or, to it being understood that the Company’s knowledge, threatened orally), direct or indirect equity interest in each case regarding any accounting practice and share of the Company revenues, operating income, net income or similar operating results of any of its Subsidiaries such Person that is accounted for under the equity method, and any management fees or otherwise relating other amounts payable to the Company or any of its SubsidiariesRestricted Subsidiaries by any such Physician Group that is not a Restricted Subsidiary, may be reflected in such consolidated financial information; and it being further understood that all such adjustments may appear in the notes to the financial statements and need not be made or reflected in the financial statements themselves). Anything in this paragraph to the contrary notwithstanding, the Company may, if it so elects, provide the information required by this paragraph in a current report on Form 8-K (or any applicable successor form) filed substantially concurrently with the applicable Form 10-Q or 10-K, as the case may be. For purposes of this Section 4.18, the Company and the Subsidiary Guarantors will be deemed to have furnished the reports to the Trustee and the Holders of Notes as required by this Section 4.18 if they have filed or furnished such reports with the SEC via the ▇▇▇▇▇ (or successor or similar) filing system and such reports are publicly available. Delivery of such reports, 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 (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

SEC Reports. The Company has and its Subsidiaries have timely filed or furnishedwith the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, as applicable, all reports, proxy statements, schedules, forms, statements, certifications statements and other documents (including exhibits and all other information incorporated by reference therein) required to be filed or furnished by the Company under or its Subsidiaries with the Securities Exchange Act of 1934SEC (collectively, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “Company SEC Reports”) since September 30, 2009. Except to the extent corrected by subsequent Company SEC Reports filed prior to the date hereof, such Company SEC Reports (a) complied, and each of the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when SEC Reports filed will be substantially identical subsequent to the Draft Super 8-K (as defined below) and date of this Agreement will comply, and the SEC Reports at the time they were filed complied, in all material respects with the applicable requirements of the Securities Act or of 1933 (the “Securities Act”), the Exchange ActAct and other applicable Laws, as applicable. There are no Contracts including the applicable rules and regulations promulgated thereunder and (or any material change or amendment theretob) did not, at the time they were filed, or if amended or restated, at the time of such later amendment or restatement, and each of the Company SEC Reports filed subsequent to the date of this Agreement will not, contain any waiver untrue statement of any material right thereunder) that are fact or omit to state a material fact required to be described stated therein or necessary in order to make the SEC Reports or will be required to be described in the Super 8-K that were or are not described, in all material respects, therein orstatements therein, in the case light of Contracts (the circumstances under which such statements were made, not misleading. Other than WMG Holdings Corp. and WMG Acquisition Corp., no Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or any material change or amendment thereto, or any waiver of any material right thereunder) that will be is otherwise required to be described in file any periodic forms, reports, schedules, statements or other documents with the Super 8-KSEC. As of the date hereof, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the Company SEC Reports. To the Knowledge of the Company’s knowledge, as of the date hereof, none of the Company SEC Reports is the subject of an ongoing SEC review. There are no , outstanding SEC inquiries comment or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice of the Company or any of its Subsidiaries or otherwise relating to the Company or any of its Subsidiariesoutstanding SEC investigation.

SEC Reports. (a) The Company has timely filed or furnished, as applicable, with the U.S. Securities and Exchange Commission (the "SEC") under the Exchange Act all reports, proxy statements, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated by reference therein) required to be filed under Sections 13, 14 or furnished 15(d) of the Exchange Act since December 31, 1997. Prior to each Closing Date, the Company shall have previously delivered to the Purchaser (a) each Annual Report on Form 10-K of the Company filed with the SEC since December 31, 1998 (the Annual Report on Form 10-K most recently filed prior to a given Closing Date is referred to herein as the "COMPANY 10-K" relating to such Closing Date), (b) all proxy statements relating to the Company's meetings of stockholders held since December 31, 1998 and (c) all other documents filed by the Company under with the Securities Exchange Act of 1934SEC since December 31, 1998, in each case as amended, and filed with the rules and regulations promulgated thereunder SEC (the “Exchange Act”) (the “SEC Reports”) since the Company was first required by Law or regulation to file such material. The Delivered Super 8-K compliescollectively, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply"COMPANY SEC REPORTS"). As of their respective dates, and the SEC Reports at the time they were filed complied, such documents complied in all material respects with applicable SEC requirements and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the Securities Act statements therein, in light of the circumstances under which they were made, not misleading. (b) Neither the Company nor any Subsidiary of the Company, if any, is a party to or the Exchange Actbound by, as applicable. There and neither they nor their properties are no Contracts (subject to, any contract or other agreement, or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be described disclosed in a Form 10-K, Form 10-Q or Form 8-K of the Company which is not disclosed in the Company SEC Reports. Except as disclosed in the Company SEC Reports or will be as disclosed on Schedule 3.5(b) attached hereto, all of such contracts and other agreements are valid, subsisting, in full force and effect, binding upon the Company or the applicable subsidiary of the Company, if any, and, to the best knowledge of the Company, binding upon the other parties thereto in accordance with their terms, and the Company or the applicable subsidiary of the Company, if any, have paid in full or accrued all amounts now due from them thereunder, and have satisfied in full or provided for their liabilities and obligations thereunder which are presently required to be described in the Super 8-K that were satisfied or provided for and are not describedin default under any of them, in all material respects, therein or, in the case of Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (ornor, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice best knowledge of the Company Company, is any other party to any such contract or other agreement in default thereunder, nor does any condition exist that with notice or lapse of its Subsidiaries time or otherwise relating both would constitute a default thereunder, other than any such breaches or defaults which would not, either individually or in the aggregate, have a Material Adverse Effect. True and complete copies of all of the contracts and other agreements referred to in this Section 3.5 have been provided previously to the Company or any of its SubsidiariesPurchaser.

SEC Reports. (a) The Company has filed in a timely filed or furnished, as applicable, manner with the Securities and Exchange Commission (the "SEC") all reports, proxy statements, schedulesreports, forms, statements, certifications and other documents (including exhibits and all other information incorporated by reference therein) required to be filed or furnished by the Company it under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “SEC Reports”) since the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and the SEC Reports at the time they were filed complied, in all material respects with the Securities Act or the Exchange Act, as applicableincluding its Annual Report on Form 10-K for the fiscal year ended December 31, 1994 (collectively, the "SEC Reports"). There are no Contracts (Each SEC Report was in substantial compliance with the requirements of its respective report form and did not on the date of filing contain any untrue statement of a material fact or any omit to state a material change or amendment thereto, or any waiver of any material right thereunder) that are fact required to be described stated therein or necessary to make the statements therein, in the light of the circumstances under which there were made, not misleading. (b) The financial statements (including any related schedules and/or notes) included in the SEC Reports have been prepared in accordance with generally accepted accounting principles consistently followed (except as indicated in the notes thereto) throughout the periods involved and fairly present the consolidated financial condition, results of operations and changes in stockholders' equity of the Company and its subsidiaries as of the dates thereof and for the periods ended on such dates (in each case subject, as to interim statements, to changes resulting from normal year-end audit adjustments (none of which will be material in amount or effect)), and the Company has no material liabilities, contingent or otherwise, not reflected in the balance sheet as of December 31, 1994 included in the SEC Reports or will be required otherwise referred to be described in the Super 8-K that were or are not described, in all material respects, therein or, in the case of Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or otherwise disclosed to the Super 8-K. Purchaser in writing prior to the execution by the Purchaser of this Agreement, other than any such liabilities incurred in the ordinary course of business since December 31, 1994. There are has been no outstanding material adverse change in the business, prospects, condition or unresolved comments operations (financial or otherwise) of the Company and its subsidiaries taken as a whole from that set forth in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of other than changes disclosed or referred to in the SEC Reports is or otherwise disclosed to the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened Purchaser in writing (or, prior to the Company’s knowledge, threatened orally), in each case regarding any accounting practice execution by the Purchaser of the Company or any of its Subsidiaries or otherwise relating to the Company or any of its Subsidiariesthis Agreement.

SEC Reports. The Company has timely filed or furnished, as applicable, all reports, proxy statements, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated by reference therein) reports required to be filed by 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 reports 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 Company under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (, whether or not any such reports were required being collectively referred to herein as the “SEC Reports”) since ” and, together with this Agreement and the Company was first required by Law or regulation Schedules to file such material. The Delivered Super 8-K compliesthis Agreement, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply“Disclosure Materials”. As of their respective dates, and the SEC Reports at filed by the time they were filed complied, Company complied in all material respects with the requirements of the Securities Act or and the Exchange ActAct and the rules and regulations of the SEC promulgated thereunder, as applicable. There are no Contracts (and none of the SEC Reports, when filed by the Company, contained any untrue statement of a material fact or any omitted to state a material change or amendment thereto, or any waiver of any material right thereunder) that are fact required to be described stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports or will be required to be described in the Super 8-K that were or are not described, comply in all material respectsrespects with applicable accounting requirements and the rules and regulations of the SEC 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”), therein orexcept 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 Contracts (unaudited statements, to normal, year-end audit adjustments. All material agreements to which the Company or any material change Subsidiary is a party or amendment thereto, to which the property or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice assets of the Company or any Subsidiary are subject are included as part of its Subsidiaries or otherwise relating identified in the SEC Reports, to the extent such agreements are required to be included or identified pursuant to the rules and regulations of the SEC. The accountants which audited the financial statements included in the SEC Reports were independent registered public accounting firm as required by the SEC and the Public Company or any of its SubsidiariesAccounting Oversight Board.

SEC Reports. The Since June 30, 2005, the Company has timely filed or furnished (as applicable) all forms, reports and documents with the SEC that were required to be so filed or furnished (as applicable) by it under the Exchange Act or the Securities Act and, after the date of this Agreement and until the expiration date of the Offer, the Company will file all forms, reports and documents with the SEC that are required to be filed by it under the Exchange Act or the Securities Act (all such forms, reports and documents (as have been amended since the time of their filing), as well as any other forms, reports or other documents, filed or furnished (as applicable) by the Company with the SEC on or prior to the expiration date of the Offer that are not required to be so filed or furnished, being collectively referred to herein as applicable, all reports, proxy statements, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated by reference therein) required to be filed or furnished by the Company under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “SEC Reports”) since the Company was first required by Law ). Each SEC Report complied or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and as the case may be, as of its filing date as of its respective effective date (in the case of the SEC Reports at that are registration statements filed pursuant to the time they were filed compliedrequirements of the Securities Act), as of its respective filing date (in the case of all other SEC Reports), or, in each case, if amended prior to the date hereof, as of the date of the last amendment, as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as applicablethe case may be, and with all applicable rules and regulations of the Securities Act, the Exchange Act or as otherwise promulgated by the SEC, each as in effect on the date such SEC Report was filed. There True and correct copies of all Company SEC Reports filed since June 30, 2005 until prior to the date hereof, whether or not required under the Securities Act or the Exchange Act have been furnished to Parent or are no Contracts publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. 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 SEC Report did not and will not contain any untrue statement of a material fact or omit to state any material change or amendment thereto, or any waiver of any material right thereunder) that are required fact necessary in order to be described in make the SEC Reports or will be required to be described in the Super 8-K that were or are not described, in all material respects, therein orstatements made therein, in the case light of Contracts (or any material change or amendment theretothe circumstances under which they were made, or any waiver of any material right thereunder) that will be required to be described in not misleading. Except as publicly available from the Super 8-KSEC, are since June 30, 2005 the Company has not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff any written comments or questions with respect to the SEC Reports. To the Company’s knowledge, none any of the SEC Reports is (including the subject of an ongoing financial statements included therein) or any registration statement filed by it with the SEC review. There or any notice from the SEC that such SEC Reports (including the financial statements included therein) or registration statements are no SEC inquiries being reviewed or investigationsinvestigated, other governmental inquiries or investigations or internal investigations pending or threatened in writing (orand, to the Company’s knowledge, threatened orallythere is not, as of the date of this Agreement, any investigation or review being conducted by the SEC of any SEC Reports (including the financial statements included therein). None of the Company’s Subsidiaries is required to file any forms, in each case regarding any accounting practice reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any SEC Report, except as disclosed in certifications filed with the SEC Reports. Neither the Company nor any of its Subsidiaries executive officers has received written notice from any Governmental Authority challenging or otherwise relating to questioning the Company accuracy, completeness, form or any manner of its Subsidiariesfiling of such certifications.

SEC Reports. The Company has timely filed or furnishedSolely with respect to the Notes, Section 4.2 of the Base Indenture is hereby amended and restated as applicable, all reports, proxy statements, schedules, forms, statements, certifications and other documents follows: (including exhibits and all other information incorporated by reference thereina) required to be filed or furnished by Notwithstanding that the Company under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “SEC Reports”) since the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will may not be substantially identical subject to the Draft Super 8-K (as defined belowreporting requirements of Section 13 or 15(d) and will comply, and the SEC Reports at the time they were filed complied, in all material respects with the Securities Act or of the Exchange Act, as applicable. There are no Contracts to the extent permitted by the Exchange Act, the Company will file with the SEC, and make available to the Trustee and the registered Holders of the Notes, the annual reports and the information, documents and other reports (or any material change or amendment thereto, or any waiver copies of such portions of any material right thereunderof the foregoing as the SEC may by rules and regulations prescribe) that are required to be described specified in Sections 13 and 15(d) of the SEC Reports or will be required to be described in the Super 8-K that were or are not described, in all material respects, therein or, in the case of Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff 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 is not permitted to file such reports, documents and information with the SEC Reports. To pursuant to the Company’s knowledgeExchange Act, none the Company will nevertheless make available such Exchange Act information to the Trustee and the Holders of the SEC Reports is Notes as if the Company were subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice reporting requirements of Section 13 or 15(d) of the Exchange Act within the time periods specified therein or in the relevant forms. (b) If the Company or 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 $15.0 million and 0.5% of Adjusted Consolidated Net Tangible Assets determined as of the filing date of any quarterly or otherwise annual report required by the preceding paragraph, then the quarterly and annual financial information required by the 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. (c) The Company and the Subsidiary Guarantors will make available to the Holders of Notes and to prospective investors, upon their request, 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. (d) For purposes of this Section 4.12, the Company and the Subsidiary Guarantors will be deemed to have furnished the reports to the Trustee and the Holders of Notes as required by this Section 4.12 if they have filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. (e) In the event that any direct or indirect parent company of the Company becomes a guarantor of the Notes, the Company may satisfy its obligations under this Section 4.12 to provide consolidated financial information of the Company by furnishing consolidated 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 and (b) such parent is not engaged in any business in any material respect other than incidental to its ownership, directly or any indirectly, of its Subsidiariesthe Capital Stock of the Company. (f) The Company also shall comply with the other provisions of TIA § 314(a).”

