Common use of SEC Documents Clause in Contracts

SEC Documents. Since January 1, 2012, the Company has filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that the Company was required to file under Section 13, 14(a), and 15(d) of the Exchange Act (the “SEC Documents”). As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none of the SEC Documents contains, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012.

SEC Documents. Since January 13.7.1. CSI has furnished RP with each registration statement, 2012Quarterly Report on Form 10-QSB, Report on Form 8-KSB, report, proxy statement or information statement, including all exhibits thereto, prepared by CSI since September 18, 1997, including, without limitation, (a) its Annual Report on Form 10-KSB for its fiscal year ended December 31, 1997 (the "CSI Balance Sheet Date") which includes the consolidated balance sheets of CSI and its Subsidiaries (the "CSI Balance Sheet") as of such date (the "CSI Balance Sheet Date") and CSI's Quarterly Reports on Form 10- QSB, and Reports on Form 8-K filed since the filing of such Annual Report and (b) its proxy statement for its annual meeting of Stockholders held on May 9, 1998, each of (a) and (b) in the form (including exhibits and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") and the items in (a) and (b), the Company has filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that the Company was required to file under Section 13, 14(a), and 15(d) of the Exchange Act (the “SEC Documents”). "CSI Reports." As of their respective filing dates, the SEC Documents complied CSI Reports (including, without limitation, any financial statement or schedules included or incorporated by reference therein) (i) were prepared in all material respects in accordance with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the respective rules and regulations of the SEC promulgated thereunder applicable to such SEC Documentsthereunder, and none of the SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The 1996 and 1997 consolidated financial statements of CSI included in or incorporated by reference into the CSI Reports (including the related notes and schedules) present fairly, in all material respects the consolidated financial position of CSI and its Subsidiaries as of December 31, 1997 and 1996 and the consolidated results of their operations and their cash flows for such fiscal periods, in conformity with generally accepted accounting principles ("GAAP"), consistently applied during the periods involved. Except as and to the extent that information contained in any SEC Document has been revised set forth on the CSI Balance Sheet, including all notes thereto, or superseded by a later filed SEC Document none of the SEC Documents contains, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed set forth in the SEC DocumentsCSI Reports or the CSI Disclosure Schedule, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company neither CSI nor any of its subsidiaries Subsidiaries has any material liabilities or obligations or liabilities of any nature (whether known or unknownaccrued, and whether absolute, accrued, contingent or otherwise)) whether or not required to be reflected on, except (i) as disclosed or reserved against in, a consolidated balance sheet of CSI, prepared in the SEC Documents (including in the financial statements included therein)accordance with GAAP, (ii) as disclosed in Schedule 2.6consistently applied, and (iii) for current except liabilities incurred arising in the ordinary course of business since December 31such date which would not reasonably be expected to have, 2012individually or in the aggregate, a CSI Material Adverse Effect.

SEC Documents. Since January 1The Seller is obligated under the Securities Exchange Act of 1934, 2012as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller, the Company has filed in a timely manner including all required reports, schedules, forms, statementsexhibits thereto or incorporated therein by reference, and other all documents with filed by the SEC that Seller under the Company was required to file under Section 13, 14(a), and 15(d) of the Exchange Securities Act (hereinafter called the “SEC Documents”). As of their respective filing dates, The Seller has filed all reports or other documents required to be filed under the Exchange Act. All SEC Documents complied filed by the Seller as of or for any period beginning on or after July 1, 2003, (i) were prepared in all material respects in accordance with the requirements of the Exchange Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the Securities Actdate hereof, as then on the case may be, and the rules and regulations date of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except The Seller has previously delivered to the Purchaser a correct and complete copy of each report (including, without limitation, the most recent Proxy Statement) which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after June 30, 2006 (the “Recent Reports”) to the extent that not available via XXXXX. None of the information contained in about the Seller or any SEC Document of its Subsidiaries which has been revised disclosed to the Purchasers herein or superseded by a later filed SEC Document none in the course of discussions and negotiations with respect hereto which is not disclosed in the SEC Documents contains, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact Recent Reports is or omits to state any material fact was required to be stated therein or necessary in order to make the statements thereinso disclosed, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that material non-public information has or could reasonably be expected been disclosed to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012Purchasers.

SEC Documents. Since January 1, 2012, the The Company has filed in a timely manner all required reports, schedules, forms, statements, statements and other documents with the SEC that the Company was required to file under Section 13since October 27, 14(a), and 15(d) of the Exchange Act 1996 (the “"Company SEC Documents”"). As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the Exchange Securities Act of 1933 (the "Securities Act"), or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and at the time they were filed, none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later later-filed Company SEC Document Document, none of the Company SEC Documents contains, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed The financial statements of the Company included in the Company SEC DocumentsDocuments as of their respective dates comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, no event has occurred have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited financial statements, as permitted by the SEC on Form 10-Q) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither fairly present the consolidated financial position of the Company nor any as of the dates thereof and the results of its subsidiaries has any obligations or liabilities of any nature operations and cash flows for the periods then ended (whether known or unknownsubject, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in the SEC Documents (including in the case of unaudited financial statements included therein)statements, (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012.to normal year-end

SEC Documents. Since The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since January 1, 20121995 and prior to the date of this Agreement (the "Company SEC Documents"), which are all the Company has filed in a timely manner all required reports, schedules, forms, statements, and documents (other documents with the SEC than preliminary material) that the Company was required to file under Section 13, 14(a), and 15(d) of with the Exchange Act (the “SEC Documents”)since such date. As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the Exchange Securities Act of 1933 (the "Securities Act"), or the Securities Exchange Act of 1934 (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except The financial statements of the Company included in the Company SEC Documents complied as to form in all material respects with the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none published rules and regulations of the SEC Documents containswith respect thereto, were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and after giving effect to any such later filed SEC Documents none other adjustments described therein) the consolidated financial position of the SEC Documents contains, any untrue statement Company and its consolidated Subsidiaries as of a material fact or omits to state any material fact required to be stated therein or necessary in order to make their respective dates and the statements therein, in light consolidated results of operations and the consolidated cash flows of the circumstances under which they were made, not misleading. Except as disclosed in Company and its consolidated Subsidiaries for the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included periods presented therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012.

SEC Documents. Since The Company has made available to Parent each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by the Company with the Securities and Exchange Commission ("SEC") since January 1, 20122001, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "Company Reports"), and the Company has filed in a timely manner all required reports, schedules, forms, statements, reports and other documents required to be filed by it with the SEC that the Company was required pursuant to file under Section 13relevant securities statutes, 14(a)regulations, policies and 15(d) of the Exchange Act (the “SEC Documents”)rules since such time. As of their respective filing dates, the SEC Documents complied Company Reports (i) were prepared in all material respects accordance with the applicable requirements of the Exchange Act or the Securities Act, as the case may beExchange Act, and the rules and regulations of thereunder and complied with the SEC promulgated thereunder then applicable to such SEC Documents, accounting requirements and none of the SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except misleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none date hereof. Each of the SEC Documents contains, consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and after giving effect to any such later filed SEC Documents none schedules) fairly presents in all material respects the consolidated financial position of the SEC Documents containsCompany and its Subsidiaries as of its date and each of the consolidated statements of operations, cash flows and stockholders' equity included in or incorporated by reference into the Company Reports (including any untrue statement related notes and schedules) fairly presents in all material respects the results of a material fact operations, cash flows or omits to state any material fact required to be stated changes in stockholders' equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein or necessary in order to make the statements therein(subject, in light the case of unaudited statements, to such exceptions as may be permitted by Form 10-Q of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwiseSEC), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included may be noted therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012.

SEC Documents. Since January 1Kranzco has timely filed all required forms, 2012reports and documents with the SEC since November 19, 1992 (the Company has "Kranzco Reports"). The Kranzco Reports were filed with the SEC in a timely manner and constitute all required reports, schedules, forms, statements, reports and other documents with the SEC that the Company was required to file be filed by Kranzco under Section 13the Securities Act, 14(a), and 15(d) of the Exchange Act and the rules and regulations promulgated thereunder (the “SEC Documents”"Securities Laws"). As of their respective filing dates, the SEC Documents Kranzco Reports (i) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, Laws and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none Each of the SEC Documents containsconsolidated balance sheets of Kranzco included in or incorporated by reference into the Kranzco Reports (including the related notes and schedules) fairly presents, in all material respects the consolidated financial position of Kranzco and after giving effect to any such later filed SEC Documents none the Kranzco Subsidiaries as of its date and each of the SEC Documents containsconsolidated statements of income, retained earnings and cash flows of Kranzco included in or incorporated by reference into the Kranzco Reports (including any untrue statement related notes and schedules) fairly presents in all material respects the results of a material fact operations, retained earnings or omits to state any material fact required to be stated cash flows, as the case may be, of Kranzco and the Kranzco Subsidiaries for the periods set forth therein or necessary in order to make the statements therein(subject, in light the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the circumstances under which they were madeunaudited statements, not misleadingas permitted by Form 10-Q or Form 8-K of the SEC. Except as disclosed Funds from Operations for Kranzco set forth in the SEC DocumentsKranzco Reports, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included therein), in or incorporated by reference in the Kranzco Reports (ii) as disclosed in Schedule 2.6, including any related notes and (iiischedules) for current liabilities incurred the periods set forth therein, was calculated in accordance with applicable NAREIT guidelines then in effect consistently applied during the ordinary course periods involved. All offerings of business since December 31, 2012securities by Kranzco or any Kranzco Subsidiary were effected in compliance with applicable law and no party participating in such offerings has any rescission rights resulting therefrom.