SEC Reports. The Notwithstanding that the Company has timely filed or furnished, as applicable, all reports, proxy statements, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated by reference therein) may not be required to be filed or furnished remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company shall file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as any series of the Notes is outstanding, the annual reports, information, documents and other reports that the Company under is required to file with the Securities SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject to SEC reporting requirements as a non-accelerated filer. The Company will be deemed to have satisfied the requirements of this Section 404 if any Parent files reports, documents and information of the types otherwise so required, in each case within the applicable time periods. If such Parent has material operations separate and apart from its ownership of the Company, then the Company or such Parent will provide consolidating information, which need not be audited, that explains in reasonable detail the differences between the information relating to such Parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. If any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s or any such Parent’s accountants not being “independent” (as defined pursuant to the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (of the “Exchange Act”) (the “SEC Reports”) since thereunder), the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and the SEC Reports at the time they were filed compliedParent may, in all material respects with lieu of making such filing, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Securities Act Company or the Exchange Act, as applicable. There are no Contracts (or such Parent shall in any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be described in the SEC Reports or will event be required to make such filing no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 404 (such initial date, the “Reporting Date”) and (b) if the Company or such Parent makes such an election and such filing has not been made, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be described in payable for any period regardless of the Super 8-K that were number of such elections by the Company). Reports by the Company or Subsidiary Guarantors delivered to the Trustee are for informational purposes only and the Trustee’s receipt of such shall not describedconstitute constructive notice of any information contained therein or determinable from information contained therein, in all material respectsincluding the Company’s compliance with any of its covenants hereunder or the Notes (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall not be obligated to monitor or confirm, therein oron a continuing basis or otherwise, in its compliance with the case of Contracts (covenants or with respect to any reports or other documents filed with the SEC or ▇▇▇▇▇ or any material change or amendment theretowebsite under this Indenture, or participate in any waiver of any material right thereunder) that will be required conference calls. The Trustee shall have no obligation to be described in the Super 8-Kdetermine whether or not such information, are not described in the Delivered Super 8-K. There are no Contracts (documents or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not reports have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect pursuant to the SEC Reports. To the CompanySEC’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries ▇▇▇▇▇ filing system (or investigations, other governmental inquiries its successor) or investigations or internal investigations pending or threatened in writing (or, postings to the Company’s knowledge, threatened orally), in each case regarding any accounting practice of the Company or any of its Subsidiaries or otherwise relating to the Company or any of its Subsidiarieswebsite have occurred.

SEC Reports. The Company has timely filed or furnishedfurnished Acquiror with copies of its Annual Report on Form 10-K for the fiscal year ended December 31, as applicable2003, all reportsQuarterly Reports on Form 10-Q for the quarters ended March 31, proxy statements2004, schedulesJune 30, forms2004 and September 30, statements, certifications and other documents (including exhibits 2004 and all other information incorporated by reference therein) required to be reports or registration statements filed or furnished by the Company with the SEC under applicable laws, rules and regulations since December 31, 2003 (all such reports and registration statements being herein collectively called the “Company SEC Filings”), each as filed with the SEC. Each such Company SEC Filing when it became effective or was filed with the SEC, as the case may be, complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), as applicable, and the rules and regulations promulgated of the SEC thereunder and each Company SEC Filing did not on the date of effectiveness or filing, as the case may be, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of circumstances under which they were made, not misleading. The Company has filed, in a timely manner, all forms, reports and documents required to be made under the Exchange Act for the twelve (12) months prior to the “Exchange Act”) (the “SEC Reports”) since date of this Agreement. The financial statements of the Company was first required by Law or regulation included in the Company SEC Filings complied as to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and the SEC Reports at the time they were filed complied, form in all material respects with the Securities Act or published rules and regulations of the Exchange Act, as applicable. There are no Contracts (or any material change or amendment SEC with respect thereto, or any waiver of any material right thereunder) that are required to were prepared in accordance with GAAP applied on a consistent basis during the periods involved (expect as may be described indicated in the SEC Reports or will be required to be described in the Super 8-K that were or are not described, in all material respects, therein notes thereto or, in the case of Contracts the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (or any material change or amendment theretosubject, or any waiver of any material right thereunder) that will be required to be described in the Super 8-Kcase of the unaudited statements, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment theretoto normal, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledgerecurring adjustments, none of which will be material) the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. The Chief Executive Officer and the Chief Financial Officer of the Company have signed, and the Company has filed with the SEC, all certifications required by Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn, and neither the Company nor any of its Subsidiaries officers has received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing of such certifications. As used in this Section 3.27, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied otherwise relating made available to the Company or any of its SubsidiariesSEC.

SEC Reports. The Company Litronic has timely made available to BIZ or its counsel correct and complete copies of each report, schedule, registration statement and definitive proxy statement filed by Litronic with the SEC on or furnishedafter June 11, as applicable1999 ("Litronic SEC Documents"), which are all reportsthe documents (other than preliminary material) that Litronic was required to file with the SEC on or after that date. In addition, proxy Litronic has made available to BIZ all exhibits to the Litronic SEC Documents filed prior to the date hereof which are (i) requested by BIZ and (ii) are not available in complete form through ▇▇▇▇▇ ("Requested Confidential Exhibits") and will promptly make available to BIZ all Requested Confidential Exhibits to any additional Litronic SEC Documents filed prior to the Effective Time. As of their respective dates or, in the case of registration statements, schedulestheir effective dates (or if amended or superseded by a filing prior to the date of this Agreement, formsthen on the date of such filing), statements, certifications and other documents none of the Litronic SEC Documents (including all exhibits and all other information schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or omitted to state a material fact required to be filed stated therein or furnished by necessary in order to make the Company statements therein, in light of the circumstances under the Securities Exchange Act of 1934which they were made, as amendednot misleading, and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “Litronic SEC Reports”) since the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K Documents complied when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and the SEC Reports at the time they were filed complied, in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as applicable. There are no Contracts (or any material change or amendment theretothe case may be, or any waiver of any material right thereunder) that are required to be described in and the rules and regulations promulgated by the SEC Reports or will be required to be described in the Super 8-K thereunder. Litronic has filed all documents and agreements that were or are not described, in all material respects, therein or, in the case of Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the Litronic SEC Reports or Documents and all material contracts so filed (and those to be filed with any Litronic SEC Documents) as exhibits are in full force and effect except those which have expired in accordance with their terms, and neither Litronic nor any of the Super 8-K Litronic Subsidiaries is in default thereunder. The Litronic Disclosure Schedule lists such material contracts required to be filed with the SEC that were have not or will not have yet been filed as required in the with any Litronic SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice of the Company or any of its Subsidiaries or otherwise relating to the Company or any of its SubsidiariesDocuments.

SEC Reports. The Notwithstanding that the Company has timely filed or furnished, as applicable, all reports, proxy statements, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated by reference therein) may not be required to be filed or furnished remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company under is required to file with the Securities SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (of the “Exchange Act”) (the “SEC Reports”) since thereunder), the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and the SEC Reports at the time they were filed compliedmay, in all material respects with lieu of making such filing or transmitting or making available the Securities Act or the Exchange Actinformation, as applicable. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are documents and reports so required to be described filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in the SEC Reports or will any event be required to be described in make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the Super 8-K that were first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or are such information, documents and reports have not describedbeen transmitted or made available, in all material respects, therein or, in as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of Contracts 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (or any material change or amendment theretox) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any waiver period regardless of any material right thereunder) that the number of such elections by the Company). The Company will be required deemed to be described in have satisfied the Super 8-Krequirements of this Section 6.4 if any Parent files and provides reports, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none documents and information of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally)types otherwise so required, in each case regarding any accounting practice within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a). Delivery of such reports, information and documents to the Trustee shall be for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its Subsidiaries covenants under the Indenture or the Notes (as to which the Trustee shall have no duty to monitor and shall be entitled to rely exclusively on Officer’s Certificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s, the Co-Issuer’s or any other person’s compliance with the covenants in the Indenture or to determine whether any such reports, information or other documents are filed with the SEC through the SEC’s ▇▇▇▇▇ filing system (or any successor filing system) or posted on any website, on Intralinks or any comparable password-protected online data system or to examine such reports, information or documents to ensure compliance with the provisions of the Indenture or to ascertain the correctness or otherwise relating of the information or the statements contained therein or to the Company or participate in any of its Subsidiariesconference calls.

SEC Reports. The Company has timely filed or furnished, as applicable, with the SEC all reports, proxy statements, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated by reference therein) Company SEC Reports required to be have been filed or furnished by on or after the Applicable Date. As of their respective effective dates (in the case of Company under SEC Reports that are registration statements filed pursuant to the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder 1933 (the “Exchange Securities Act”)) and as of their respective filing dates (in the “case of all other Company SEC Reports”) since the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies), the Super 8-K when filed will be substantially identical and except to the Draft Super 8-K (as defined below) and will comply, and the extent corrected by subsequent Company SEC Reports at filed prior to the time they were filed complieddate hereof, each Company SEC Report (a) complied as to form in all material respects with the Securities Act or requirements of the Exchange Act, the Securities Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2022 (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as applicable. There are no Contracts the case may be, applicable to such Company SEC Report, (or any b) was prepared in all material change or amendment theretorespects in accordance with the applicable requirements of the Securities Act, the Exchange Act, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and other applicable Law and (c) did not, as of such respective dates, or if amended or restated prior to the date hereof, at the time of such later amendment or restatement, contain any waiver untrue statement of any a material right thereunder) that are fact or omit to state a material fact required to be described stated therein or necessary in order to make the SEC Reports or will be required to be described in the Super 8-K that were or are not described, in all material respects, therein orstatements therein, in the case light of Contracts (or any material change or amendment theretothe circumstances under which such statements were made, or any waiver not misleading. As of any material right thereunder) that will be required to be described in the Super 8-Kdate of this Agreement, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There there are no outstanding or unresolved comments in comment letters received from the SEC staff 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. To the Company’s knowledge, none Knowledge of the Company, as of the date hereof, no Company SEC Reports Report is the subject of an ongoing SEC reviewreview or outstanding SEC investigations. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice No Subsidiary of the Company or any of its Subsidiaries or otherwise relating is subject to the Company reporting requirements of Section 13(a) or any 15(d) of its Subsidiariesthe Exchange Act.

SEC Reports. The Company has timely filed or furnished, as applicable, all reports, proxy statements, schedules, forms, statements, certifications 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 was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and all other information documents incorporated by reference therein) required , being collectively referred to be filed or furnished by the Company under the Securities Exchange Act of 1934, herein as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “SEC Reports”) since 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 Company was first required by Law or regulation expiration of any such extension, except where the failure to file such materialon 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 Securities for resale on Form S-3 or which would prevent any Purchaser from using Rule 144 to resell any Securities). The Delivered Super 8-K compliesAs of their respective filing dates, the Super 8-K when filed will be substantially identical or to the Draft Super 8-K (as defined below) and will complyextent corrected by a subsequent restatement, and the SEC Reports at the time they were filed complied, complied in all material respects with the requirements of the Securities Act or and the Exchange ActAct and the rules and regulations of the Commission promulgated thereunder, as applicable. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be described in the SEC Reports or will be required to be described in the Super 8-K that were or are not described, in all material respects, therein or, in the case of Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, and none of the SEC Reports is Reports, except as disclosed therein, 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 subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally)statements therein, in each case regarding light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. Each of the Material Contracts to which the Company or any accounting practice Subsidiary is a party or to which the property or assets of the Company or any of its Subsidiaries or otherwise relating are subject has been filed as an exhibit to the Company or any of its SubsidiariesSEC Reports.

SEC Reports. The Company (a) Except as set forth on Schedule 5.06(a), Licensee has filed with or furnished to the SEC on a timely filed or furnishedbasis true and complete copies of all forms, as applicable, all reports, proxy statements, schedules, forms, statements, certifications statements and other documents (including exhibits and all other information incorporated by reference therein) required to be filed with or furnished to the SEC by Licensee (all such documents, together with all exhibits and schedules to the Company under the Securities Exchange Act of 1934foregoing materials and all information incorporated therein by reference, as amended, and the rules and regulations promulgated thereunder (the “Exchange ActLicensee SEC Documents”) ). As of their respective filing dates (or, if amended or superseded by a filing prior to the “SEC Reports”) since date of this Agreement, then on the Company was first required by Law or regulation to file date of such material. The Delivered Super 8-K compliesfiling), the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and the Licensee SEC Reports at the time they were filed complied, Documents complied in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as applicable. There are no Contracts (the case may be, including, in each case, the rules and regulations promulgated thereunder, and none of the Licensee SEC Documents contained any untrue statement of a material fact or any omitted to state a material change or amendment thereto, or any waiver of any material right thereunder) that are fact required to be described stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date hereof, Licensee does not have any material non-public information that it has not shared with Licensor. (b) The financial statements (including the related notes and schedules thereto) included (or incorporated by reference) in the Licensee SEC Reports or will be required Documents comply as to be described in the Super 8-K that were or are not described, form in all material respectsrespects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, therein orhave been prepared in accordance with GAAP (except, in the case of Contracts unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (or any except as may be indicated in the notes thereto) and fairly present in all material change or amendment theretorespects the consolidated financial position of Licensee and its subsidiaries as of the dates thereof and their respective 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 that were not, or are not expected to be, material in amount), all in accordance with GAAP and the applicable rules and regulations promulgated by the SEC. Since June 30, 2023, Licensee has not made any waiver change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP, SEC rule or policy or applicable Law. (c) Licensee is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE American. (d) Neither Licensee nor any of its subsidiaries has any liabilities or obligations of any material right thereunder) that will be nature, whether accrued, absolute, contingent or otherwise, known or unknown, whether due or to become due and whether or not required to be described recorded or reflected on a balance sheet under GAAP, except (a) to the extent disclosed in the Super 8-KLicensee SEC Documents and (b) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since December 31, 2022 that are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment theretoto Licensee and its subsidiaries, or any waiver of any material right thereunder) that are required to be filed taken as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice of the Company or any of its Subsidiaries or otherwise relating to the Company or any of its Subsidiariesa whole.