SEC Documents. Since (a) Basic has filed with the SEC all documents required to be so filed by it since January 1, 2012, the Company has filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that the Company was required 2007 pursuant to file under Section 13Sections 13(a), 14(a), ) and 15(d) of the Exchange Act Act, and has made available to Grey Wolf each registration statement, periodic or other report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “SEC DocumentsBasic Reports”). As of their respective filing datesused in this Section 4.7, the SEC Documents term “file” shall include any reports on Form 8-K 49 furnished to the SEC. As of its respective date or, if amended by a subsequent filing prior to the date hereof, on the date of such filing, each Basic Report complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, SOX and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except Each of the consolidated balance sheets included in or incorporated by reference into the Basic Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Basic and the Basic Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in stockholders’ equity included in or incorporated by reference into the Basic Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of Basic and the Basic Subsidiaries for the periods set forth therein (such consolidated balance sheets and consolidated statements of operations, cash flows and changes in stockholders’ equity, each including the notes and schedules thereto, the “Basic Financial Statements”). The Basic Financial Statements (i) complied as to form in all material respects with the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none published rules and regulations of the SEC Documents contains, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included therein), (ii) were prepared in accordance with GAAP consistently applied during the periods involved, except as disclosed in Schedule 2.6, and (iii) for current liabilities incurred may be noted in the ordinary course of business since December 31, 2012.Basic Financial Statements or as permitted by Form 10-Q or Form 8-K.

SEC Documents. Since January 1Except as set forth on Schedule 7.01(w), 2012, ------------- ---------------- the Company has filed in a timely manner filed, and as of the Closing Date the Company will have filed, all required reports, schedules, forms, statements, statements and other documents with the SEC that Commission since June 3, 1994 (collectively, the Company was required to file under Section 13, 14(a), and 15(d) of the Exchange Act (the “"SEC Documents”"). As of their respective filing dates, (i) the SEC ------------- Documents complied or will comply in all material respects with the all applicable requirements of the Exchange Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder applicable to such SEC Documentsthereunder, and (ii) none of the SEC Documents contained any untrue statement of a material fact or omitted failed to state a material fact required to be stated therein or otherwise necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later subsequently filed SEC Document Document, none of the SEC Documents contains, and after giving effect no SEC Document filed by the Company prior to any such later filed SEC Documents none of the SEC Documents containsClosing Date will contain, any untrue statement of a material fact or omits failed to state any a material fact required to be stated therein or otherwise necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither The financial statements of the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in included within the SEC Documents (including including, in each case, any notes thereto) (i) comply or will comply as to form in all material respects with the financial statements included therein)accounting requirements of the Commission applicable thereto, (ii) have been prepared or will be prepared in accordance with GAAP (as disclosed in Schedule 2.6effect as of the date thereof) applied on a consistent basis during the periods involved, except in the case of unaudited statements as permitted by Form 10-Q of the Commission and other rules and regulations of the Commission, and (iii) fairly present in all material respects, or will fairly present in all material respects, the consolidated financial position of the Company and its Subsidiaries (if any) as of the date thereof and the consolidated results of their operations and cash flows for current liabilities incurred the periods then ended, subject, in the ordinary course case of business since December 31any unaudited statements, 2012to normal year-end audit adjustments.

SEC Documents. Since January 1, 2012, the The Company has timely filed in a timely manner all required reports, schedules, forms, statements, reports and other documents with the Commission since May 31, 1995 (collectively, the "COMPANY SEC that the Company was required to file under Section 13, 14(aREPORTS"), and 15(d) all of which were prepared in accordance with the applicable requirements of the Exchange Act, the Securities Act and the rules and regulations promulgated thereunder (the “"SECURITIES LAWS"). All required Company SEC Documents”)Reports have been timely filed with the Commission and constitute all forms, reports and documents required to be filed by the Company under the Securities Laws since May 31, 1995. As of their respective filing dates, the Company SEC Documents Reports (i) complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, Laws and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none Each of the SEC Documents contains, and after giving effect to any such later filed SEC Documents none consolidated balance sheets of the Company included in or incorporated by reference into the Company SEC Documents containsReports (including the related notes and schedules) fairly presents 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 untrue statement related notes and schedules) fairly presents the results of a material fact operations, retained earnings or omits to state any material fact required to be stated cash flows, as the case may be, of the Company and the Company Subsidiaries for the periods set forth therein or necessary in order to make the statements therein(subject, in light the case of unaudited statements, to normal year-end audit adjustments which were or will not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the circumstances under which they were madeunaudited statements, not misleading. Except as disclosed in permitted by Form 10-Q pursuant to Section 13 or 15(d) of the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012Exchange Act.

SEC Documents. Since Dynegy has filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2012, the Company has filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that the Company was required 1999 pursuant to file under Section 13Sections 13(a), 14(a), ) and 15(d) of the Exchange Act Act, and has made available (in paper form or via the “internet) to Enron each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC Documents”(collectively, the "Dynegy Reports"). As of their its respective filing datesdate, the SEC Documents each Dynegy Report (i) complied in all material respects in accordance with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. Each of the consolidated balance sheets included in or incorporated by reference into the Dynegy Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Dynegy and its consolidated Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in shareholders' equity included in or incorporated by reference into the Dynegy Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in shareholders' equity, as the case may be, of Dynegy and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments which will not be material), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none set forth on the consolidated balance sheet of the SEC Documents contains, Dynegy and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed its consolidated Subsidiaries included in the SEC Documentsmost recent Dynegy Report filed prior to the date of this Agreement that includes such a balance sheet, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company including all notes thereto, neither Dynegy nor any of its subsidiaries Subsidiaries has any liabilities or obligations or liabilities of any nature (whether known or unknownaccrued, and whether absolute, accrued, contingent or otherwise)) that would be required to be reflected on, except (i) as disclosed or reserved against in, a consolidated balance sheet of Dynegy or in the SEC Documents (including notes thereto prepared in the financial statements included therein)accordance with generally accepted accounting principles consistently applied, (ii) as disclosed in Schedule 2.6, and (iii) for current other than liabilities or obligations which are incurred in the ordinary course of business since December 31the date of the balance sheet included in the most recent Dynegy Report filed prior to the date of this Agreement and liabilities or obligations which do not and are not reasonably likely to have, 2012individually or in the aggregate, a Dynegy Material Adverse Effect. All reserves or adjustments required by generally accepted accounting principles to be reflected in the carrying value of the assets included in such balance sheet have been taken other than reserves or adjustments which do not and are not reasonably likely to have, individually or in the aggregate, a Dynegy Material Adverse Effect.

SEC Documents. Since January 1The Company has provided or made available to the Purchaser the Company's Annual Report on Form 10-K for the year ended December 31, 20121998 (the "10-K"), Amendment No. 1 to the 10-K on Form 10-K/A, the Company has filed in a timely manner all required reportsCompany's Quarterly Report on Form 10-Q for the quarter ended March 31, schedules1999, formsthe Company's Current Report on Form 8-K dated May 5, statements1999, and other the Company's proxy statement with respect to its Annual Meeting of Shareholders for 1999 (such documents with collectively referred to herein as the SEC that the Company was required to file under Section 13, 14(a), and 15(d) of the Exchange Act (the “"SEC Documents”"). As of their respective filing dates, (i) the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder applicable to such SEC Documents, and (ii) none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to The consolidated financial statements of the extent that information contained Company included in any SEC Document has been revised or superseded by a later filed SEC Document none of the SEC Documents contains, comply as to form in all material respects with applicable accounting requirements and after giving effect to any such later filed SEC Documents none the published rules and regulations of the SEC Documents containsCommission with respect thereto, any untrue statement of were prepared in accordance with generally accepted accounting principles applied on a material fact or omits to state any material fact required to consistent basis during the periods involved (except as may be stated therein or necessary indicated in order to make the statements therein, in light notes thereto) and fairly present the consolidated financial position of the circumstances under which they were madeCompany and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since March 31, not misleading. Except 1999, other than as disclosed discussed in the SEC Documents, there has been no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither material adverse change in the business of the Company nor any of and its subsidiaries has any obligations or liabilities of any nature (whether known or unknownsubsidiaries, and whether absolute, accrued, contingent or otherwise), except (i) taken as disclosed or reserved against in the SEC Documents (including in the financial statements included therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012a whole.

SEC Documents. Since January 1, 2012, the The Company has filed in a timely manner all required reports, schedules, forms, statements, statements and other documents with the SEC that required to be filed by the Company was required to file under Section 13since January 1, 14(a), and 15(d) of the Exchange Act 2007 (the “SEC Documents”). As of their respective filing datesdates of filing, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act or the Securities ActSarbanes Oxley Act of 2002, as the case may be, and in each case the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documentsthereto, and as of their respective dates (or if amended by a subsequent filing with the SEC prior to the date hereof, as of the date of such amendment) none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to The audited consolidated financial statements and the extent that information contained unaudited quarterly financial statements (including, in any each case, the notes thereto) of the Company included in the SEC Document has been revised or superseded by a later Documents when filed SEC Document none complied in all material respects with the published rules and regulations of the SEC Documents containswith respect thereto, and after giving effect to any such later filed SEC Documents none have been prepared in all material respects in accordance with generally accepted accounting principles (“GAAP”) (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC Documents contains, any untrue statement or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material fact or omits to state any material fact required to be stated therein or necessary in order to make respects the statements thereinconsolidated 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 light the case of unaudited quarterly statements, to normal year-end audit adjustments). Except for matters reflected or reserved against in the consolidated balance sheet of the circumstances under which they were madeCompany as of December 31, not misleading. Except as disclosed 2009 (or the notes thereto) included in the Filed SEC Documents, no event neither the Company nor any of its Subsidiaries has occurred any liabilities or obligations (whether absolute, accrued, contingent, fixed or otherwise) of any nature that would be required under GAAP, as in effect on the date of this Agreement, to be reflected on a consolidated balance sheet of the Company (including the notes thereto), except liabilities and no circumstance exists obligations that has (i) were incurred since December 31, 2009 in the ordinary course of business in accordance with past practice, (ii) are incurred in connection with the transactions contemplated by this Agreement, or could (iii) would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012.

SEC Documents. Since January 1, 2012, the Company has (a) Hanover and its Subsidiaries have filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that the Company was all documents (including exhibits and any amendments thereto) required to file under Section 13be so filed by them since September 30, 2003 pursuant to Sections 13(a), 14(a), ) and 15(d) of the Exchange Act Act, and have made available to Universal each registration statement, report, proxy statement or information statement (other than preliminary materials) they have so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “SEC DocumentsHanover Reports”). As of their its respective filing datesdate, the SEC Documents each Hanover Report (i) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except for any statements in any Hanover Report that have been modified by an amendment to such report filed with the SEC prior to the date hereof. Each of the consolidated balance sheets included in or incorporated by reference into the Hanover Reports (including related notes and schedules) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly presents in all material respects the consolidated financial position of Hanover and its Subsidiaries (or such entities as indicated in such balance sheet) as of its date, and each of the consolidated statements of operations, cash flows and changes in stockholders’ equity included in or incorporated by reference into the Hanover Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of Hanover and its Subsidiaries (or such entities as indicated in such balance sheet) for the periods set forth therein (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal, recurring year-end audit adjustments which are not material in the aggregate), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent set forth on the consolidated balance sheet of Hanover and its Subsidiaries included in the most recent Hanover Report filed prior to the date of this Agreement that information contained in any SEC Document has been revised or superseded by includes such a later filed SEC Document none balance sheet, including all notes thereto, as of the SEC Documents containsdate of such balance sheet, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company neither Hanover nor any of its subsidiaries Subsidiaries has any liabilities or obligations or liabilities of any nature (whether known or unknownaccrued, and whether absolute, accrued, contingent or otherwise)) that would be required to be reflected on, except (i) as disclosed or reserved against in, a consolidated balance sheet of Hanover or in the SEC Documents (including notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations which, individually or in the financial statements included therein)aggregate, (ii) as disclosed in Schedule 2.6, have not had and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012are not reasonably likely to have a Hanover Material Adverse Effect.

SEC Documents. Since Global has filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2012, the Company has filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that the Company was required 1999 pursuant to file under Section 13Sections 13(a), 14(a), ) and 15(d) of the Exchange Act Act, and has made available to Santa Fe each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the “form (including exhibits and any amendments thereto) filed with the SEC Documents”(collectively, the "Global Reports"). As of their its respective filing datesdate, the SEC Documents each Global Report (i) complied in all material respects in accordance with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. Each of the consolidated balance sheets included in or incorporated by reference into the Global Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Global and its Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in stockholders' equity included in or incorporated by reference into the Global Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of Global and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent set forth on the consolidated balance sheet of Global and its Subsidiaries included in the most recent Global Report filed prior to the date of this Agreement that information contained in any SEC Document has been revised or superseded by includes such a later filed SEC Document none balance sheet, including all notes thereto, as of the SEC Documents containsdate of such balance sheet, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company neither Global nor any of its subsidiaries Subsidiaries has any liabilities or obligations or liabilities of any nature (whether known or unknownaccrued, and whether absolute, accrued, contingent or otherwise)) that would be required to be reflected on, except (i) as disclosed or reserved against in, a balance sheet of Global or in the SEC Documents (including notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations which do not and are not reasonably likely to have, individually or in the financial statements included therein)aggregate, (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012a Global Material Adverse Effect.

SEC Documents. Since (a) Xxxxxx and its Subsidiaries have filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by them since January 1, 2012, the Company has filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that the Company was required 2016 pursuant to file under Section 13Sections 13(a), 14(a), ) and 15(d) of the Exchange Act Act, and have made available to NAM (including by reference to the SEC’s website at xxx.xxx.xxx) each registration statement, report, proxy statement or information statement (other than preliminary materials) they have so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “SEC DocumentsXxxxxx Reports”). As of their its respective filing datesdate, the SEC Documents each Xxxxxx Report (i) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations thereunder and (ii) did not, as of the SEC promulgated thereunder applicable to such SEC Documentsdate, and none of the SEC Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except , except for any statements in any Xxxxxx Report that have been modified by an amendment to such report filed with the SEC prior to the extent that information contained date hereof. Each of the consolidated balance sheets included in any SEC Document has been revised or superseded incorporated by a later filed SEC Document none reference into the Xxxxxx Reports (including related notes and schedules) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC Documents containswith respect thereto and fairly presents in all material respects the consolidated financial position of Xxxxxx and its Subsidiaries (or such entities as indicated in such balance sheet) as of its date, and after giving effect each of the consolidated statements of operations, cash flows and changes in stockholders’ equity included in or incorporated by reference into the Xxxxxx Reports (including any related notes and schedules) complied as to any such later filed SEC Documents none form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC Documents containswith respect thereto and fairly presents in all material respects the results of operations, any untrue statement cash flows or changes in stockholders’ equity, as the case may be, of a material fact Xxxxxx and its Subsidiaries (or omits to state any material fact required to be stated such entities as indicated in such balance sheet) for the periods set forth therein or necessary in order to make the statements therein(subject, in light the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q promulgated by the circumstances under SEC and (y) normal, recurring year-end audit adjustments which they were made, are not misleading. Except as disclosed material in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwiseaggregate), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included may be noted therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012.

SEC Documents. Since January 1, 2012, the Undisclosed Liabilities. The Company has timely filed in a timely manner all required reports, schedules, forms, statements, statements and other documents with the SEC that the Company was required to file under Section 13since December 31, 14(a), and 15(d) of the Exchange Act 1996 (the “"Company SEC Documents”"). As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the Exchange Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later filed Company Filed SEC Document Document, as of the date hereof, none of the Company SEC Documents contains, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed The financial statements of the Company included in the Company SEC DocumentsDocuments comply as to form, no event as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly 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 year-end adjustments). Except (i) as reflected in such financial statements or in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has occurred any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet of the Company and no circumstance exists that has its consolidated Subsidiaries and which, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012MAE.

SEC Documents. Since PZE has made available to DVN each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by PZE with the SEC since January 1, 20121998, each in the Company has form (including exhibits and any amendments thereto) filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that prior to the Company was required to file under Section 13date hereof (collectively, 14(athe "PZE Reports"), and 15(d) of PZE has filed all forms, reports and documents required to be filed by it with the Exchange Act (the “SEC Documents”)pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective filing dates, PZE Reports (i) were prepared in all material respects in accordance with the SEC Documents applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except misleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none date hereof. Each of the SEC Documents contains, consolidated balance sheets included in or incorporated by reference into PZE Reports (including the related notes and after giving effect to any such later filed SEC Documents none schedules) fairly presents in all material respects the consolidated financial position of PZE and its Subsidiaries as of its date and each of the SEC Documents containsconsolidated statements of income, comprehensive income, cash flows and stockholders' equity included in or incorporated by reference into PZE Reports (including any untrue statement related notes and schedules) fairly presents in all material respects the results of a material fact operations, cash flows or omits to state any material fact required to be stated changes in stockholders' equity, as the case may be, of PZE and its Subsidiaries for the periods set forth therein or necessary in order to make the statements therein(subject, in light the case of unaudited statements, to such exceptions as may be permitted by Form 10-Q of the circumstances under which they were madeSEC), not misleadingin each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as disclosed in the SEC DocumentsSince December 31, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company 1998, neither PZE nor any of its subsidiaries has Subsidiaries had any liabilities or obligations or liabilities of any nature (whether known or unknownaccrued, and whether absolute, accrued, contingent or otherwise), except (i) as other than liabilities or obligations disclosed in PZE Reports or reserved against which would not have, individually or in the SEC Documents (including in the financial statements included therein)aggregate, (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012a PZE Material Adverse Effect.

SEC Documents. Since January 1, 2012, the The Company has filed in a timely manner all required reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated therein) with the SEC that the Company was required to file under Section 13, 14(a), Securities and 15(d) of the Exchange Act Commission (the “"SEC") since January 1, 2001 (any such document being filed prior to the date hereof) (the "Company SEC Documents”"). As Except to the extent that information contained in any Company SEC Documents has been revised or superseded by a subsequently filed Company SEC Document (any such document being filed prior to the date hereof): (i) as of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the Exchange Securities Act of 1933, as amended (the "Act") or the Securities Exchange Act of 1934, as amended (the "1934 Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained any untrue statement of a material fact or 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 are made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document ; (ii) none of the Company SEC Documents contains, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included therein), (ii) as disclosed in Schedule 2.6, ; and (iii) for current liabilities incurred the financial statements of the Company included in the ordinary course Company SEC Documents comply as to form, as of business since December 31their respective dates of filing with the SEC, 2012in all material respects with applicable accounting requirements and published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) 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 recurring year-end audit adjustments).