SEC Reports. The Company has (a) Parent and each of its Subsidiaries have timely filed or furnished, as applicable, all reports, proxy registrations and statements, schedulestogether with any amendments required to be made with respect thereto, formsthat they were required to file or furnish, statementsas applicable, certifications and other documents in the twelve (12) months period prior to the date hereof with any Governmental Entity, including exhibits and all other information incorporated by reference therein) any report, registration or statement required to be filed or furnished, as applicable, pursuant to the Laws of the United States, any state, any foreign entity, or any Governmental Entity, and have paid all fees and assessments due and payable in connection therewith, in each case, except where the failure to do so would not have a material adverse effect on Parent and its Significant Subsidiaries taken as a whole or have a material adverse effect on the ability of Parent to consummate the Transactions. (b) An accurate and complete copy of each final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC since October 1, 2015 by Parent or any of its Subsidiaries pursuant to the Company Securities Act or the Exchange Act (together with those forms, reports and other documents filed by Parent with the SEC subsequent to the date of this Agreement, if any, the “Parent Reports”) has been made publicly available. No such Parent Report (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively) contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading, except that information filed or furnished as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. As of their respective dates, all Parent Reports filed or furnished under the Securities Act and the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “SEC Reports”) since the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and the SEC Reports at the time they were filed complied, complied in all material respects with the Securities Act or the Exchange Act, as applicable. There are no Contracts (or any material change or amendment thereto, or any waiver published rules and regulations of any material right thereunder) that are required to be described in the SEC Reports with respect thereto. No executive officer of Parent has failed in any respect to make the certifications required of him or will be required to be described in her under Section 302 or 906 of the Super 8▇▇▇▇▇▇▇▇-K that were or are not described▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”). As of the date of this Agreement, in all material respects, therein or, in the case of Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There there are no outstanding comments from or unresolved comments in comment letters received from issues raised by the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none any of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice of the Company or any of its Subsidiaries or otherwise relating to the Company or any of its SubsidiariesParent Reports.

SEC Reports. The Except as set forth in the SEC Reports, the Company has timely filed or furnished, as applicable, all reports, proxy statements, schedules, forms, statements, certifications statements and other documents (including exhibits and all other information incorporated by reference therein) required to be filed or furnished by the Company under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the “Exchange Act”) (foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) since the Company was first required by Law on a timely basis or regulation to file has received a valid extension of such material. The Delivered Super 8-K complies, the Super 8-K when time of filing and has filed will be substantially identical any such SEC Reports prior to the Draft Super 8-K (as defined below) and will complyexpiration of any such extension. As of their respective dates, and the SEC Reports at the time they were filed complied, complied in all material respects with the Securities requirements of the Act or and the Exchange Act, as applicable, and none of the SEC Reports, 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 the light of the circumstances under which they were made, not misleading. There are no Contracts (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 Commission with respect thereto as in effect at the time of filing. No other financial statements or any material change or amendment thereto, or any waiver of any material right thereunder) that supporting schedules are required to be described included in the SEC Reports Registration Statement, the Base Prospectus, any Prospectus Supplement or will the Prospectus. 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 that unaudited financial statements may not contain all footnotes required to be described in the Super 8-K that were or are not describedby GAAP, and fairly present in all material respectsrespects 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, therein orsubject, in the case of Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (orunaudited statements, to the Company’s knowledgenormal, threatened orally)immaterial, in each case regarding any accounting practice of the Company or any of its Subsidiaries or otherwise relating to the Company or any of its Subsidiariesyear-end audit adjustments.

SEC Reports. 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, if not filed electronically with the SEC through ▇▇▇▇▇ (or furnishedany successor system), as applicablethe Company shall provide to the Trustee and the registered Holders of the Securities, within 15 days of the time periods specified in the relevant forms: (1) all reportsquarterly 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 were required to file such Forms, proxy statementsincluding a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, scheduleswith respect to the annual information only, forms, statements, certifications and other documents a report on the annual financial statements by the Company’s independent registered public accounting firm; and (including exhibits and 2) all other information incorporated by reference therein) current reports that would be required to be filed or furnished by with the SEC on Form 8-K if the Company under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “SEC Reports”) since the Company was first were required by Law or regulation to file such materialreports. The Delivered Super 8-K compliesrequirement for the Company to provide information may be satisfied by posting such reports, documents and information on its website within the Super 8-K when filed will be substantially identical time periods specified by this Section 3.2; provided, however, that the Company shall (upon request) provide one copy of the exhibits of the foregoing to the Draft Super 8-K Trustee and shall (as defined belowupon request) and will comply, and the SEC Reports at the time they were filed complied, in all material respects with the Securities Act or the Exchange Act, as applicable. There are no Contracts (or any material change or amendment thereto, or any waiver provide additional copies of any material right thereunder) that are required to be described in the SEC Reports or will be required to be described in the Super 8-K that were or are not described, in all material respects, therein or, in the case of Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as such exhibits to the SEC Reports any Holder or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reportsprospective Holder. To the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice of If the Company or has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually or collectively, would otherwise relating have been a Significant Subsidiary, then the quarterly and annual financial information required by the 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. In addition, the Company and the Subsidiary Guarantors shall 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 Securities are not freely transferable under the Securities Act. For purposes of this Section 3.2, the Company and the Subsidiary Guarantors shall be deemed to have furnished the reports to the Trustee and the Holders of Securities as required by this Section 3.2 if it has filed such reports with the SEC via the ▇▇▇▇▇ filing system (or any successor system) and such reports are publicly available. Delivery of such reports, 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 Subsidiariescovenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the SEC, regardless of whether such filings are periodic, supplemental or otherwise.

SEC Reports. The Company has timely filed or furnished, as applicable, all reports, proxy statements, schedules, forms, statements, certifications statements and other documents (including exhibits and all other information incorporated by reference therein) required to be filed or furnished by the Company under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder 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 “Exchange Act”) (foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) since the Company was first required by Law on a timely basis or regulation to file has received a valid extension of such material. The Delivered Super 8-K complies, the Super 8-K when time of filing and has filed will be substantially identical any such SEC Reports prior to the Draft Super 8-K (as defined below) and will complyexpiration of any such extension. As of their respective dates, and the SEC Reports at the time they were filed complied, complied in all material respects with the requirements of the Securities Act or and the Exchange Act, as applicable, and none of the SEC Reports, 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 the light of the circumstances under which they were made, not misleading. There are no Contracts (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 Commission with respect thereto as in effect at the time of filing. The interactive data in eXtensible Business Reporting Language included or any incorporated by reference in the Registration Statement fairly presents the information called for in all material change respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or amendment thereto, or any waiver of any material right thereunder) that supporting schedules are required to be described included in the SEC Reports Registration Statement, the Base Prospectus, any Prospectus Supplement or will the Prospectus. Such financial statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required to be described in the Super 8-K that were or are not describedby GAAP, and fairly present in all material respectsrespects 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, therein orsubject, in the case of Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (orunaudited statements, to the Company’s knowledgenormal, threatened orally)immaterial, in each case regarding any accounting practice of the Company or any of its Subsidiaries or otherwise relating to the Company or any of its Subsidiariesyear-end audit adjustments.

SEC Reports. The (a) Since September 28, 2015, the Company has timely filed or furnished, as applicable, all reports, proxy statements, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated by reference therein) required to be filed or furnished by the Company under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “SEC Reports”) since the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined belowapplicable) and will comply, and the SEC Reports at or prior to the time they were filed so required. (b) Each SEC Report complied, 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 or the Exchange Act, as applicable. There are no Contracts the case may be, and in all material respects with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such SEC Report was 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 SEC Report did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Since September 28, 2015, through the date hereof, neither the Company nor any of its Subsidiaries has received from the SEC or any material change or amendment thereto, or other Governmental Entity (i) any waiver written comments that have not been resolved with respect to any of any material right thereunder) that are required to be described in the SEC Reports (including the financial statements included therein) or will be required to be described in any registration statement filed by any of them with the Super 8-K that were SEC or are not described, in all material respects, therein or, (ii) other than in the case of Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required written comments with respect to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K registration statements that were not or will not have been filed resolved, any written notice that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the Knowledge of the Company, there is not, as required in of the date of this Agreement, any investigation or review being conducted by the SEC or any other Governmental Entity of any SEC Reports (including the financial statements included therein). (e) No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Super 8Exchange Act. (f) No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff ▇▇▇▇▇ Act with respect to any SEC Report, except as disclosed in certifications filed with the SEC Reports, and at the time of filing or submission of each such certification, such certification was true and accurate and complied with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. To the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice of Neither the Company or nor any of its Subsidiaries executive officers has received any written notice from any Governmental Entity challenging or otherwise relating to questioning the Company accuracy, completeness, form or any manner of its Subsidiariesfiling of such certifications.

SEC Reports. The Notwithstanding that the Company has timely filed may not be required to be or furnishedremain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, from and after the Issue Date, the Company shall file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as applicableNotes are outstanding, all the annual reports, proxy statements, schedules, forms, statements, certifications quarterly reports and other documents which the Company would have been required to file with the SEC pursuant to the reporting requirements of such Section 13(a) or 15(d) if the Company were so subject, such documents to be filed with the SEC on or prior to the respective dates by which the Company would have been required so to file such documents if the Company were so subject; provided that if the Company is a "foreign private issuer" (as such term is defined in Rule 3b-4 under the Exchange Act) the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC) the following reports by the dates indicated in satisfaction of the foregoing obligation to file reports and other documents: (i) within 120 days from the end of each fiscal year, an annual report on Form 20-F (or any successor form) containing the information required to be contained therein for such fiscal year, and (ii) within 60 days after the end of each of the first three quarters in each fiscal year, quarterly reports on Form 6-K containing unaudited financial statements (including exhibits a balance sheet and statement of income, changes in stockholders' equity and cash flows) and Management's Discussion and Analysis of Financial Condition and Results of Operations for and as of the end of such quarters (with comparable financial statements for such quarter of the immediately preceding fiscal year). The Company will also, within 15 days after the date on which the Company files such reports, transmit by mail to all other Holders, as their names and addresses appear in the Note Register, and to the Trustee copies of any such information, documents and reports (without exhibits) (or, in lieu of one or more of the quarterly reports for fiscal 2003, a registration statement filed with the SEC under the Securities Act or any amendment thereto, provided such registration statement or amendment contains the information incorporated by reference therein) that would have been included in each such report). The Company will be deemed to have satisfied such requirements if a Parent files and provides reports, documents and information of the types otherwise so required to be filed or furnished by the Company under Company, or of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “SEC Reports”) since the Company was first types required to be filed by Law or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and a U.S. issuer with the SEC Reports at the time they were filed complied, in all material respects with the Securities Act pursuant to Section 13(a) or 15(d) of the Exchange Act, as applicable. There are no Contracts (or any material change or amendment theretoin each case within the applicable time periods, or any waiver of any material right thereunder) that are and the Company is not required to be described in file such reports, documents and information separately under the SEC Reports or will be required to be described in the Super 8-K that were or are not described, in all material respects, therein or, in the case of Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none applicable rules and regulations of the SEC Reports is (after giving effect to any exemptive relief) because of the subject of an ongoing SEC reviewfilings by such Parent. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing The Company (orand, to the Company’s knowledgeextent required under the TIA, threatened orallyany other obligor upon the Notes) also shall comply with the other provisions of TIA Section 314(a), in each case regarding any accounting practice of the Company or any of its Subsidiaries or otherwise relating to the Company or any of its Subsidiaries.

SEC Reports. (a) The Company has timely filed or furnishedall required forms, as applicablereports and registration statements with the SEC since December 31, 2000 (collectively, the "Company SEC Reports"), all reportsof which were prepared in all material respects in accordance with the applicable requirements of the Exchange Act, proxy statements, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated by reference therein) required to be filed or furnished by the Company under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “SEC Reports”) since "Securities Laws"). As of their respective dates, the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and the SEC Reports at the time they were filed complied, (i) complied as to form in all material respects with the applicable requirements of the Securities Act Laws and (ii) did not contain any untrue statement of a material fact or the Exchange Act, as applicable. There are no Contracts (or any omit to state a material change or amendment thereto, or any waiver of any material right thereunder) that are fact required to be described stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets of the Company included in or incorporated by reference into the Company SEC Reports or will be required to be described in (including the Super 8-K that were or are not described, related notes and schedules) fairly presents in all material respectsrespects the consolidated financial position of the Company and the Company 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 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 orand except, in the case of Contracts (the unaudited statements, as permitted by Form 10-Q pursuant to Sections 13 or 15(d) of the Exchange Act and normal year-end audit adjustments which would not be material in amount or effect. No Company Subsidiary is required to file any form or report with the SEC or any material change state securities authority. The certificates of the Chief Executive Officer and Chief Financial Officer of the Company required by Rules 13a-14 and 15d-14 of the Exchange Act or amendment thereto18 U.S.C. ss.1350 (Section 906 of SOX) with respect to the Company SEC Reports, as applicable, are true and correct as of the date of this Agreement as they relate to a particular Company SEC Report, as though made as of the date of this Agreement. The Company has established and maintains disclosure controls and procedures, has conducted the procedures in accordance with their terms and has otherwise operated in compliance with the requirements under Rules 13a-15 and 15d-15 of the Exchange Act. (b) Except as and to the extent set forth on the consolidated balance sheet of the Company and the Company Subsidiaries as of December 31, 2003, including all notes thereto (the "Company Balance Sheet"), and except as set forth in Section 5.7(b) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent, or any waiver of any material right thereunderotherwise) that will would be required to be described reflected on a balance sheet, or in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment notes thereto, or prepared in accordance with GAAP, except (i) the obligation to pay any waiver of any material right thereunder) that are required transfer fee necessary to be filed as exhibits to transfer and assign the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none Company licenses listed on Section 7.3 of the SEC Reports is Company Disclosure Schedule, (ii) the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, obligations to pay fees and expenses to the Company’s knowledge's attorneys, threatened orally), in each case regarding any accounting practice of accountants and the Company or any of its Subsidiaries or otherwise Company's financial advisor relating to the transactions contemplated by this Agreement and other expenses incurred in connection with the Company's exploration of strategic alternatives, (iii) for liabilities or obligations incurred in the ordinary course of business since December 31, 2003, that, individually or in the aggregate, would not have a Company Material Adverse Effect, or any (iv) as otherwise reflected in the Company SEC Reports filed prior to the date of its Subsidiariesthis Agreement.