SEC Documents. Since January 1USXX has made (and, 2012with respect to such documents filed after the date hereof through the Closing Date, the Company has filed in will make) available to ONSS a timely manner all required reportstrue and complete copy of each report, schedulesschedule, forms, statementsregistration statement (other than on Form S-8), and other documents definitive proxy statement filed by USXX with the SEC that since December 31, 1999 and through the Company was required to file under Closing Date in substantially the form filed with the SEC (the "USXX SEC Documents"). Except as set forth in Section 13, 14(a), and 15(d) 4.8 of the Exchange Act (the “SEC Documents”). As USXX Disclosure Schedule, as of their respective filing dates, the USXX SEC Documents Documents, including without limitation any financial statements or schedules included therein, complied (or will comply when filed), in all material respects with the requirements of the Exchange Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such USXX SEC Documents, and none of the SEC Documents contained did not (or will not when filed) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none The audited consolidated financial statements and unaudited interim financial statements of the SEC Documents contains, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed USXX included in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in the USXX SEC Documents (including collectively, the "USXX Financial Statements") were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) in all material respects the financial statements included therein)position of USXX as of the respective dates thereof or the results of operations and cash flows for the respective periods then ended, (ii) as disclosed in Schedule 2.6the case may be, and (iii) for current liabilities incurred subject, in the ordinary course case of business since December 31unaudited interim financial statements, 2012to normal, recurring adjustments which are not material in the aggregate.

SEC Documents. Since January 1, 2012, Parent has furnished the Company has filed in with a timely manner all required reportstrue and complete copy of each form, schedulesstatement, formsannual, statements, quarterly and other documents report, registration statement (including exhibits and amendments) and definitive proxy statement filed by Parent with the U.S. Securities and Exchange Commission ("SEC") since December 31, 1998 (the "Parent SEC Documents"), which are all the documents (other than preliminary material) that the Company Parent was required to file under Section 13, 14(a), and 15(d) of with the Exchange Act (the “SEC Documents”)since such date. As of their respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the U.S. Securities Exchange Act or the Securities Actof 1934, as the case may beamended, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documentsthereunder, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Except to Since the extent that information contained filing of the most recent Quarterly Report on Form 10-Q included in any the Parent SEC Document Documents, none of Parent's Organizational Documents has been revised amended or superseded by a later filed modified. The balance sheets and the related statements of operations, stockholders' equity (deficit) and cash flows (including the related notes thereto) of Parent included in the Parent SEC Document none Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Documents containswith respect thereto, are in accordance with the books and after giving effect to any such later filed SEC Documents none records of the SEC Documents containsParent, any untrue statement of have been prepared in accordance with U.S. generally accepted accounting principles applied on a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except basis consistent with prior periods (except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included otherwise noted therein), (ii) and present fairly the financial position of Parent as disclosed in Schedule 2.6of their respective dates, and the results of its operations and its cash flows for the periods presented therein (iii) for current liabilities incurred subject, in the ordinary course case of business since December 31the interim financial statements, 2012to normal year-end adjustments).

SEC Documents. Since January 1, 2012, Parent has made available to the Company has each registration statement, report, proxy statement or information statement (other than preliminary materials) filed in a timely manner all required reports, schedules, forms, statements, and other documents by Parent with the SEC that since September 30, 1996, each in the Company was required to file under Section 13form (including exhibits and any amendments thereto) filed with the SEC (collectively, 14(a), and 15(d) of the Exchange Act (the “SEC Documents”"Parent Reports"). As of their respective filing dates, the SEC Documents complied Parent Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Exchange Act or the Securities Act, as the case may beExchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none set forth on the consolidated balance sheet of the SEC Documents containsParent and its Subsidiaries at September 30, and after giving effect to any 1997, including all notes thereto, as of such later filed SEC Documents none of the SEC Documents containsdate, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company neither Parent nor any of its subsidiaries has Subsidiaries had any liabilities or obligations or liabilities of any nature (whether known or unknownaccrued, and whether absolute, accrued, contingent or otherwise)) that would be required to be reflected on, except (i) as disclosed or reserved against in, a balance sheet of Parent or in the SEC Documents (including notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations which would not have, individually or in the financial statements included therein)aggregate, (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012a Parent Material Adverse Effect.

SEC Documents. Since January 1, 2012, the Company Marine has timely filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that the Company was all documents required to file under Section 13be so filed by it in the preceding twelve months pursuant to Sections 13(a), 14(a), ) and 15(d) of the Exchange Act. Marine and its Subsidiaries have filed with the SEC all documents required to be so filed by them in the preceding three fiscal years and during 2001 pursuant to Section 13(a) of the Exchange Act without regard to Rule 12b-25. Marine has made available to Pride each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the “form (including exhibits and any amendments thereto) filed with the SEC Documents”(collectively, the "Marine Reports"). As of their its respective filing datesdate, the SEC Documents each Marine Report (i) complied in all material respects in accordance with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. Each of the consolidated balance sheets included in or incorporated by reference into Marine Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Marine and its Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in shareholders' equity included in or incorporated by reference into Marine Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in shareholders' equity, as the case may be, of Marine and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q and Regulation S-X of the SEC and (y) normal year-end audit adjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent that information contained set forth on the most recent consolidated balance sheet of Marine and its Subsidiaries included in any SEC Document has been revised or superseded by a later filed SEC Document none Marine Reports, including all notes thereto, as of the SEC Documents containsdate of such balance sheet, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company neither Marine nor any of its subsidiaries Subsidiaries has any liabilities or obligations or liabilities of any nature (whether known or unknownaccrued, and whether absolute, accrued, contingent or otherwise)) that would be required to be reflected on, except (i) as disclosed or reserved against in, a balance sheet of Marine or in the SEC Documents (including notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations which do not and are not reasonably likely to have, individually or in the financial statements included therein)aggregate, (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012a Marine Material Adverse Effect.

SEC Documents. Since The Seller is obligated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the "SEC Documents"). The Seller has filed all reports or other documents required to be filed under the Exchange Act. All SEC Documents filed by the Seller as of or for any period beginning on or after January 1, 20122001, the Company has filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that the Company was required to file under Section 13, 14(a), and 15(d(i) of the Exchange Act (the “SEC Documents”). As of their respective filing dates, the SEC Documents complied were prepared in all material respects in accordance with the requirements of the Exchange Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the Securities Actdate hereof, as then on the case may be, and the rules and regulations date of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except The Seller has previously delivered to the extent that Purchaser a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31, 2002 (the "Recent Reports"). None of the information contained in about the Seller or any SEC Document of its Subsidiaries which has been revised disclosed to the Purchasers herein or superseded by a later filed SEC Document none in the course of discussions and negotiations with respect hereto which is not disclosed in the SEC Documents contains, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact Recent Reports is or omits to state any material fact was required to be stated therein or necessary in order to make the statements thereinso disclosed, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that material non-public information has or could reasonably be expected been disclosed to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012Purchasers.

SEC Documents. Since January 1, 2012, the Company has (a) Universal and its Subsidiaries have filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that the Company was all documents (including exhibits and any amendments thereto) required to file under Section 13be so filed by them since September 30, 2003 pursuant to Sections 13(a), 14(a), ) and 15(d) of the Exchange Act Act, and have made available to Hanover each registration statement, report, proxy statement or information statement (other than preliminary materials) they have so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “SEC DocumentsUniversal Reports”). As of their its respective filing datesdate, the SEC Documents each Universal Report (i) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except for any statements in any Universal Report that have been modified by an amendment to such report filed with the SEC prior to the date hereof. Each of the consolidated balance sheets included in or incorporated by reference into the Universal Reports (including related notes and schedules) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly presents in all material respects the consolidated financial position of Universal and its Subsidiaries (or such entities as indicated in such balance sheet) as of its date, and each of the consolidated statements of operations, cash flows and changes in stockholders’ equity included in or incorporated by reference into the Universal Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of Universal and its Subsidiaries (or such entities as indicated in such balance sheet) for the periods set forth therein (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal, recurring year-end audit adjustments which are not material in the aggregate), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent set forth on the consolidated balance sheet of Universal and its Subsidiaries included in the most recent Universal Report filed prior to the date of this Agreement that information contained in any SEC Document has been revised or superseded by includes such a later filed SEC Document none balance sheet, including all notes thereto, as of the SEC Documents containsdate of such balance sheet, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company neither Universal nor any of its subsidiaries Subsidiaries has any liabilities or obligations or liabilities of any nature (whether known or unknownaccrued, and whether absolute, accrued, contingent or otherwise)) that would be required to be reflected on, except (i) as disclosed or reserved against in, a consolidated balance sheet of Universal or in the SEC Documents (including notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations which, individually or in the financial statements included therein)aggregate, (ii) as disclosed in Schedule 2.6, have not had and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012are not reasonably likely to have a Universal Material Adverse Effect.

SEC Documents. Since Parent has made available to the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by Parent with the SEC since January 1, 20122001, each in the Company has form (including exhibits and any amendments thereto) filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that prior to the Company was required to file under Section 13date hereof (collectively, 14(athe "Parent Reports"), and 15(d) of Parent has filed all forms, reports and documents required to be filed by it with the Exchange Act (the “SEC Documents”)pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective filing dates, the SEC Documents complied Parent Reports (i) were prepared in all material respects accordance with the applicable requirements of the Exchange Act or the Securities Act, as the case may beExchange Act, and the rules and regulations of thereunder and complied with the SEC promulgated thereunder then applicable to such SEC Documents, accounting requirements and none of the SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except misleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none date hereof. Each of the SEC Documents contains, consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and after giving effect to any such later filed SEC Documents none schedules) fairly presents in all material respects the consolidated financial position of Parent and its Subsidiaries as of its date and each of the SEC Documents containsconsolidated statements of operations, cash flows and stockholders' equity included in or incorporated by reference into the Parent Reports (including any untrue statement related notes and schedules) fairly presents in all material respects the results of a material fact operations, cash flows or omits to state any material fact required to be stated changes in stockholders' equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein or necessary in order to make the statements therein(subject, in light the case of unaudited statements, to such exceptions as may be permitted by Form 10-Q of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwiseSEC), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included may be noted therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012.

SEC Documents. Since January 1, 2012, the The Company has filed in a timely manner all required reports, schedules, forms, statements, reports and other documents with the Commission since the Company's initial public offering in November 1995 (collectively, the "Company SEC that the Company was required to file under Section 13, 14(aReports"), and 15(d) all of which were prepared in accordance with the applicable requirements of the Exchange Act, the Securities Act and the rules and regulations promulgated thereunder (the “"Securities Laws"). All required Company SEC Documents”)Reports have been filed with the Commission and constitute all forms, reports and documents required to be filed by the Company under the Securities Laws since the Company's initial public offering in November 1995. As of their respective filing dates, the Company SEC Documents Reports (i) complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, Laws and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none Each of the SEC Documents contains, and after giving effect to any such later filed SEC Documents none consolidated balance sheets of the Company included in or incorporated by reference into the Company SEC Documents containsReports (including the related notes and schedules) fairly presents 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 untrue statement related notes and schedules) fairly presents the results of a material fact operations, retained earnings or omits to state any material fact required to be stated cash flows, as the case may be, of the Company and the Company Subsidiaries for the periods set forth therein or necessary in order to make the statements therein(subject, in light the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the circumstances under which they were madeunaudited statements, not misleadingas permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Act. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012.5.8

SEC Documents. Since Parent has made available to the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by Parent with the SEC since January 1, 20122000, each in the Company has form (including exhibits and any amendments thereto) filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that prior to the Company was required to file under Section 13date hereof (collectively, 14(athe "Parent Reports"), and 15(d) of Parent has filed all forms, reports and documents required to be filed by it with the Exchange Act (the “SEC Documents”)pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective filing dates, the SEC Documents complied Parent Reports (i) were prepared in all material respects accordance with the applicable requirements of the Exchange Act or the Securities Act, as the case may beExchange Act, and the rules and regulations of thereunder and complied with the SEC promulgated thereunder then applicable to such SEC Documents, accounting requirements and none of the SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except misleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none date hereof. Each of the SEC Documents contains, consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and after giving effect to any such later filed SEC Documents none schedules) fairly presents in all material respects the consolidated financial position of Parent and its Subsidiaries as of its date and each of the SEC Documents containsconsolidated statements of income, cash flows and stockholders' equity included in or incorporated by reference into the Parent Reports (including any untrue statement related notes and schedules) fairly presents in all material respects the results of a material fact operations, cash flows or omits to state any material fact required to be stated changes in stockholders' equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein or necessary in order to make the statements therein(subject, in light the case of unaudited statements, to such exceptions as may be permitted by Form 10-Q under the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwiseExchange Act), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included may be noted therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012.

SEC Documents. Since The Company has made available to Parent each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by the Company with the SEC since January 1, 20121997, each in the Company has form (including exhibits and any amendments thereto) filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that (collectively, the "Company was required to file under Section 13, 14(a), and 15(d) of the Exchange Act (the “SEC Documents”Reports"). As of their respective filing dates, the SEC Documents complied Company Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Exchange Act or the Securities Act, as the case may beExchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income, cash flows and changes in stockholders' equity of the Company included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none set forth on the consolidated balance sheet of the SEC Documents containsCompany and its Subsidiaries at December 31, and after giving effect to any 1997, including all notes thereto, as of such later filed SEC Documents none of the SEC Documents containsdate, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither neither the Company nor any of its subsidiaries has Subsidiaries had any liabilities or obligations or liabilities of any nature (whether known or unknownaccrued, and whether absolute, accrued, contingent or otherwise)) that would be required to be reflected on, except (i) as disclosed or reserved against in, a balance sheet of the Company or in the SEC Documents (including notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations which would not have, individually or in the financial statements included therein)aggregate, (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012a Company Material Adverse Effect.

SEC Documents. Since Enron has filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2012, the Company has filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that the Company was required 1999 pursuant to file under Section 13Sections 13(a), 14(a), ) and 15(d) of the Exchange Act Act, and has made available (in paper form or via the internet) to Dynegy each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "Enron Reports") and has included in the Enron Disclosure Letter a draft of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 (the “SEC Documents”"Draft Third Quarter Report"). As of their its respective filing datesdate, the SEC Documents each Enron Report (i) complied in all material respects in accordance with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. Each of the consolidated balance sheets included in or incorporated by reference into the Enron Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Enron and its consolidated Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in shareholders' equity included in or incorporated by reference into the Enron Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in shareholders' equity, as the case may be, of Enron and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments which will not be material), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. The draft consolidated balance sheet of Enron and its consolidated Subsidiaries as of September 30, 2001 (the "September 30, 2001 Balance Sheet") included in the Draft Third Quarter Report (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Enron and its consolidated Subsidiaries as of that date, and the consolidated statements of operations, cash flows and changes in shareholders' equity included in the Draft Third Quarter Report (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in shareholders' equity, as the case may be, of Enron and its consolidated Subsidiaries for the period then ended (subject to (A) such exceptions as may be permitted by Form 10-Q of the SEC, (B) normal year-end audit adjustments which will not be material and (C) changes routinely anticipated in the preparation of the final Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 which will not be material), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none of the SEC Documents contains, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed set forth in the SEC DocumentsSeptember 30, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company 2001 Balance Sheet, neither Enron nor any of its subsidiaries Subsidiaries has any liabilities or obligations or liabilities of any nature (whether known or unknownaccrued, and whether absolute, accrued, contingent or otherwise)) that would be required to be reflected on, except (i) as disclosed or reserved against in, a consolidated balance sheet of Enron and its consolidated Subsidiaries or in the SEC Documents (including notes thereto prepared in the financial statements included therein)accordance with generally accepted accounting principles consistently applied, (ii) as disclosed in Schedule 2.6, and (iii) for current other than liabilities or obligations that were incurred in the ordinary course of business since December 31September 30, 20122001 and liabilities or obligations that do not and are not reasonably likely to have, individually or in the aggregate, an Enron Material Adverse Effect. All reserves or adjustments required by generally accepted accounting principles to be reflected in the carrying value of the assets included in the September 30, 2001 Balance Sheet have been taken other than reserves or adjustments which do not and are not reasonably likely to have, individually or in the aggregate, an Enron Material Adverse Effect.

SEC Documents. Since (a) Company has previously delivered (except to the extent such filings are publicly available on the XXXXX system) to Acquiror each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by Company with the SEC since January 1, 20122002, each in the Company has form (including exhibits and any amendments thereto) filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that prior to the date hereof, and Company was has timely filed all forms, reports and documents required to file under Section 13be filed by it with the SEC pursuant to relevant securities statutes, 14(a)regulations, policies and 15(d) of the Exchange Act rules since January 1, 1999 (collectively, the “SEC DocumentsCompany Reports”). As of their respective dates (or, if amended, supplemented or superseded by a filing datesprior to the date of this Agreement, as of the date so amended, supplemented or superseded), the SEC Documents complied Company Reports (i) were prepared in all material respects accordance with the applicable requirements of the Exchange Act or the Securities Act, as the case may beExchange Act, and the rules and regulations thereunder and complied with the requirements thereof including all of the SEC promulgated thereunder then applicable to such SEC Documents, accounting requirements and none of the SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to Each of the extent that information contained consolidated balance sheets included in the Company Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Company and its Subsidiaries as of its date and each of the consolidated statements of operations, cash flows and stockholders’ equity included in the Company Reports (including any SEC Document has been revised related notes and schedules) fairly presents in all material respects the results of operations, cash flows or superseded changes in stockholders’ equity, as the case may be, of Company and its Subsidiaries for the periods set forth therein, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except, in the case of unaudited statements, for normal year-end audit adjustments and as otherwise may be noted therein. The principal executive officer of Company and the principal financial officer of Company (and each former principal executive officer or principal financial officer of Company) have made the certifications required by a later filed SEC Document none Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC Documents contains, and after giving effect promulgated thereunder with respect to any the Company Reports filed since such later filed SEC Documents none certifications have been required. For purposes of the SEC Documents containspreceding sentence, any untrue statement of a material fact or omits “principal executive officer” and “principal financial officer” shall have the meanings given to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed such terms in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012Xxxxxxxx-Xxxxx Act.