SEC Reports. (a) The Company has timely will file with the SEC all information, documents and reports to be filed with the SEC pursuant to Section 13 or furnished15(d) of the Exchange Act, whether or not the Company is subject to such filing requirements, so long as applicablethe SEC will accept such filings; provided, all reportshowever, proxy statementsthat the Company shall not be required to make any such filings prior to the date on which the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, schedules1997 would have been required to be filed if, formsat the time such filings would have been required to be made with the SEC, statements, certifications and other documents either (including exhibits and all other i) the Company shall have provided to each Holder of the Notes the information incorporated by reference therein) that would have been required to be filed or (ii) the Exchange Registration Statement (as such term is defined in the Registration Rights Agreement) has been filed with the SEC but has not yet been declared effective and copies of the Exchange Offer Registration Statement and any amendments thereto (to the extent such Registration Statement and/or amendments contain additional information not disclosed in the Offering Memorandum that would have been the subject of a filing required to be made under Section 13 or 15(d) of the Exchange Act) have been provided to each Holder of the Notes, provided that any exhibits to the Exchange Registration Statement (or any amendments thereto) need not be delivered to any Holder of the Notes, but sufficient copies thereof shall be furnished by to the Trustee as reasonably requested to permit the Trustee to deliver any such exhibits to any Holder of the Notes upon request. The Company under (at its own expense) shall file with the Securities Exchange Act Trustee within 100 days after the end of 1934each fiscal year of the Company, or within 50 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, as amendedthe case may be, copies of the annual reports or unaudited quarterly consolidated financial statements, as the case may be, and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may be rules and regulations promulgated thereunder (prescribe) which the “Company files with the SEC pursuant to Section 13 or 15(d) of the Exchange Act”) (. Upon qualification of this Indenture under the “SEC Reports”) since TIA, the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and the SEC Reports at the time they were filed complied, in all material respects shall also comply with the Securities Act or provisions of TIA Section 314(a). (b) At the Company's expense, regardless of whether the Company is required to furnish such reports and other information referred to in paragraph (a) above to its stockholders pursuant to the Exchange Act, the Company shall cause such reports and other information to be mailed to the Holders at their addresses appearing in the register of Notes maintained by the Registrar within 100 days after the end of each fiscal year of the Company, or within 50 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, as applicablethe case may be. There are no Contracts Such reports shall be delivered to the Registrar and the Registrar will mail them, at the Company's expense, to the Holders at their addresses appearing in the register of Notes maintained by the Registrar. (c) The Company shall, upon request, provide to any Holder of Notes or any prospective transferee of any such Holder any information concerning the Company (including financial statements) necessary in order to permit such Holder to sell or transfer Notes in compliance with Rule 144A under the Securities Act; provided, however, that the Company shall not be required to furnish such information in connection with any request made on or after the date which is three years (or such other date as the Notes shall be freely transferable pursuant to Rule 144) from the later of (i) the date such Note (or any material change predecessor Note) was acquired from the Company or amendment thereto, or any waiver of any material right thereunder(ii) that are required to be described in the SEC Reports or will be required to be described in the Super 8-K that were or are not described, in all material respects, therein or, in the case of Contracts date such Note (or any material change or amendment thereto, or any waiver of any material right thereunderpredecessor Note) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received was last acquired from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice "affiliate" of the Company or any within the meaning of its Subsidiaries or otherwise relating to Rule 144 under the Company or any of its SubsidiariesSecurities Act.

SEC Reports. The Company (a) Parent has timely filed or furnishedall documents, as applicableincluding all annual, all quarterly and other reports, Registration Statements, proxy statements and other statements, reports, schedules, forms, statements, certifications forms and other documents (including exhibits all exhibits, financial statements and the schedules thereto, and all other information incorporated by reference therein) reference), required to be filed or furnished by Parent with the Company under the U.S. Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder Commission (the “Exchange ActSEC”) since December 31, 2016 (collectively, the “SEC Reports”) since ). Since the Company was first required by Law or regulation to file such material. The Delivered Super 8-K compliesdate of the last SEC Report, there has not been the occurrence of any event, the Super 8-K when filed will occurrence of which resulted in, or would reasonably be substantially identical likely to the Draft Super 8-K result in, a material adverse effect with respect to Parent and its Subsidiaries, taken as a whole. (as defined belowb) and will comply, and the The SEC Reports (i) at the time they were filed complied(or furnished), complied (giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), and, in the case of Registration Statements, at the time of effectiveness, in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as applicable. There are no Contracts Act and (ii) at the time they were filed (or any material change if amended or superseded by a filing or amendment theretoprior to the date of this Agreement, then at the time of such filing or any waiver of any material right thereunder) that are required to be described in the SEC Reports or will be required to be described in the Super 8-K that were or are not describedamendment), in all material respects, therein orand, in the case of Contracts (Registration Statements, at the time of effectiveness, did not contain any untrue statement of a material fact or any omit to state a material change or amendment thereto, or any waiver of any material right thereunder) that will be fact required to be described stated in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the such SEC Reports or necessary in order to make the Super 8-K that statements made in such SEC Reports, in light of the circumstances under which they were made, not or will not have been filed misleading. (c) The financial statements (including any related notes) contained in SEC Reports (collectively, the “Parent Financial Statements”) (i) complied as required to form in all material respects with the published rules and regulations of the SEC applicable thereto and (ii) were prepared in accordance with GAAP, consistently applied, and present fairly in all material respects the consolidated financial position and results of operations of Parent and its Subsidiaries (taken as a whole) as of the times and for the periods referred to therein, subject in the SEC Reports or case of the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect unaudited financial statements to the SEC Reports. absence of footnote disclosures and other presentation items and changes resulting from normal year-end adjustments. (d) To the CompanyParent’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There review and there are no SEC inquiries or investigations, other governmental inquiries or investigations by the SEC or any internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally)threatened, in each case regarding any accounting practice practices of the Company or any of its Subsidiaries or otherwise relating to the Company Parent or any of its Subsidiaries.

SEC Reports. The Company Mosaic (and, to the extent applicable, M Holdings) has timely filed with or furnishedotherwise furnished to the SEC all forms, as applicable, all reports, proxy statements, schedules, forms, statements, certifications statements and other documents (including exhibits and all other information incorporated by reference therein) required to be filed or furnished by the Company it under the Securities Act or the Exchange Act since January 1, 2009, together with all certifications required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 19342002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) (these documents, as amendedsupplemented or amended since the time of filing, and together with all information incorporated by reference therein and the schedules and exhibits thereto, the “Mosaic Parties’ SEC Reports”). The Mosaic Parties’ SEC Reports filed or furnished with or to the SEC prior to the date of this Agreement, at the time filed or furnished (or, if amended or superseded by a filing prior to the date of this Agreement, then as of the date of such filing), (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations of the SEC promulgated thereunder applicable to the Mosaic Parties’ SEC Reports and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the “Exchange Act”) (statements therein, in light of the “SEC Reports”) since the Company was first required by Law or regulation to file such materialcircumstances under which they were made, not misleading. The Delivered Super 8-K complies, the Super 8-K when Mosaic Parties’ SEC Reports to be filed will be substantially identical or furnished with or to the Draft Super 8-K SEC from the date of this Agreement through the Closing Date (as defined belowother than the Mosaic Transaction Documents, which shall be subject to the provisions set forth in Sections 7.2(d) and will comply(e)), and the SEC Reports at the time they were filed compliedor furnished, (i) will comply in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as applicable. There are no Contracts and the rules and regulations of the SEC promulgated thereunder applicable to the Mosaic Parties’ SEC Reports and (ii) will not contain any untrue statement of a material fact or any omit to state a material change or amendment thereto, or any waiver of any material right thereunder) that are fact required to be described in stated therein or necessary to make the SEC Reports or will be required to be described in the Super 8-K that were or are not describedstatements therein, in all material respects, therein or, in the case of Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none light of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigationscircumstances under which they were made, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice of the Company or any of its Subsidiaries or otherwise relating to the Company or any of its Subsidiariesnot misleading.

SEC Reports. The Except as set forth in Schedule 3.1(k), the Company has timely filed or furnished, as applicable, all reports, proxy statements, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated by reference therein) reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the three years 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. 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 Company under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (, whether or not any such reports were required being collectively referred to herein as the “SEC Reports”) since ” and, together with this Agreement and the Company was first required by Law or regulation schedules to file such material. The Delivered Super 8-K compliesthis Agreement, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply“Disclosure Materials”. As of their respective dates, and the SEC Reports at filed by the time they were filed complied, Company complied in all material respects with the requirements of the Securities Act or and the Exchange ActAct and the rules and regulations of the SEC promulgated thereunder, as applicable. There are no Contracts (and none of the SEC Reports, when filed by the Company, contained any untrue statement of a material fact or any omitted to state a material change or amendment thereto, or any waiver of any material right thereunder) that are fact required to be described stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports or will be required to be described in the Super 8-K that were or are not described, comply in all material respectsrespects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved, therein orexcept 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 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 Contracts (unaudited statements, to normal, year-end audit adjustments. All material agreements to which the Company or any material change Subsidiary is a party or amendment thereto, to which the property or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice assets of the Company or any Subsidiary are subject are included as part of its Subsidiaries or otherwise relating identified in the SEC Reports, to the Company extent such agreements are required to be included or any identified pursuant to the rules and regulations of its Subsidiariesthe SEC.

SEC Reports. The Company Company’s Common Stock has timely filed or furnished, as applicable, all reports, proxy statements, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated by reference therein) required to be filed or furnished by the Company been registered under Section 12 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder amended (the “Exchange Act”) and the Company is subject to the periodic reporting requirements of Section 13 of the Exchange Act. (a) Since July 11, 2003, the Company has timely filed all forms, reports and documents required to be filed with the SEC by applicable law including, without limitation, the periodic reporting requirements of Section13 of the Exchange Act. All such required forms, reports and documents (including the financial statements, exhibits and schedules thereto and those documents that the Company may file subsequent to the date hereof) are collectively referred to herein as the “Company SEC Reports”) since Filings.” As of their respective dates, the Company was first required by Law SEC Filings (i) were prepared in accordance with the requirements of the Securities Act or regulation to file such material. The Delivered Super 8-K compliesExchange Act, as the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will complycase may be, and the rules and regulations of the SEC Reports thereunder applicable to such Company SEC Filings in all material respects, and (ii) did not at the time they were filed complied(or if amended or superseded by a filing prior to the Closing, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the financial statements (including, in each case, any related notes thereto) contained in the Company SEC Filings, as of their respective dates, (i) complied as to form in all material respects with the Securities Act or published rules and regulations of the Exchange Act, as applicable. There are no Contracts (or any material change or amendment SEC with respect thereto, or any waiver of any material right thereunder(ii) that are required to was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be described indicated in the SEC Reports or will be required to be described in the Super 8-K that were or are not described, in all material respects, therein notes thereto or, in the case of Contracts (or any material change or amendment theretounaudited interim financial statements, or any waiver of any material right thereunder) that will as may be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to permitted by the SEC Reports or on Form 10-Q under the Super 8-K that were not or will not have been filed as required in Exchange Act) and (iii) fairly presented the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice financial position of the Company or any at the respective dates thereof and the consolidated results of its Subsidiaries operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or otherwise relating are subject to the Company normal and recurring year-end adjustments which were not, or any of its Subsidiariesare not expected to be, material in amount.