SEC Documents. Since January 1, 2012, the Company Pride has timely filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that the Company was all documents required to file under Section 13be so filed by it in the preceding twelve months pursuant to Sections 13(a), 14(a), ) and 15(d) of the Exchange Act Act. Pride and its Subsidiaries have filed with the SEC all documents required to be so filed by them in the preceding three fiscal years and during 2001 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. Pride has made available to Marine each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the “form (including exhibits and any amendments thereto) filed with the SEC Documents”(collectively, the "Pride Reports"). As of their its respective filing datesdate, the SEC Documents each Pride Report (i) complied in all material respects in accordance with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. Each of the consolidated balance sheets included in or incorporated by reference into Pride Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Pride and its Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in shareholders' equity included in or incorporated by reference into Pride Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in shareholders' equity, as the case may be, of Pride and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q and Regulation S-X of the SEC and (y) normal year-end audit adjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent that information contained set forth on the most recent consolidated balance sheet of Pride and its Subsidiaries included in any SEC Document has been revised or superseded by a later filed SEC Document none Pride Reports, including all notes thereto, as of the SEC Documents containsdate of such balance sheet, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company neither Pride nor any of its subsidiaries Subsidiaries has any liabilities or obligations or liabilities of any nature (whether known or unknownaccrued, and whether absolute, accrued, contingent or otherwise)) that would be required to be reflected on, except (i) as disclosed or reserved against in, a balance sheet of Pride or in the SEC Documents (including notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations which do not and are not reasonably likely to have, individually or in the financial statements included therein)aggregate, (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012a Pride Material Adverse Effect.

SEC Documents. Since DVN has made available to PZE each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by DVN with the SEC since January 1, 20121998, each in the Company has form (including exhibits and any amendments thereto) filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that prior to the Company was required to file under Section 13date hereof (collectively, 14(athe "DVN Reports"), and 15(d) of DVN has filed all forms, reports and documents required to be filed by it with the Exchange Act (the “SEC Documents”)pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective filing dates, the SEC Documents DVN Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except misleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none date hereof. Each of the SEC Documents contains, consolidated balance sheets included in or incorporated by reference into the DVN Reports (including the related notes and after giving effect to any such later filed SEC Documents none schedules) fairly presents in all material respects the consolidated financial position of DVN and its Subsidiaries as of its date and each of the SEC Documents containsconsolidated statements of operations, cash flows and shareholders' equity included in or incorporated by reference into the DVN Reports (including any untrue statement related notes and schedules) fairly presents in all material respects the results of a material fact operations, cash flows or omits to state any material fact required to be stated changes in stockholders' equity, as the case may be, of DVN and its Subsidiaries for the periods set forth therein or necessary in order to make the statements therein(subject, in light the case of unaudited statements, to such exceptions as may be permitted by Form 10-Q of the circumstances under which they were madeSEC), not misleadingin each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as disclosed in the SEC DocumentsSince December 31, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company 1998, neither DVN nor any of its subsidiaries has Subsidiaries had any liabilities or obligations or liabilities of any nature (whether known or unknownaccrued, and whether absolute, accrued, contingent or otherwise), except (i) as other than liabilities or obligations disclosed or reserved against in the SEC Documents (including DVN Reports or which would not have, individually or in the financial statements included therein)aggregate, (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012a DVN Material Adverse Effect.

SEC Documents. Since January 1, 2012, the Financial Statements; No Adverse Change. The Company has filed in a timely manner all reports required reportsto be filed by it under the Exchange Act, schedulesincluding pursuant to Section 13(a) or 15(d) thereof, forms, statements, and other documents with for the SEC that two years preceding the date hereof (or such shorter period as the Company was required by law to file under Section 13, 14(a), and 15(dsuch material) of the Exchange Act (the “foregoing materials, to the extent filed with the Commission on or after March 31, 1997, being collectively referred to herein as the "SEC Documents”)" and, together with the Schedules to this Agreement, the "Disclosure Materials") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder applicable to such SEC Documentsthereunder, and none of the SEC Documents Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none The financial statements of the SEC Documents contains, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed Company included in the SEC Documents, when filed, complied in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal year-end audit adjustments. Since the date of the financial statements included in the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1997, except as specifically set forth in Schedule 2.1(j), there has been no event has occurred and no circumstance exists event, occurrence or development that has had or resulted in a Material Adverse Effect or that could (other than those affecting any industry in which the Company or any Subsidiary operates or the economy in general) reasonably be expected to have or result in a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012.

SEC Documents. Since January 1, 2012, the The Company has filed in all 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 (the foregoing materials being collectively referred to herein as the "SEC Documents") on a timely manner all required reportsbasis, schedules, forms, statements, and other documents with the SEC that the Company was required to file under Section 13, 14(a), and 15(d) or has received a valid extension of the Exchange Act (the “SEC Documents”)such time of filing. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder applicable to such SEC Documentsthereunder, and none of the SEC Documents Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none The financial statements of the SEC Documents contains, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against included in the SEC Documents (including comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved, except as may be otherwise indicated in such financial statements or the notes thereto, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal year-end audit adjustments. Since the date of the financial statements included therein)in the Company's last filed Quarterly Report on Form 10-Q, (ii) as there has been no event, occurrence or development that has had a Material Adverse Effect which is not specifically disclosed in Schedule 2.6, and (iii) for current liabilities incurred in any of the ordinary course of business since December 31, 2012Disclosure Materials.

SEC Documents. Since January 1, 2012, Parent has made available to the Company has each ------------- registration statement, report, proxy statement or information statement (other than preliminary materials) filed in a timely manner all required reports, schedules, forms, statements, and other documents by Parent with the SEC that since September 30, 1995, each in the Company was required to file under Section 13form (including exhibits and any amendments thereto) filed with the SEC (collectively, 14(a), and 15(d) of the Exchange Act (the “SEC Documents”"Parent Reports"). As of their respective filing dates, the SEC Documents complied Parent Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Exchange Act or the Securities Act, as the case may beExchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of income, cash flows and retained earnings included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents the results of operations, cash flows or retained earnings, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none set forth on the consolidated balance sheet of the SEC Documents containsParent and its Subsidiaries at September 30, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains1996, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements thereinincluding all notes thereto, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company neither Parent nor any of its subsidiaries Subsidiaries has any liabilities or obligations or liabilities of any nature (whether known or unknownaccrued, and whether absolute, accrued, contingent or otherwise)) that would be required to be reflected on, except (i) as disclosed or reserved against in, a balance sheet of Parent or in the SEC Documents (including notes thereto prepared in the financial statements included therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012.accordance with generally accepted accounting principles consistently

SEC Documents. Since Edge has filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2012, the Company has filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that the Company was required 2000 pursuant to file under Section 13Sections 13(a), 14(a), ) and 15(d) of the Exchange Act Act, and has made available to Xxxxxx each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the “form (including exhibits and any amendments thereto) filed with the SEC Documents”(collectively, the "Edge Reports"). As of their its respective filing datesdate, the SEC Documents each Edge Report (i) complied in all material respects in accordance with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified or superceded by subsequent filings with the SEC prior to the date hereof. Each of the consolidated balance sheets included in or incorporated by reference into the Edge Reports (including the related notes and schedules) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly presents in all material respects the consolidated financial position of Edge and its Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in stockholders' equity included in or incorporated by reference into the Edge Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of Edge and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments which will not be material in effect); and said financial statements (including the related notes and schedules) have been prepared in accordance with generally accepted accounting principles which have been consistently applied throughout the periods covered thereby, except as may be noted therein. Except as and to the extent set forth on the consolidated balance sheet of Edge and its Subsidiaries included in the most recent Edge Report filed prior to the date of this Agreement that information contained in any SEC Document has been revised or superseded by includes such a later filed SEC Document none balance sheet, including all notes thereto, as of the SEC Documents containsdate of such balance sheet, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company neither Edge nor any of its subsidiaries Subsidiaries has any liabilities or obligations or liabilities of any nature (whether known or unknownaccrued, and whether absolute, accrued, contingent or otherwise)) that would be required to be reflected on, except (i) as disclosed or reserved against in, a balance sheet of Edge or in the SEC Documents (including notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations which have not had and could not reasonably be expected to have, individually or in the financial statements included therein)aggregate, (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012an Edge Material Adverse Effect.

SEC Documents. Since January 1, 2012, the The Company has filed in a timely manner all reports required reportsto be filed by it under the Exchange Act, schedulesincluding pursuant to Section 13(a) or 15(d) thereof, forms, statements, and other documents with for the SEC that three years preceding the date hereof (or such shorter period as the Company was required by law to file under Section 13, 14(a), and 15(dsuch material) of the Exchange Act (the “foregoing materials being collectively referred to herein as the "SEC Documents”") on a timely basis, or has received a valid extension of such time of filing (in which case it has made all such filings in the time required by such extension). As of their respective filing dates, the SEC Documents complied in all material -7- 9 respects with the requirements of the Securities Act and the Exchange Act or the Securities Act, as the case may be, and the published rules and regulations of the SEC Commission promulgated thereunder applicable to such SEC Documentsthereunder, and none of the SEC Documents Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none The financial statements of the SEC Documents contains, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against included in the SEC Documents (including comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect on the date of the filing. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved, except as may be otherwise specifically indicated in such financial statements or the notes thereto, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal year-end audit adjustments. The Company last filed audited financial statements with the Commission on February 13, 1997 and the Company has not received any comments from the Commission in respect of such audited financial statements. Since the date of the financial statements included therein)in the Company's Quarterly Report on Form 10-Q for the Quarterly Period ended January 31, (ii) as 1997, there has been no event, occurrence or development that has had, could have or would result in a Material Adverse Effect which is not specifically disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012Disclosure Materials.

SEC Documents. (a) Since January 1, 20122005, the Company has filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that required to be filed by the Company was required to file under Section 13the Securities Act of 1933, 14(aas amended (the "Securities Act"), and 15(d) of or the Exchange Act (the “"Company SEC Documents”"). As Except as set forth on Section 3.4 of the Disclosure Schedule, as of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the Exchange Securities Act or the Securities Exchange Act, as the case may be, and as of their respective dates and except as amended or supplemented prior to the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documentsdate hereof, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Parent, Sub or their respective Subsidiaries for inclusion in the Company SEC Documents. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none The audited consolidated financial statements of the SEC Documents contains, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed Company included in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither Company's Annual Report on Form 10-K for the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since twelve months ended December 31, 20122005 and the unaudited financial statements of the Company included in the Company's Quarterly Reports on Form 10-Q (the "Company 10-Qs") for the quarterly periods ended April 1, 2006 and July 1, 2006 (collectively, the "Company Financial Statements"), have been prepared in accordance with U.S. GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of the Company and its Subsidiaries as at the dates thereof and the results of their operations and changes in financial position for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments set forth therein).

SEC Documents. Since January 1, 2012, the Company has filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that the Company was required to file under Section 13, 14(a), and 15(d) of the Exchange Act (the “SEC Documents”). As of their respective filing dates, or, if amended, as of the SEC Documents date of the last such amendment, each registration statement, report, proxy statement or information statement (as defined in Regulation 14C under the Exchange Act) of Parent prepared by Parent since January 1, 1996, in the form (including exhibits and any amendments thereto) filed with the SEC, (collectively, the "Parent Reports") (i) complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may beExchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, Parent Reports and none of (ii) at the SEC Documents contained time they were filed did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none Each of the SEC Documents containsconsolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents the consolidated financial position of Parent and its Subsidiaries as of its date, and after giving effect to any such later filed SEC Documents none each of the SEC Documents containsconsolidated statements of operations, stockholders' equity and cash flows included in or incorporated by reference into the Parent Reports (including any untrue statement related notes and schedules) fairly presents the financial position, results of a material fact or omits operations and cash flows, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to state any material fact required normal year-end audit adjustments which are not reasonably likely to be stated therein material in amount or necessary in order to make effect, and the statements thereinabsence of footnotes), in light of each case in accordance with GAAP consistently applied during the circumstances under which they were madeperiods involved, not misleading. Except except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably may be expected to have a Company Material Adverse Effectnoted therein. Neither the Company Parent nor any of its subsidiaries Subsidiaries has any liabilities or obligations or liabilities of any nature (whether known or unknownaccrued, and whether absolute, accrued, contingent or otherwise), ) except (ia) as disclosed set forth in the Parent Reports, (b) liabilities or obligations reflected on, or reserved against in, a consolidated balance sheet of Parent or in the SEC Documents (including notes thereto, prepared in accordance with GAAP consistently applied and included in the financial statements included therein)Parent Reports, (iic) as disclosed in Schedule 2.6, and (iii) for current liabilities or obligations incurred in the ordinary course of business since December 31, 2012which are not reasonably likely to have a Parent Material Adverse Effect and (d) arising under executory contracts not currently in default.

SEC Documents. Since January 1Buyer has delivered to Sellers each registration statement, 2012report, proxy statement or information statement prepared and filed with the Company has Securities and Exchange Commission by it since June 30, 2003, each in the form (including exhibits and any amendments thereto) filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that the Company was required to file under Section 13(collectively, 14(a), and 15(d) of the Exchange Act (the “SEC DocumentsBuyer Reports”). As of their respective filing dates, the SEC Documents Buyer Reports (i) complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, the Securities Exchange Act of 1934, as amended (the case may be“Exchange Act”), and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Buyer Reports (including the related notes and schedules) fairly presents, in all material respects, the consolidated financial position of Buyer and its Subsidiaries as of its date, and each of the consolidated statements of income, retained earnings and cash flows included in or incorporated by reference into the Buyer Reports (together with the 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 Buyer and its Subsidiaries for the periods set forth therein (subject to the lack of footnote disclosure and normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with United States generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none of the SEC Documents contains, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed set forth in the SEC Documentsconsolidated balance sheet of Buyer and its Subsidiaries at December 31, no event has occurred and no circumstance exists that has 2003, including all notes thereto, or could reasonably be expected to have a Company Material Adverse Effect. Neither as set forth in the Company Buyer Reports, neither Buyer nor any of its subsidiaries Subsidiaries has any material liabilities or obligations or liabilities of any nature (whether known or unknownaccrued, and whether absolute, accrued, contingent or otherwise)) that would be required to be reflected on, except (i) as disclosed or reserved against in, a balance sheet of Buyer or in the SEC Documents (including notes thereto, prepared in the financial statements included therein)accordance with generally accepted accounting principles consistently applied, (ii) as disclosed in Schedule 2.6, and (iii) for current except liabilities incurred arising in the ordinary course of business since December 31, 2012such date.

SEC Documents. Since January 1, 2012, the Other Reports and Xxxxxxxx-Xxxxx. (a) Company has timely made all filings required to be filed in a timely manner all required reports, schedules, forms, statements, and other documents by it with the SEC that under the Company was required to file under Section 13, 14(a), and 15(d) of Securities Act or the Exchange Act since June 30, 2012 (the “Company SEC Documents”). As of their respective filing datesdates or, if amended, as of the date of the last amendment prior to the date hereof, the Company SEC Documents complied in all material respects with the requirements of the Exchange Securities Act or the Securities Exchange Act, as the case may be, and and, at the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documentsrespective times they were filed, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except The consolidated financial statements (including, in each case, any notes thereto) of Company included in the Company SEC Documents complied as to form in all material respects with applicable accounting requirements and the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none published rules and regulations of the SEC Documents containswith respect thereto, were prepared in accordance with GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and after giving effect fairly presented in all material respects the consolidated financial position of Company and its Subsidiaries as of the respective dates thereof and the results of their operations and their cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements other adjustments described therein, in light of the circumstances under which they were made, not misleading). Except as disclosed in the Company SEC Documents filed with the SEC prior to the date hereof or as required by GAAP, Company has not, between June 30, 2012 and the date hereof, made or adopted any change in its accounting methods, practices or policies in effect on June 30, 2012 that would be required to be disclosed in the Company SEC Documents, no event has occurred . (b) Each of the principal executive officer and no circumstance exists that has the principal financial officer of Company (or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, each former principal executive officer and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in the SEC Documents (including in the former principal financial statements included therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012.officer of

SEC Documents. Since The Company has filed all reports, proxy statements, registration statements, forms and other documents required to be filed by it with the Securities and Exchange Commission (“SEC”) since January 1, 20122001 (collectively, including all exhibits and schedules thereto and documents incorporated by reference therein, the “Company has filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that the Company was required to file under Section 13, 14(a), and 15(d) of the Exchange Act (the “SEC Documents”). As No Subsidiary of the Company is required to file any report, proxy statement, registration statement, form or other document with the SEC. None of the Company SEC Documents (other than the financial statements and notes and schedules thereto contained therein, as to which representations are made in Section 3.7), as of their respective filing datesand effective dates (or, if amended prior to the SEC Documents complied in all material respects with the requirements date of this Agreement, as of the Exchange Act or the Securities Actrespective filing and effective dates of such amendment), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except misleading (except to the extent that information contained in any SEC Document has been amended, revised or superseded by a later subsequently filed Company SEC Document none of that has been filed with the SEC Documents contains, and after giving effect prior to any the date of this Agreement). All of such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in the SEC Documents (including as amended prior to the date of this Agreement, if amended prior to the date of this Agreement) complied in form and substance, in all material respects, with the financial statements included thereinapplicable requirements of the Securities Act and the Exchange Act, each as in effect on the date so filed (except to the extent amended, revised or superseded by a subsequently filed Company SEC Document that has been filed with the SEC prior to the date of this Agreement), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012.

SEC Documents. Since January 1The Company has made available to the Investor true and complete copies of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 20122000 (the "ANNUAL REPORT"), the Company has filed in a timely manner all required reportsCompany's quarterly report on Form 10-Q for the quarter ended June 30, schedules, forms, statements2001, and other documents each report, proxy statement or registration statement filed by the Company with the SEC that Securities and Exchange Commission (the Company was required "SEC") pursuant to file under Section 13the Securities Exchange Act of 1934, 14(a), and 15(das amended (the "EXCHANGE ACT") or the Securities Act since the filing of the Exchange Act Annual Report through the date hereof (collectively such documents are referred to as the “"SEC Documents”DOCUMENTS"). As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except As of their respective dates, to the extent that information contained best of Company's knowledge, the financial statements of the Company included in any the SEC Document has been revised or superseded by a later filed SEC Document none Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Documents contains, or other applicable rules and after giving effect to any regulations with respect thereto at the time of such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadinginclusion. Except as disclosed reflected in the SEC DocumentsCompany's report on Form 8-K, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither filed on June 19, 2001, neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any nature kind (whether known or unknownaccrued, and whether absolute, accrued, contingent or otherwise), except (iand whether due or to become due) as disclosed or that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents (including in the financial statements included therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities or was not incurred in the ordinary course of business consistent with the Company's past practices since December 31, 2012the last date of such financial statements.