SEC Reports. The (a) Semotus has delivered or made available to Flint each registration statement, report, proxy statement or information statement prepared by it since March 31, 2006, including (i) its Annual Reports on Form 10-K for the years ended March 31, 2006 and March 31, 2007, (ii) its Quarterly Reports on Form 10-Q for the ▇▇▇▇▇▇▇ ▇▇▇▇▇ June 30, 2006, September 30, 2006, December 31, 2006, June 30, 2007, September 30, 2007 and December 31, 2007 and (iii) each Current Report on Form 8-K filed since March 31, 2006, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date hereof and as amended, the "Company Reports"). Semotus has timely filed or furnished, as applicable, all reports, proxy statements, schedules, forms, statements, certifications forms and other documents (including exhibits and all other information incorporated by reference therein) statements required to be filed or furnished by Semotus with the SEC since March 31, 2006. As of their respective dates (or, if amended, as of the date of such amendment prior to the date hereof), the Company under Reports complied (and any Company Reports filed with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “SEC Reports”) since the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical subsequent to the Draft Super 8-K (as defined below) and date hereof will comply, and the SEC Reports at the time they were filed complied, ) in all material respects with the Securities requirements of the Exchange Act or the Exchange Securities Act, as applicable. There are no Contracts (the case may be, and did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or any omit to state a material change or amendment thereto, or any waiver of any material right thereunder) that are fact required to be described stated therein or necessary to make the statements made therein, in light of the SEC circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will be required to be described fairly present, the consolidated financial position of Semotus and its subsidiaries as of its date, and each of the consolidated statements of income, of cash flow and of changes in financial position included in or incorporated by reference into the Super 8-K that were Company Reports (including any related notes and schedules) fairly presents, or are not describedwill fairly present, the results of operations, cash flows, retained earnings and changes in all material respectsfinancial position, as the case may be, of Semotus and its subsidiaries for the periods set forth therein or(subject, in the case of Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (orunaudited statements, to the Company’s knowledge, threatened orallynotes and normal year-end audit adjustments), in each case regarding any in accordance with GAAP, except as may be noted therein, consistently applied during the periods involved and the applicable accounting practice requirements and the published rules and regulations of the SEC with respect thereto. (b) Each of the principal executive officer and the principal financial officer of Semotus has made all applicable certifications required as of the date hereof by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, as amended ("SOX") and the rules and ▇▇▇▇▇▇▇ions of the SEC promulgated thereunder with respect to the Company Reports, and, to the Knowledge of Semotus, the statements contained in such certifications are true and correct. For purposes of the preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in SOX. Neither Semotus nor any of its subsidiaries has outstanding, or has arranged any outstanding, "extensions of credit" to directors or executive officers within the meaning of Section 402 of SOX, except as may have been in existence prior to the application of Section 402 of SOX to Semotus. (c) Semotus has not received any written notification of a "material weakness" in Semotus's internal controls over financial reporting, and, to the Knowledge of Semotus, there is no set of circumstances that would reasonably be expected to result in a "material weakness" in the internal controls over financial reporting of Semotus. For purposes of this Agreement, the term "material weakness" shall have the meaning assigned to it in the Public Company Accounting Oversight Board's Auditing Standard 2, as in effect on the date hereof. (d) Neither Semotus nor any of its subsidiaries is a party to, or has any commitment to become a party to, any "off-balance sheet arrangements" (as defined in Item 303(a) of Regulation S-K promulgated by the SEC), where the purpose or effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Semotus or any of its Subsidiaries subsidiaries in Semotus's or otherwise relating to such subsidiary's published financial statements or other Company Reports. (e) To the Company or any Knowledge of its SubsidiariesSemotus, Semotus is in material compliance with the applicable provisions of SOX, the rules and regulations of the SEC adopted in connection therewith.

SEC Reports. The Company has timely filed or furnished, as applicable, all reports, proxy statements, schedules, forms, statements, certifications statements and other documents required to be filed by it under the Exchange Act, including without limitation pursuant to Section 13(a) or 15(d) thereof, since the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (including exhibits the “2021 Form 10-K”) through 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 (as defined below) prior to the expiration of any such extension. As of its respective filing date, (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), the 2021 Form 10-K, and all other information reports of the Company filed with the SEC pursuant to the Exchange Act from the filing date of the 2021 Form 10-K through the date of this Agreement (including the exhibits and schedules thereto and documents incorporated by reference therein) required , being collectively referred to be filed or furnished by the Company under the Securities Exchange Act of 1934, herein as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “SEC Reports”) since the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and the SEC Reports at the time they were filed complied, complied 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 of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each SEC Report filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Reports complied as applicableto form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, 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 unaudited interim statements, to the extent they may not include footnotes 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 the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). There are no Contracts financial statements (historical or any material change or amendment thereto, or any waiver of any material right thereunderpro forma) that are required to be described included in the SEC Reports or will be required to be described in the Super 8-K that were or are not described, in all material respects, therein or, in the case of Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed so included as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice of the Company or any of its Subsidiaries or otherwise relating to the Company or any of its Subsidiariesrequired.

SEC Reports. (a) The Company has timely filed or furnished, as applicablethe case may be, all reportsregistration statements, proxy statements, schedulesreports, forms, statements, certifications forms and other documents (including exhibits and all other information incorporated by reference therein) required to be filed or furnished by it with the Company under with the Securities Exchange Act SEC (all of 1934, the foregoing documents filed with or furnished to the SEC and all exhibits included therein are referred to as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “Company SEC Reports”) since January 1, 2014. As of their respective effective dates (in the case of the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when SEC Reports that are registration statements filed will be substantially identical pursuant to the Draft Super 8-K (as defined belowrequirements of the Securities Act) and will complyas of their respective filing dates (in the case of all other Company SEC Reports), and or in each case, if amended prior to the date hereof, as of the date of the last such amendment, (i) each Company SEC Reports at the time they were filed complied, Report complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as applicable. There are no Contracts and (ii) none of such Company SEC Reports contained any untrue statement of a material fact or any omitted to state a material change or amendment thereto, or any waiver of any material right thereunder) that are fact required to be described stated therein or necessary in order to make such statements made therein, in the SEC Reports or will be light of the circumstances under which they were made, not misleading. (b) The Company has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its Subsidiaries, is made known to Company’s principal executive officer and principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. Such disclosure controls and procedures are effective in timely alerting the Company principal executive officer and principal financial officer to material information required to be described included in the Super 8Company’s periodic and current reports required under the Exchange Act. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the S▇▇▇▇▇▇▇-K that were or are not described, ▇▇▇▇▇ Act of 2002. The Company is in compliance in all material respects, therein or, in respects with the case provisions of Contracts (or any material change or amendment thereto, or any waiver the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) 2002 that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, applicable to the Company’s knowledge. (c) Except as disclosed in the Company SEC Reports, threatened orally)since January 1, 2014, the Company has been and is in each case regarding any accounting practice compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Company or any of its Subsidiaries or otherwise relating to the Company or any of its SubsidiariesNYSE.

SEC Reports. The (a) Whether or not the Company has timely filed is subject to the reporting requirements of Section 13 or furnished15(d) of the Exchange Act, as applicablethe Company must provide the Trustee and, all upon request, to any Holder of the Notes within 15 days after filing the same with the SEC, or in the event no such filing is required, within 15 days after the end of the applicable time periods specified in the SEC’s rules and regulations (excluding any such information, documents or reports, proxy statementsor portions thereof, schedulessubject to confidential treatment and any correspondence with the SEC): (i) all financial statements that would be required to be contained in an annual report on Form 10-K, formsor any successor or comparable form, statementsfiled with the SEC, certifications including a “Management’s Discussion and other documents Analysis of Financial Condition and Results of Operations,” and a report on the annual financial statements by the Company’s independent registered public accounting firm; (ii) all financial statements that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC, EX 4.1 including exhibits a “Management’s Discussion and Analysis of Financial Condition and Results of Operations;” (iii) all other information incorporated by reference therein) current reports containing financial statements that would be required to be filed or furnished by the Company under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “SEC Reports”) since the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and with the SEC Reports at the time they were filed complied, in all material respects with the Securities Act or the Exchange Act, as applicable. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be described in the SEC Reports or will be required to be described in the Super 8-K that were or are not described, in all material respects, therein or, in the case of Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super on Form 8-K, or any successor or comparable form; provided that the foregoing shall not obligate the Company to make available any trade secrets, privileged or confidential information obtained from another Person and competitively sensitive information; and (iv) any other information, documents and other reports necessary to comprise “current public information” for purposes of Rule 144 under the Securities Act. In addition, to the extent not satisfied by the foregoing, the Company shall furnish to prospective investors, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not described in freely transferable under the Delivered Super 8-K. There Securities Act; provided that the foregoing delivery requirements shall be deemed satisfied if the foregoing materials are available on the SEC’s ▇▇▇▇▇ system or on the Company’s website within the applicable time period, it being agreed that the Trustee shall have no Contracts obligation to determine whether such reports have been made available. (b) To the extent such information is not available on the SEC’s ▇▇▇▇▇ system, the Company will make the above information and reports available to securities analysts and prospective investors upon request by posting it on the Company’s website. (c) The Trustee shall have no duty to review or analyze any reports furnished or made available to it and the Trustee’s receipt of such reports shall not constitute actual or constructive knowledge of the information contained therein or determinable therefrom, including the Company’s compliance with any of its covenants (as to which the Trustee is entitled to conclusively rely on an Officer’s Certificate). The Trustee shall have no liability whatsoever to determine whether any financial information has been filed or posted on the SEC’s ▇▇▇▇▇ system (or any material change successor electronic delivery procedure) or amendment thereto, have any duty to monitor or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice of determine whether the Company or any of its Subsidiaries has delivered the reports described under this Section 4.03 or otherwise relating to the Company or any of complied with its Subsidiariesobligation under this Section 4.03.

SEC Reports. The Company has timely filed or furnished, furnished (as applicable, ) all reports, proxy registration statements, schedules, forms, statementsreports, certifications and other documents (including exhibits and all other information incorporated by reference therein) required to be filed by the Company with the SEC since January 1, 2008. All such registration statements, forms, reports and other documents (including those filed or furnished by the Company under the Securities Exchange Act of 1934during such period, as amendedwhether or not required to be so filed or furnished, and that the rules and regulations promulgated thereunder (Company may file after the date hereof until the Closing) are referred to herein as the “Exchange Act”) (the “Company SEC Reports”) since ,” and the Company was first required by Law or regulation has made available to file such materialthe Parent copies of all Company SEC Reports to the extent not available on the SEC’s ▇▇▇▇▇ system. The Delivered Super 8-K compliesCompany SEC Reports, the Super 8-K when filed after giving effect to any amendments or supplements thereto, (i) were or will be substantially identical to the Draft Super 8-K filed on a timely basis, (as defined belowii) and will comply, and the SEC Reports at the time they were filed filed, complied, or will comply when filed, as of each respective filing date as to form in all material respects with the requirements of the Securities Act or and the Exchange Act, as applicable. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required Act applicable to be described in the such Company SEC Reports or will be required to be described in the Super 8-K that were or are not described, in all material respects, therein or, in the case of Contracts and (or any material change or amendment thereto, or any waiver of any material right thereunderiii) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were did not or will not have been at the time they were or are filed as contain any untrue statement of a material fact or omit to state a material fact required to be stated in the such Company SEC Reports or necessary in order to make the Super 8-K. statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. The Company has made available to Parent copies of all comment letters received from the SEC and relating to Company SEC Reports for the period from January 1, 2008 through the date of this Agreement and copies of all responses thereto to the extent not available on the SEC’s ▇▇▇▇▇ system. Prior to the Closing, the Company will make available to Parent copies of all comment letters received from the SEC and relating to Company SEC Reports for the period from the date of this Agreement through the Closing Date and copies of all responses thereto to the extent not available on the SEC’s ▇▇▇▇▇ system. There are (a) no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. To the Company’s knowledge, none of the SEC Reports is the subject of an Documents and (b) no ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to regarding accounting practices of the Company’s knowledge, threatened orally), in each case regarding any accounting practice . Section 3.5 of the Company Disclosure Schedule lists all effective registration statements filed by the Company on Form S-3 or any of its Subsidiaries Form S-8 or otherwise relating to relying on Rule 415 under the Company or any of its SubsidiariesSecurities Act.

SEC Reports. (a) The Company has timely filed or furnished, as applicable, with the U.S. Securities and Exchange Commission (the "SEC") under the Exchange Act all reports, proxy statements, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated by reference therein) required to be filed under Sections 13, 14 or furnished 15(d) of the Exchange Act since December 31, 1997. Prior to each Closing Date, the Company shall have previously delivered to the Purchaser (a) each Annual Report on Form 10-K of the Company filed with the SEC since December 31, 1998 (the Annual Report on Form 10-K most recently filed prior to a given Closing Date is referred to herein as the "COMPANY 10-K" relating to such Closing Date), (b) all proxy statements relating to the Company's meetings of stockholders held since December 31, 1998 and (c) all other documents filed by the Company under with the Securities Exchange Act of 1934SEC since December 31, 1998, in each case as amended, and filed with the rules and regulations promulgated thereunder SEC (the “Exchange Act”) (the “SEC Reports”) since the Company was first required by Law or regulation to file such material. The Delivered Super 8-K compliescollectively, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply"COMPANY SEC REPORTS"). As of their respective dates, and the SEC Reports at the time they were filed complied, such documents complied in all material respects with applicable SEC requirements and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the Securities Act statements therein, in light of the circumstances under which they were made, not misleading. (b) Neither the Company nor any Subsidiary of the Company, if any, is a party to or the Exchange Actbound by, as applicable. There and neither they nor their properties are no Contracts (subject to, any contract or other agreement, or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be described disclosed in a Form 10-K, Form 10-Q or Form 8-K of the Company which is not disclosed in the Company SEC Reports. Except as disclosed in the Company SEC Reports or will be required to be described in the Super 8-K that were or as disclosed on Schedule 3.5(b) attached hereto, all of such contracts and other agreements are not describedvalid, subsisting, in all material respectsfull force and effect, therein or, in binding upon the case of Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports Company or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To applicable subsidiary of the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigationsif any, other governmental inquiries or investigations or internal investigations pending or threatened in writing (orand, to the best knowledge of the Company’s knowledge, threatened orally)binding upon the other parties thereto in accordance with their terms, in each case regarding any accounting practice of and the Company or any the applicable subsidiary of its Subsidiaries the Company, if any, have paid in full or otherwise relating to the Company or any of its Subsidiaries.accrued all

SEC Reports. The Except as set forth on Schedule 6.13, the Acquiror Company has timely filed or furnished, as applicable, furnished all reports, proxy statements, schedulesprospectuses, registration statements, forms, statements, certifications reports and other documents (including exhibits and all other information incorporated by reference therein) required to be filed or furnished by it prior to the Company under date of this Agreement with the SEC pursuant to the applicable requirements of the Exchange Act, the Securities Exchange Act of 1934, as amended, and the other U.S. federal securities laws and the rules and regulations of the SEC promulgated thereunder or otherwise (collectively, the “Exchange ActFederal Securities Laws”) since its incorporation (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “SEC Reports”) ), and, as of the Closing, will have filed or furnished all other statements, prospectuses, registration statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the Company was first required by Law or regulation to file such material. The Delivered Super 8-K compliestime of filing, the Super 8-K when filed will be substantially identical to “Additional SEC Reports”). Each of the Draft Super 8-K (SEC Reports, as defined below) of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied, and each of the Additional SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, and the SEC Reports at the time they were filed complied, in all material respects with the applicable requirements of the Federal Securities Laws (including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or the Exchange Act, as applicable. There are no Contracts (or and any material change or amendment thereto, or any waiver of any material right rules and regulations promulgated thereunder) that are required to be described in the SEC Reports or will be required to be described in the Super 8-K that were or are not described, in all material respects, therein or, in the case of Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits applicable to the SEC Reports or the Super 8-K that were not or will not have been filed as required in Additional SEC Reports. As of the SEC Reports or the Super 8-K. There date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none None of the SEC Reports filed on or prior to the date of this Agreement is the subject of an to any ongoing SEC investigation or review. There are no The SEC inquiries Reports did not at the time they were filed with the SEC, or investigationsif amended, other governmental inquiries or investigations or internal investigations pending or threatened in writing as of the date of such amendment with respect to those disclosures that were amended (or, except to the Company’s knowledgeextent that information contained in any SEC Report has been superseded by a subsequently filed SEC Report) 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, threatened orally)in the light of the circumstances under which they were made, not misleading. Each director and executive officer of the Acquiror Company has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. As of the date hereof, the Acquiror Company is not an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of a Person subject to registration or regulation as an “investment company”, in each case regarding any accounting practice case, within the meaning of the Investment Company or any of its Subsidiaries or otherwise relating to the Company or any of its SubsidiariesAct.

SEC Reports. The Except for the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, Quarterly Reports on Form 10-Q for the periods ending March 31, 2020 and June 30, 2020, and Current Report on Form 8-K in connection with the default of the Senior Notes, the Company has timely filed or furnished, as applicable, all reports, proxy statements, schedules, forms, statements, certifications statements and other documents (including exhibits and all other information incorporated by reference therein) required to be filed by it under the Securities Act and Section 13(a) or furnished by the Company under 15(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder amended (the “Exchange Act”) ), for the two years preceding the date hereof (the foregoing materials and including, in each case, the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) since the Company was first required by Law or regulation to file such material). The Delivered Super 8-K compliesAs of their respective dates, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and the SEC Reports at the time they were filed complied, complied in all material respects with the requirements of the Securities Act or and the Exchange Act, as applicable. There are no Contracts (, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or any omitted to state a material change or amendment thereto, or any waiver of any material right thereunder) that are fact required to be described stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company and its subsidiaries included in the SEC Reports or will be required comply as to be described in the Super 8-K that were or are not described, form in all material respectsrespects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with GAAP, therein orconsistently applied (except as may be otherwise specified in such financial statements and subject, in the case of Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (orunaudited quarterly financial statements, to the Company’s knowledge, threatened orallynormal year-end adjustments and lack of footnote disclosures), and fairly present in each case regarding any accounting practice all material respects the consolidated financial position of the Company or any and its subsidiaries as of its Subsidiaries or otherwise relating the dates thereof and the consolidated results of their operations, cash flows and changes in stockholders equity for the periods then ended (subject, in the case of unaudited quarterly financial statements, to the Company or any normal year-end audit adjustments and lack of its Subsidiariesfootnote disclosures).

SEC Reports. 2.5.1 The Company has timely filed or furnished, as applicable, all reports, proxy statements, schedules, required forms, statementsreports and documents with the SEC since December 31, certifications and other documents 1993 (including exhibits and all other information incorporated by reference therein) required to be filed or furnished by collectively, the Company under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “"SEC Reports”) since the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies"), the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and the SEC Reports at the time they were filed complied, in all material respects each of which has complied with applicable requirements of the Securities Act or and the Exchange Act, as applicable. There are no Contracts (or any material change or amendment thereto, or any waiver As of any material right thereunder) that are required to be described in the SEC Reports or will be required to be described in the Super 8-K that were or are not described, in all material respects, therein or, in the case of Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledgetheir respective dates, none of the SEC Reports is Reports, including, without limitation, any financial statements or schedules included therein, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally)statements therein, in each case regarding any accounting practice light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the SEC Reports fairly present, in conformity with generally accepted accounting principles 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 previously provided complete and correct copies of each of the SEC Reports filed on or prior to the date of this Agreement to Purchaser. 2.5.2 Except as reflected or reserved against in the consolidated balance sheet of the Company and its subsidiaries as of December 30, 1996 previously provided to Purchaser by the Company (the "December 30 Financials"), the Company and its subsidiaries have no liabilities of any nature (whether arising out of its Subsidiaries contract, tort, statute or otherwise relating and whether direct or indirect, accrued, matured or unmatured, asserted or unassorted, absolute, contingent or otherwise) which would be required to be reflected on a balance sheet prepared in accordance with generally accepted accounting principles (all of such liabilities being collectively referred to as "Liabilities"), except for Liabilities incurred in the Company ordinary course of business since December 30, 1996 which would not, individually or any of its Subsidiariesin the aggregate, have a Material Adverse Effect on the Company.

SEC Reports. The Company has timely heretofore filed or furnished, as applicable, all reports, proxy statements, schedules, forms, statements, certifications with the Securities and other documents Exchange Commission (including exhibits and all other information incorporated by reference thereinthe "SEC") required pursuant to be filed or furnished by the Company under the Securities Exchange Act of 1934, as amendedamended (the "Exchange Act"), all reports and other documents required to be filed, including an Annual Report on Form 10-K for the year ended December 31, [fiscal year prior to issuance of Shares] (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 with the SEC under the rules and regulations promulgated thereunder of the SEC (the “Exchange Act”"SEC Filings") (contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the “SEC Reports”) since the Company was first required by Law or regulation to file such material. The Delivered Super 8-K compliesstatements made, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and the SEC Reports at the time and in light of the circumstances under which they were made, not misleading. Since December 31, [fiscal year prior to issuance of Shares], the Company has timely filed complied, with the SEC all SEC Filings and all such SEC Filings complied in all material respects with all applicable requirements of the Securities Act or of 1933, as amended (the "Securities Act"), the Exchange Act, as applicableand the nobl▇▇ ▇▇▇reunder. There are no Contracts (The audited financial statements of the Company included or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be described incorporated by reference in the SEC Reports or will be required [fiscal year prior to be described issuance of Shares] Annual Report to the Stockholders (the "Annual Report") and the unaudited financial statements contained in the Super 8Quarterly Reports on Form 10-K Q 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 were or are the unaudited interim financial statements may not describedcontain all footnotes and adjustments required by United States generally accepted accounting principles) and fairly present the financial condition of the Company as at the dates thereof and the results of its operations and statements of cash flows for the periods then ended, in all material respects, therein orsubject, in the case of Contracts unaudited interim financial statements, to normal year-end adjustments. Except as reflected in such financial statements, the Company has no material liabilities, absolute or contingent, other than ordinary course liabilities incurred since the date of the last such financial statements in connection with the conduct of the business of the Company Since December 31, [fiscal year prior to issuance of Shares], except as set forth in the Company's SEC Filings, there has been no: (a) change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Annual Report, except changes in the ordinary course of business that have not, individually or 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 business, properties or financial condition of the Company (as such business is presently conducted); (e) material change to a material contract or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice of arrangement by which the Company or any of its Subsidiaries assets is bound or otherwise relating subject; (f) sale, assignment or transfer to a third party that is not an affiliate of the Company (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 Company, with respect to any of its Subsidiariesmaterial properties or assets, 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, except any direct or indirect redemption, purchase or other acquisition of any such stock by the Company; or (i) event or condition of any type that has had or is reasonably expected to have a Material Adverse Effect. For purposes of this Section 2.4 of this Agreement, the term "affiliate of the Company" means any individual or entity directly or indirectly controlling, controlled by or under common control with, the Company. Without limiting the foregoing, the direct or indirect ownership of 50% or more of the outstanding voting securities of any entity, or the right to receive 50% or more of the profits or earnings of an entity, shall be deemed to constitute control.

SEC Reports. The (a) Since March 1, 2015 (the “Reference Date”), the Company has timely filed or furnished (as applicable) all forms, reports, schedules, statements and 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, 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 (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 at or prior to the Effective Time that are not required to be so filed or furnished, as applicable, all reports, proxy statements, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated by reference therein) required to be filed or furnished by the Company under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “SEC Reports”). (b) since the Company was first required by Law Each SEC Report complied, or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and as the SEC Reports at the time they were filed compliedcase may be, 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 applicable. There are no Contracts the case may be, and with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such SEC Report was, or will be, filed. (c) Since the Reference Date, neither the Company nor any of its Subsidiaries has received from the SEC or any material change other Governmental Authority any written comments or amendment thereto, or questions with respect to any waiver of any material right thereunder) that are required to be described in the SEC Reports or will be required to be described in (including the Super 8-K that were or are not described, in all material respects, therein or, in the case of Contracts (financial statements included therein) or any material change or amendment thereto, registration statement filed by any of them with the SEC or any waiver 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 knowledge of the Company, there is not, any investigation or review being conducted by the SEC or any other Governmental Authority of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or (including the Super 8-K that were not or will not have been filed as required in financial statements included therein). As of the SEC Reports or the Super 8-K. There date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To . (d) None of the Company’s knowledgeSubsidiaries is required to file any forms, none of reports, schedules, statements or other documents with the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing SEC. (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice e) No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any SEC Report, except as disclosed in certifications filed with the SEC Reports, and at the time of filing or submission of each such certification, such certification was true and accurate and complied with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries executive officers has received notice from any Governmental Authority challenging or otherwise relating to questioning the Company accuracy, completeness, form or any manner of its Subsidiariesfiling of such certifications.

SEC Reports. The Company has timely filed or furnished, as applicable, all reports, proxy statements, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated by reference therein) required to be filed or furnished by the Company under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “SEC Reports”) since the Company was first required by Law or regulation to file such material. The Delivered Draft Super 8-K complies, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and the SEC Reports at the time they were filed complied, in all material respects with the Securities Act or the Exchange Act, as applicable. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be described in the SEC Reports or will be required to be described in the Super 8-K that were or are not described, in all material respects, therein or, in the case of Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Draft Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K and, in the case of no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be filed as exhibits to the Super 8-K, are not included as exhibits to the Draft Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice of the Company or any of its Subsidiaries or otherwise relating to the Company or any of its Subsidiaries.

SEC Reports. The Company has timely filed or furnished, as applicable, all reports, proxy statements, schedules, forms, statements, certifications statements and other documents (including exhibits and all other information incorporated by reference therein) required to be filed or furnished by the Company under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, since January 1, 2012 (the “Exchange Act”) (foregoing materials, including the “exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the "SEC Reports”") since the Company was first required by Law on a timely basis or regulation to file has received a valid extension of such material. The Delivered Super 8-K complies, the Super 8-K when time of filing and has filed will be substantially identical any such SEC Reports prior to the Draft Super 8-K (as defined below) and will complyexpiration of any such extension. As of their respective dates, and the SEC Reports at (i) were complete and accurate in all material respects and none of the time SEC Reports, 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 the light of the circumstances under which they were filed compliedmade, not misleading and (ii) complied in all material respects with the requirements of the Securities Act or and the Exchange Act, as applicable. There are Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there has been no Contracts event, occurrence or development that has had or that would reasonably be expected to result in a Material Adverse Effect, (or ii) the Company has not incurred any material change liabilities (contingent or amendment thereto, or any waiver otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of any material right thereunderbusiness consistent with past practice and (B) that are liabilities not required to be described reflected in the SEC Reports or will be required to be described in the Super 8-K that were or are not described, in all material respects, therein or, in the case of Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledgefinancial statements pursuant to GAAP or disclosed in filings made with the SEC, none (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and except for this Agreement and for dividends made in respect of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigationsCompany's Series A Convertible Preferred Stock, other governmental inquiries or investigations or internal investigations pending or threatened in writing and (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice of v) the Company has not issued any equity securities to any officer, director or any of its Subsidiaries or otherwise relating Affiliate, except pursuant to the existing Company or any of its Subsidiariesstock option plans.

SEC Reports. (a) The Company has timely filed or furnished, furnished (as applicable, ) all reports, proxy statements, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated by reference therein) SEC Reports that have been required to be so filed or furnished by the Company under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “SEC Reports”) since the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined belowapplicable) and will comply, and the SEC Reports at the time they were filed complied, in all material respects with by it under the Securities Act or the Exchange Act, as applicable. There are no Contracts the case may be. (b) Each SEC Report filed prior to the date hereof complied, and each SEC Report filed with the SEC after the date hereof, will comply, as the case may be, as of its filing date (or, if amended, as of the amendment date) as to form in all material respects with the applicable requirements of the Securities Act or any material change or amendment theretothe Exchange Act, as the case may be, each as in effect on the date such SEC Report was, or any waiver of any material right thereunderwill be, filed. (c) that are required to be described Except as disclosed in the SEC Reports or will be required to be described in Reports, since the Super 8-K that were or are Reference Date, the Company has not described, in all material respects, therein or, in received from the case of Contracts (SEC or any material change other Governmental Authority any written comments or amendment thereto, or questions with respect to any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports (including the financial statements included therein) or the Super 8-K that were not or will not have been filed as required in any written notice from the SEC or other Governmental Authority that such SEC Reports (including the financial statements included therein) are being reviewed or investigated, and, to the Super 8-K. There knowledge of the Company, 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). As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge. (d) No Subsidiary is required to file any periodic reports, none or other documents under Section 13 or Section 15(d) of the SEC Reports is Exchange Act. (e) Each of the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to principal executive officer and the Company’s knowledge, threatened orally), in each case regarding any accounting practice principal financial officer of the Company (or any each former principal executive officer and each former principal financial officer of its Subsidiaries the Company, as applicable) has made all certifications required by Rule 13a-14 or otherwise relating 15d-14 under the Exchange Act and Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the Company or any SEC Reports, and the statements contained in such certifications are true and accurate and were true and accurate when made. For purposes of its Subsidiariesthis Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

SEC Reports. The (a) Company previously has timely filed or furnishedmade available to Parent (i) its Annual Report on Form 10-K for the year ended December 31, 2004 (the "Company 10-K"), as applicablefiled with the SEC, (ii) all reportsproxy statements relating to Company's meetings of stockholders held or to be held after December 31, proxy statements, schedules, forms, statements, certifications 2004 and (iii) all other documents (including exhibits and all other information incorporated filed by reference therein) required to be filed Company with, or furnished by Company to, the Company SEC under the Securities Exchange Act of 1934, as amendedamended (the "Exchange Act"), since January 1, 2002 and prior to the date of this Agreement (the "Company SEC Reports"). As of their respective dates, such documents complied, and all documents filed by Company with the rules and regulations promulgated thereunder (SEC between the “Exchange Act”) (the “SEC Reports”) since the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, date of this Agreement and the SEC Reports at the time they were filed complied, in all material respects with the Securities Act or the Exchange Act, as applicable. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be described in the SEC Reports or will be required to be described in the Super 8-K that were or are not describedClosing Date shall comply, in all material respects, therein orwith applicable SEC requirements (including the Sarbanes-Oxley Act of 2002 and the related rules and regulations promu▇▇▇▇▇▇ ▇▇▇▇▇▇▇der) and did not, or in the case of Contracts (documents filed on or after the date hereof will not, contain any untrue statement of a material change fact or amendment thereto, or any waiver of any omit to state a material right thereunder) that will be fact required to be described stated therein or necessary to make the statements therein, in light of the Super 8-Kcircumstances under which they were made, are not described in misleading. On and since January 1, 2002, Company has timely filed, and between the Delivered Super 8-K. There are no Contracts date of this Agreement and the Closing Date shall timely file, with the SEC all documents required to be filed by it under the Exchange Act. No Company Subsidiary is required to file any form, report or other document with the SEC. (or any material change or amendment thereto, or any waiver b) Company has made available to Parent a complete and correct copy of any material right thereunder) that amendments or modifications which are required to be filed as exhibits with the SEC, but have not yet been filed with the SEC, if any, to the SEC Reports or the Super 8-K that were not or will not (i) Company Agreements which previously have been filed as required in 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 or filed prior to the Super 8-K. There are no outstanding or unresolved comments in date hereof. Company has timely responded to all comment letters received from and other correspondence of the staff of the SEC staff with respect relating to the Company SEC Reports, and the SEC has not notified Company that any final responses are inadequate, insufficient or otherwise non-responsive. Company has made available to Parent true and complete copies of all correspondence between the SEC, on the one hand, and Company and any of the Company Subsidiaries, on the other, occurring since January 1, 2002 and prior to the date hereof and will, reasonably promptly following the receipt thereof, make available to Parent any such correspondence sent or received after the date hereof. To the knowledge of Company’s knowledge, none of the Company SEC Reports is the subject of an ongoing SEC review. There are no review or outstanding SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice of the Company or any of its Subsidiaries or otherwise relating to the Company or any of its Subsidiariescomment.

SEC Reports. The Since June 30, 2005, the Company has timely filed or furnished (as applicable) all forms, reports and documents with the SEC that were required to be so filed or furnished (as applicable) by it under the Exchange Act or the Securities Act and, after the date of this Agreement and until the expiration date of the Offer, the Company will file all forms, reports and documents with the SEC that are required to be filed by it under the Exchange Act or the Securities Act (all such forms, reports and documents (as have been amended since the time of their filing), as well as any other forms, reports or other documents, filed or furnished (as applicable) by the Company with the SEC on or prior to the expiration date of the Offer that are not required to be so filed or furnished, being collectively referred to herein as applicable, all reports, proxy statements, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated by reference therein) required to be filed or furnished by the Company under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “SEC Reports”) since the Company was first required by Law ). Each SEC Report complied or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and as the case may be, as of its filing date as of its respective effective date (in the case of the SEC Reports at that are registration statements filed pursuant to the time they were filed compliedrequirements of the Securities Act), as of its respective filing date (in the case of all other SEC Reports), or, in each case, if amended prior to the date hereof, as of the date of the last amendment, as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as applicablethe case may be, and with all applicable rules and regulations of the Securities Act, the Exchange Act or as otherwise promulgated by the SEC, each as in effect on the date such SEC Report was filed. There True and correct copies of all Company SEC Reports filed since June 30, 2005 until prior to the date hereof, whether or not required under the Securities Act or the Exchange Act have been furnished to Parent or are no Contracts publicly available in the Electronic Data Gathering, Analysis and Retrieval (E▇▇▇▇) database of the SEC. 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 SEC Report did not and will not contain any untrue statement of a material fact or omit to state any material change or amendment thereto, or any waiver of any material right thereunder) that are required fact necessary in order to be described in make the SEC Reports or will be required to be described in the Super 8-K that were or are not described, in all material respects, therein orstatements made therein, in the case light of Contracts (or any material change or amendment theretothe circumstances under which they were made, or any waiver of any material right thereunder) that will be required to be described in not misleading. Except as publicly available from the Super 8-KSEC, are since June 30, 2005 the Company has not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff any written comments or questions with respect to the SEC Reports. To the Company’s knowledge, none any of the SEC Reports is (including the subject of an ongoing financial statements included therein) or any registration statement filed by it with the SEC review. There or any notice from the SEC that such SEC Reports (including the financial statements included therein) or registration statements are no SEC inquiries being reviewed or investigationsinvestigated, other governmental inquiries or investigations or internal investigations pending or threatened in writing (orand, to the Company’s knowledge, threatened orallythere is not, as of the date of this Agreement, any investigation or review being conducted by the SEC of any SEC Reports (including the financial statements included therein). None of the Company’s Subsidiaries is required to file any forms, in each case regarding any accounting practice reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any SEC Report, except as disclosed in certifications filed with the SEC Reports. Neither the Company nor any of its Subsidiaries executive officers has received written notice from any Governmental Authority challenging or otherwise relating to questioning the Company accuracy, completeness, form or any manner of its Subsidiariesfiling of such certifications.

SEC Reports. The (a) Since the Reference Date, the Company has timely filed or furnished, furnished (as applicable) all forms, all reports, proxy statements, schedules, statements and 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, and, after the date of this Agreement and until the Effective Time, the Company will file all forms, statementsreports, certifications schedules, statements and other documents (including exhibits and all other information incorporated by reference therein) with the SEC that are required to be filed by it under Applicable Law at or furnished by prior to the Company under the Securities Exchange Act of 1934time so required (all such forms, reports, schedules, statements and documents, as amendedthe same may have been amended since the date of their filing, and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “SEC Reports”). (b) since the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical Except to the Draft Super 8-K (as defined below) and extent updated, amended, restated or corrected by a subsequent SEC Report prior to the date hereof, each SEC Report complied, or will comply, and as the SEC Reports at the time they were filed compliedcase may be, 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 applicable. There are no Contracts the case may be, and with all applicable provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such SEC Report was, or will be, filed. (c) Neither the Company nor any of its Subsidiaries has received from the SEC or any material change other Governmental Authority any written comments or amendment thereto, or questions with respect to any waiver of any material right thereunder) that are required to be described in the SEC Reports or will be required to be described in (including the Super 8-K that were or are not described, in all material respects, therein or, in the case of Contracts (financial statements included therein) or any material change or amendment thereto, registration statement filed by any of them with the SEC since the Reference Date or any waiver 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 knowledge of the Company, there is not, any investigation or review being conducted by the SEC or any other Governmental Authority of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or (including the Super 8-K that were not or will not have been filed as required in financial statements included therein). As of the SEC Reports or the Super 8-K. There date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To . (d) None of the Company’s knowledgeSubsidiaries is required to file any forms, none of reports, schedules, statements or other documents with the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing SEC. (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice e) No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any SEC Report, except as disclosed in certifications filed with the SEC Reports, and at the time of filing or submission of each such certification, such certification was true and accurate and complied with the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries executive officers has received written notice from any Governmental Authority challenging or otherwise relating to questioning the Company accuracy, completeness, form or any manner of its Subsidiariesfiling of such certifications.

SEC Reports. (a) The Company has timely filed or furnishedon December 30, as applicable, all reports, proxy statements, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated by reference therein2003 with the Commission a Prospectus pursuant to Rule 424(b)(3) required to be filed or furnished by the Company under the Securities Exchange Act relating to Registration Statement No. 333-107178 (the "Prospectus") and files reports and other information (together with the Prospectus, "SEC Reports") with the Commission pursuant to Section 13 and 15(d) of the Securities Act of 1934, as amended, and the rules and regulations promulgated thereunder amended (the “"Exchange Act”) (the “SEC Reports”) since the Company was first required by Law or regulation to file such material"). The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and All of the SEC Reports at filed by the time they were filed complied, Company comply in all material respects with the Securities requirements of the Exchange Act or the Exchange ActSecurities, as applicablethe case may be. There are no Contracts (None of the SEC Reports contains, or will contain, as of the respective dates thereof, any untrue statement of a material fact or omit to state any material change or amendment thereto, or any waiver of any material right thereunder) that are fact required to be described stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made. All financial statements contained in the SEC Reports have been prepared in accordance with generally accepted accounting principles consistently applied throughout the period indicated ("GAAP"). Each balance sheet presents fairly in accordance with GAAP the financial position of the Company as of the date of such balance sheet, and each statement of operations, of stockholders' equity and of cash flows presents fairly in accordance with GAAP the results of operations, the stockholders' equity and the cash flows of the Company for the periods then ended. (b) No event has occurred since December 31, 2002 requiring the filing of an SEC Report that has not heretofore been filed. (c) The SEC Reports and this Agreement taken together as a whole will not, as of each Closing Date, contain any untrue statement of a material fact or will be omit to state any material fact required to be described in stated therein, or necessary to make the Super 8-K that were or are not describedstatements contained therein, in all material respects, therein or, in the case of Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none light of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigationscircumstances under which they were made, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice of the Company or any of its Subsidiaries or otherwise relating to the Company or any of its Subsidiariesnot misleading.

SEC Reports. The Company has timely filed or furnished, as applicable, all reports, proxy statements, schedules, forms, statements, certifications statements and other documents required to be filed by it under the Exchange Act, including pursuant to Section l3(a) or 15(d) thereof, since January 1, 2010 (the foregoing materials, including the exhibits thereto and all other information documents incorporated by reference therein) required , being collectively referred to be filed or furnished by the Company under the Securities Exchange Act of 1934, herein as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “SEC Reports”) since the Company was first required by Law ), on a timely basis or regulation to file has received a valid extension of such material. The Delivered Super 8-K complies, the Super 8-K when time of filing and has filed will be substantially identical any such SEC Reports prior to the Draft Super 8-K (as defined below) and will complyexpiration of any such extension. As of their respective filing dates, and the SEC Reports at the time they were filed complied, complied in all material respects with the requirements of the Securities Act or and the Exchange ActAct and the rules and regulations of the Commission promulgated thereunder, as applicable. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be described in the SEC Reports or will be required to be described in the Super 8-K that were or are not described, in all material respects, therein or, in the case of Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, and none of the SEC Reports is Reports, 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 subject statements therein, in light of the circumstances under which 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 ongoing SEC reviewAgreement 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. There are no SEC inquiries or investigationsThe Company advises any Purchaser to read such registration statement, other governmental inquiries or investigations or internal investigations pending or threatened in writing 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 (or, i) amendment to the Company’s knowledgeArticles 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, threatened orally)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 case regarding any accounting practice of them, each contained substantially all of the information required to be included in it. No executive officer of the Company has failed in any respect to make the certifications required of him or any her under Section 302 or 906 of its Subsidiaries or otherwise relating to the Company or any ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of its Subsidiaries2002.

SEC Reports. 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 or furnished, as applicable, all reports, proxy statements, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated by reference therein) SEC Reports required to be filed or furnished by the Company it under the Securities Exchange Act and any other reports or documents required to be filed with the Commission. At the time of 1934filing, as amendedmailing, or delivery thereof, the SEC Reports were prepared in accordance with the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder (and complied with the “Exchange Act”) (then applicable accounting requirements, and none of such documents or information 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 “SEC Reports”) since statements made therein, in light of the Company was first required circumstances under which they were made, not misleading except for such statements, if any, as have been modified by Law or regulation to file such material. The Delivered Super 8-K complies, subsequent filings with the Super 8-K when filed will be substantially identical Commission prior to the Draft Super 8-K (as defined below) and will comply, and date hereof. Each of the consolidated balance sheets included in or incorporated by reference into the SEC Reports at (including the time they were filed complied, related notes and schedules) fairly presents in all material respects with the Securities Act consolidated financial position of TACT and its Subsidiaries as of its date and each of the consolidated statements of income, cash flows and stockholders' equity included in or the Exchange Act, as applicable. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be described in incorporated by reference into the SEC Reports or will be required to be described in the Super 8-K that were or are not described, (including any related notes and schedules) fairly presents in all material respectsrespects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of TACT and its Subsidiaries for the periods set forth therein or(subject, in the case of Contracts unaudited statements, to such exceptions 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 Vanguard Stockholders, TACT will furnish to Vanguard and the Vanguard Stockholders copies of (or i) all correspondence received from the Commission, and (ii) any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be agreements and instruments filed as exhibits to the SEC Reports Reports. TACT has furnished to Vanguard and the Vanguard Stockholders a complete and accurate copy of any amendments or the Super 8-K that were modifications, which have not or will not have yet been filed as with the Commission but which are required in to be filed, to agreements, documents or other instruments which previously had been filed by TACT with the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect Commission pursuant to the SEC Reports. To the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries Securities Act or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice of the Company or any of its Subsidiaries or otherwise relating to the Company or any of its SubsidiariesExchange Act.

SEC Reports. The (a) Since the Reference Date, the Company has timely filed or furnished, furnished (as applicable) all forms, all reports, proxy statements, schedules, statements and 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, and, after the date of this Agreement and until the Effective Time, the Company will file all forms, statementsreports, certifications schedules, statements and other documents (including exhibits and all other information incorporated by reference therein) with the SEC that are required to be filed by it under Applicable Law at or furnished by prior to the Company under the Securities Exchange Act of 1934time so required (all such forms, reports, schedules, statements and documents, as amendedthe same may have been amended since the date of their filing, and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “SEC Reports”). (b) since the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical Except to the Draft Super 8-K (as defined below) and extent updated, amended, restated or corrected by a subsequent SEC Report prior to the date hereof, each SEC Report complied, or will comply, and as the SEC Reports at the time they were filed compliedcase may be, 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 applicable. There are no Contracts the case may be, and with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such SEC Report was, or will be, filed. (c) Neither the Company nor any of its Subsidiaries has received from the SEC or any material change other Governmental Authority any written comments or amendment thereto, or questions with respect to any waiver of any material right thereunder) that are required to be described in the SEC Reports or will be required to be described in (including the Super 8-K that were or are not described, in all material respects, therein or, in the case of Contracts (financial statements included therein) or any material change or amendment thereto, registration statement filed by any of them with the SEC since the Reference Date or any waiver 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 knowledge of the Company, there is not, any investigation or review being conducted by the SEC or any other Governmental Authority of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or (including the Super 8-K that were not or will not have been filed as required in financial statements included therein). As of the SEC Reports or the Super 8-K. There date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To . (d) None of the Company’s knowledgeSubsidiaries is required to file any forms, none of reports, schedules, statements or other documents with the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing SEC. (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice e) No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any SEC Report, except as disclosed in certifications filed with the SEC Reports, and at the time of filing or submission of each such certification, such certification was true and accurate and complied with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries executive officers has received written notice from any Governmental Authority challenging or otherwise relating to questioning the Company accuracy, completeness, form or any manner of its Subsidiariesfiling of such certifications.

SEC Reports. The Company Buyer is registered under the provisions of Section 12(g) or 15(d) of the Exchange Act, has timely filed or furnishedall forms, as applicable, all reports, proxy statements, schedules, forms, registration statements, certifications proxy statements and other documents (including exhibits any document required to be filed as an exhibit thereto) required to be filed by Buyer with the Securities and Exchange Commission (“ SEC”) since December 31, 2003 and to the Company’s actual knowledge has filed all forms, reports, schedules, registration statements, proxy statements and other information documents (including any document required to be filed as an exhibit thereto) required to be filed by Buyer with the SEC prior to December 31, 2003. All such required forms, reports, schedules, registration statements, proxy statements and other documents (including those that Buyer may file subsequent to the date hereof) are referred to herein as the “SEC Reports.” As of their respective dates the SEC Reports (including any financial statements or schedules included or incorporated by reference therein), and to the Company’s actual knowledge with respect to SEC Reports (including any financial statements or schedules included or incorporated by reference therein) required filed prior to be filed or furnished by the Company under the Securities Exchange Act of 1934December 31, as amended2003, and the rules and regulations promulgated thereunder (the “Exchange Act”i) (the “SEC Reports”) since the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and the SEC Reports at the time they were filed complied, prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as applicable. There are no Contracts the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material change fact or amendment thereto, or any waiver of any omit to state a material right thereunder) that are fact required to be described stated therein or necessary in order to make the SEC Reports statements therein, in light of the circumstances under which they were made, not misleading. Buyer’s Common Stock is listed on the OTC Bulletin Board, and Buyer is not aware of any facts which would make Buyer’s Common Stock ineligible for quotation on the OTC Bulletin Board, nor has Buyer received any notice that Buyer Common Stock will be, or will be required is reasonably likely to be, delisted from the OTC Bulletin Board. Buyer has taken no action, and has not failed to take any action, and has no present intention to take or fail to take any action, which would cause Buyer Common Stock to be described in delisted for trading on the Super 8-K that were or are not described, in all material respects, therein or, in the case of Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orally), in each case regarding any accounting practice of the Company or any of its Subsidiaries or otherwise relating to the Company or any of its SubsidiariesOTC Bulletin Board.

SEC Reports. The Company (i) Buyer has timely filed or furnished, as applicable, with the SEC all reports, proxy statements, schedules, forms, statements, certifications reports and other documents (including exhibits and all other information incorporated by reference therein) required to be filed by Buyer since January 1, 2013 (collectively, the “Buyer SEC Reports”). As of their respective dates, the Buyer SEC Reports (i) were prepared in all material respects in accordance with the requirements of the Securities Act or furnished by the Company under the Securities Exchange Act of 1934Act, as amendedthe case may be, and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “SEC Reports”) since the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and of the SEC thereunder applicable to such Buyer SEC Reports and (ii) did not at the time they were filed complied(or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or 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 they were made, not misleading. Except to the extent set forth in the preceding sentence, Buyer makes no representation or warranty whatsoever concerning any Buyer SEC Report as of any time other than the date or period with respect to which it was filed. None of Buyer’s subsidiaries is required to file any forms, reports or other documents with the SEC. The chief executive officer and the chief financial officer of Buyer have signed, and Buyer has filed with the SEC, all certifications required by Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn, and neither Buyer nor any of its officers has received notice from any Governmental Body questioning or challenging the accuracy, completeness, form or manner of filing of such certifications. As used in this Section 2.2(g), the term “file” shall be broadly construed to include any manner in which a document or information is filed with the SEC. (ii) At the time they were filed with the SEC, the consolidated financial statements of Buyer included in most recent quarterly report on Form 10-Q under the Securities Exchange Act complied as to form in all material respects with applicable accounting requirements and the Securities Act or published rules and regulations of the Exchange ActSEC with respect thereto as then in effect, had been prepared in accordance with GAAP, applied on a consistent basis during the periods involved (except as applicable. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to may be described indicated in the SEC Reports or will be required to be described in the Super 8-K that were or are not described, in all material respects, therein notes thereto or, in the case of Contracts interim financial statements, as permitted by Form 10-Q of the SEC) and fairly presented in all material respects the consolidated financial position of Buyer and its subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (or any material change or amendment theretosubject, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none case of the SEC Reports is interim financial statements to normal year-end adjustments and the subject absence of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened orallynotes), in each case regarding any accounting practice of the Company or any of its Subsidiaries or otherwise relating to the Company or any of its Subsidiaries.

SEC Reports. The Except as set forth in Section 3.8 of the Company Disclosure Schedule, the Company has timely filed or furnished(and, as applicablefrom 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 since January 1, 2003 (collectively, the “Company SEC Reports”), all reportsof which were (and will be) prepared in all material respects in accordance with the applicable requirements of the Exchange Act, proxy statements, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated by reference therein) required to be filed or furnished by the Company under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange ActSecurities Laws”) (the “SEC Reports”) since ). As of their respective dates, the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply, and the SEC Reports at (a) complied as to form in all material respects with the time applicable requirements of the Securities Laws and (b) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were filed compliedmade, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company SEC Reports (including the related notes and schedules) complied as to form, as of their report filing dates, in all material respects with the Securities Act or the Exchange Act, as applicable. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be described in the SEC Reports or will be required to be described in the Super 8-K that were or are not described, Laws and fairly presents in all material respectsrespects the consolidated financial position of the Company and the Company 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 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 orand except, in the case of Contracts (the unaudited statements, as permitted by Form 10-Q pursuant to Sections 13 or any 15(d) of the Exchange Act and for normal year-end audit adjustments which would not be material change in amount or amendment theretoeffect. To the knowledge of the Company, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There there are no outstanding or and unresolved comments in comment letters received from the SEC staff with respect to any of the Company SEC Reportsreports. To 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’s knowledge, none of the SEC Reports including its consolidated subsidiaries, is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, made known to the Company’s knowledge, threatened orally), in each case regarding any accounting practice 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 Company 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 of its Subsidiaries the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or otherwise relating in other factors that could significantly affect internal controls, including any corrective actions with regard to the Company or any of its Subsidiariessignificant deficiencies and material weaknesses.

SEC Reports. The Company has timely filed or furnished, as applicable, all reports, proxy statements, schedules, forms, statements, certifications and other documents (including exhibits registration statements and all other information incorporated by reference therein) reports required to be filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the twelve (12) months preceding the date hereof, or such shorter period of time that the Company was subject to such filing requirements, 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 required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the twelve (12) months preceding the date hereof or such shorter period of time that the Company was subject to such filing requirements. The Company’s registration statement on Form S-1 (file no.: 333-188209), as declared effective by the SEC on August 21, 2013, as supplemented by the final prospectus filed with the SEC on August 22, 2013, and 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 Company under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (, whether or not any such reports were required being collectively referred to herein as the “SEC Reports”) since ” and, together with this Agreement and the Company was first required by Law or regulation Schedules to file such material. The Delivered Super 8-K compliesthis Agreement, the Super 8-K when filed will be substantially identical to the Draft Super 8-K (as defined below) and will comply“Disclosure Materials”. As of their respective dates, and the SEC Reports at filed by the time they were filed complied, Company complied in all material respects with the requirements of the Securities Act or and the Exchange Act, as applicable. There are no Contracts (or any material change or amendment thereto, or any waiver Act and the rules and regulations of any material right thereunder) that are required to be described in the SEC Reports promulgated thereunder, and none of the SEC Reports, when filed by the Company or will be required to be described in declared effective by the Super 8-K that were or are not described, in all material respects, therein orSEC, in the case of Contracts (any registration statement filed pursuant to the Securities Act, contained any untrue statement of a material fact or any omitted to state a material change or amendment thereto, or any waiver of any material right thereunder) that will be fact required to be described stated therein or necessary in order to make the statements therein, in the Super 8-Klight of the circumstances under which they were made, are not described in misleading. The financial statements of the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required Company included in the SEC Reports or comply in all material respects with applicable accounting requirements and the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none rules and regulations of the SEC Reports is with respect thereto as in effect at the subject time of an ongoing SEC reviewfiling. There are no SEC inquiries 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 investigationsmay be condensed or summary statements, other governmental inquiries or investigations or internal investigations pending or threatened and fairly present in writing (orall 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’s knowledge, threatened orally), in each case regarding Company or any accounting practice Subsidiary is a party or to which the property or assets of the Company or any Subsidiary are subject are included as part of its Subsidiaries or otherwise relating identified in the SEC Reports, to the Company extent such agreements are required to be included or any identified pursuant to the rules and regulations of its Subsidiariesthe SEC.

SEC Reports. The Company has timely filed or furnished, furnished (as applicable) on the SEC ▇▇▇▇▇ System or made available to Parent all forms, all reports, proxy statements, schedules, forms, statements, certifications statements and other documents (documents, including any exhibits and all other information incorporated by reference therein) thereto, required to be filed or furnished (as applicable) by the Company under with the SEC since the Reference Date (collectively, the “Company SEC Reports”), and true and correct copies of all such Company SEC Reports are available on the SEC ▇▇▇▇▇ System or have been made available to Parent. The Company SEC Reports, including all forms, reports and documents filed or furnished (as applicable) by the Company with the SEC after the date hereof and prior to the Effective Time, (i) were and, in the case of the Company SEC Reports filed or furnished (as applicable) after the date hereof, will be, prepared in accordance with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 1934and the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (the “▇▇▇▇- ▇▇▇▇▇ Act”), as amendedthe case may be, and the rules and regulations promulgated thereunder thereunder, and (the “Exchange Act”ii) (the “SEC Reports”) since the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies, the Super 8-K when filed will be substantially identical except to the Draft Super 8-K (as defined below) and will complyextent that information contained in any Company SEC Report has been revised, and amended, modified or superseded prior to the date of this Agreement by a later filed Company SEC Reports Report, did not at the time they were filed complied, in all material respects with the Securities Act or the Exchange Act, furnished (as applicable. There are no Contracts ) (or any material change if amended or amendment theretosuperseded by a filing prior to the date of this Agreement, or any waiver then on the date of any material right thereunder) that are required to be described in the SEC Reports or will be required to be described in the Super 8-K that were or are not describedsuch filing), in all material respects, therein or, and in the case of Contracts 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 they are filed or furnished (as applicable), contain any untrue statement of a material change fact or amendment thereto, or any waiver of any omit to state a material right thereunder) that will be fact required to be described stated in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the such Company SEC Reports or necessary in order to make the Super 8-K that statements in such Company SEC Reports, in light of the circumstances under which they were and will be made, not misleading. None of the Subsidiaries of the Company is required to file or will not have been filed furnish (as required in applicable) any forms, reports, schedules, statements or other documents with the SEC Reports SEC. Since the Reference Date, other than arising after the date hereof from or relating to the Super 8-K. There are no outstanding Merger or unresolved comments in comment letters any of the other transactions contemplated by this Agreement, neither the Company nor any Subsidiary of the Company has received from the SEC staff or any other Governmental Authority, any written comments or questions with respect to the SEC Reports. To the Company’s knowledge, none any of the SEC Reports is (including the subject financial statements included therein) or any registration statement filed by any of an ongoing them with the SEC review. There that (A) remain unresolved or (B) have been resolved but not publicly disclosed, or any notice from the SEC or other Governmental Authority that such SEC Reports (including the financial statements included therein) or registration statements are no SEC inquiries being reviewed or investigationsinvestigated, other governmental inquiries or investigations or internal investigations pending or threatened in writing (orand, to the Company’s knowledgeKnowledge, threatened orallythere 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 case regarding any accounting practice of the principal executive officer of the Company or any and the principal financial officer of its Subsidiaries or otherwise relating to the Company or any of its Subsidiariesto make the certifications required under the Exchange Act with respect to such reports.