SEC Documents. Since January 1, 2012, the The Company has delivered to AMRE each registration statement, report, proxy statement or information statement (as defined in Regulation 14C under the Exchange Act) prepared by it since March 31, 1993, (including exhibits and any amendments thereto) filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that (collectively, the Company was required to file under Section 13, 14(a), and 15(d) of the Exchange Act (the “SEC Documents”"COMPANY REPORTS"). As of their respective filing dates, (i) the SEC Documents Company Reports complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may beExchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documentsthereunder, and none (ii) the Company Reports and any Private Placement Memorandums of the SEC Documents contained Company did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to Each of the extent that information contained consolidated balance sheets of Company included in any SEC Document the Company Reports (including the related notes and schedules) has been revised or superseded by a later filed SEC Document none prepared in accordance with generally accepted accounting principles consistently applied, or, if unaudited, in accordance with applicable published accounting requirements of the SEC Documents containsSEC, and after giving effect to any such later filed SEC Documents none fairly presents the consolidated financial position of Company and the Company's Subsidiaries as of its date, and each of the SEC Documents containsconsolidated statements of income, changes in stockholders' equity and cash flows of Company included the Company Reports (including any untrue statement related notes and schedules, and together with the consolidated balance sheets of the Company, the "COMPANY FINANCIAL STATEMENTS") has been prepared in accordance with generally accepted accounting principles consistently applied, or, if unaudited, in accordance with applicable published accounting requirements of the SEC, and fairly presents the results of operations, changes in stockholders' equity or cash flows, as the case may be, of the Company and the Company's Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not cause a material fact adverse effect on the financial condition, business, operations, liquidity, property, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light assets of the circumstances under which they were made, not misleading. Except Company and the Company Subsidiaries considered as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effectsingle enterprise). Neither the Company nor any of its subsidiaries the Company Subsidiaries has any material liabilities or obligations or liabilities of any nature (whether known or unknownaccrued, and whether absolute, accrued, contingent or otherwise)) that would be required to be reflected on, except (i) as disclosed or reserved against in, a balance sheet of the Company or in the SEC Documents (including notes thereto, prepared in the financial statements included therein)accordance with generally accepted accounting principles consistently applied, (ii) as disclosed in Schedule 2.6, and (iii) for current except liabilities incurred arising in the ordinary course of business since December June 30, 1995 (the "BALANCE SHEET DATE"). The balance sheet of the Company for March 31, 2012.1995 and the related consolidated statements of income for the period ended March 31, 1995 are hereafter referred to as the "MARCH COMPANY FINANCIALS". All material agreements, contracts and other documents required to be filed as exhibits to any of the Company Reports have been so filed. The Company has timely filed all reports, registration statements and other filings required to be filed with the SEC under the rules and regulations of the SEC. Any financial statements prepared for filing with the SEC by the Company subsequent to the date of the March Company Financials or the date hereof, including but not limited to its year ended March 31, 1996 audited financial statements (but only to the

SEC Documents. Since January 1, 2012, the The Company has filed in a timely manner all reports required reportsto be filed by it under the Securities Exchange Act of 1934, schedulesas amended (the "Exchange Act"), formsincluding pursuant to Section 13(a) or 15(d) thereof, statements, and other documents with for the SEC that two years preceding the date hereof (or such shorter period as the Company was required by law to file under Section 13such material) (the foregoing materials being collectively referred to herein as the "SEC Documents" and, 14(a)together with the Schedules to this Agreement and the Confidential Private Placement Memorandum dated July 1, and 15(d) 1997 furnished by or on behalf of the Exchange Act (Company, the “SEC Documents”)"Disclosure Materials") on a timely basis, or has received a valid extension of such time of filing. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder applicable to such SEC Documentsthereunder, and none of the SEC Documents Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none The financial statements of the SEC Documents contains, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against included in the SEC Documents (including comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all material respects the financial position of the Company and the Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods shown, subject, in the case of unaudited statements, to normal year-end audit adjustments. Since the date of the financial statements included therein)in the Company's last filed Quarterly Report on Form 10-Q, (ii) as there has been no event, occurrence or development that has had or that could have or result in a Material Adverse Effect which has not been specifically disclosed in Schedule 2.6writing to the Purchasers by the Company. The Company last filed audited financial statements with the Commission on April 15, 1997, and (iii) for current liabilities incurred has not received any comments from the Commission in the ordinary course of business since December 31, 2012respect thereof.

SEC Documents. Since January 1Buyer has timely filed with the SEC all forms, 2012, the Company has filed in a timely manner all required reports, schedules, forms, statements, statements and other documents with the SEC that the Company was (including exhibits and other information incorporated therein) required to file be filed by it since July 1, 2004 under Section 13the Securities Act, 14(a), and 15(d) of or the Exchange Act (such documents, as supplemented and amended since the time of filing, collectively, the “Buyer SEC Documents”). As No subsidiary of their respective filing datesBuyer is required to file any form, report, registration statement, prospectus or other document with the SEC. To the knowledge of Buyer, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Buyer SEC Documents, including any financial statements or schedules included in the Buyer SEC Documents, at the time filed (and, in the case of registration statements and none proxy statements, on the dates of effectiveness and the dates of mailing, respectively and, in the case of any Buyer SEC Documents contained Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing): (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. Except to The financial statements of Buyer (including the extent that information contained related notes) included in the Buyer SEC Documents at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Buyer SEC Document has been revised amended or superseded by a later filed SEC Document none filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Documents containswith respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q or Form 10-QSB of the SEC), and after fairly present (subject, in the case of unaudited statements, to normal, recurring audit adjustments not material in amount and giving effect to any such later filed SEC Documents none amendments of the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the Buyer SEC Documents, no event has occurred ) in all material respects the consolidated financial position of Buyer and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither its consolidated subsidiaries as at the Company nor any dates thereof and the consolidated results of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, their operations and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in cash flows for the SEC Documents (including in the financial statements included therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012periods then ended.

SEC Documents. Since The Company has filed with the SEC since January 1, 20121999, the Company has filed in a timely manner all required registration statements, reports, schedules, forms, statements, proxy or information statements and other documents with the SEC that the Company was required to file under Section 13, 14(a), (including exhibits and 15(dall other information incorporated therein) of the Exchange Act (the “"COMPANY SEC Documents”DOCUMENTS"). As of their respective filing dates, the Company SEC Documents complied or, with respect to those not yet filed, will comply in all material respects with the requirements of the Exchange Act Securities Act, or the Securities Exchange Act, as the case may be, and and, in each case, the rules and regulations of the SEC promulgated thereunder applicable and, except to such the extent that information contained in any Company SEC DocumentsDocument has been revised and superseded by or restated in a later filed Company SEC Document, and none of the SEC Documents contained did not or, with respect to those not yet filed, will not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except The financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the extent that information contained SEC, in any SEC Document has been revised or superseded by a later filed SEC Document none all material respects with applicable accounting requirements and the published rules and regulations of the SEC Documents containswith respect thereto, and after giving effect to any such later filed SEC Documents none have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC Documents contains, any untrue statement SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements thereinCompany 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 light the case of the circumstances under which they were madeunaudited statements, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwisenormal recurring year-end audit adjustments), except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012.

SEC Documents. Since Parent has made available to the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by Parent with the SEC since January 1, 20122000, each in the Company has form (including exhibits and any amendments thereto) filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that prior to the Company was required to file under Section 13date hereof (collectively, 14(athe "Parent Reports"), and 15(d) of Parent has filed all forms, reports and documents required to be filed by it with the Exchange Act (the “SEC Documents”)pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective filing dates, the SEC Documents complied Parent Reports (i) were prepared in all material respects accordance with the applicable requirements of the Exchange Act or the Securities Act, as the case may beExchange Act, and the rules and regulations of thereunder and complied with the SEC promulgated thereunder then applicable to such SEC Documents, accounting requirements and none of the SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except misleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none date hereof. Each of the SEC Documents contains, consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and after giving effect to any such later filed SEC Documents none schedules) fairly presents the consolidated financial position of Parent and its Subsidiaries as of its date and each of the SEC Documents containsconsolidated statements of operations, cash flows and stockholders' equity included in or incorporated by reference into the Parent Reports (including any untrue statement related notes and schedules) fairly presents the results of a material fact operations, cash flows or omits to state any material fact required to be stated changes in stockholders' equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein or necessary in order to make the statements therein(subject, in light the case of unaudited statements, to such exceptions as may be permitted by Form 10-Q of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwiseSEC), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included may be noted therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012.

SEC Documents. Since January 13.7.1. CSI has furnished RP with each registration statement, 2012Quarterly Report on Form 10-QSB, Report on Form 8-KSB, report, proxy statement or information statement, including all exhibits thereto, prepared by CSI since September 18, 1997, including, without limitation, (a) its Annual Report on Form 10- KSB for its fiscal year ended December 31, 1997 (the "CSI Balance Sheet Date") which includes the consolidated balance sheets of CSI and its Subsidiaries (the "CSI Balance Sheet") as of such date (the "CSI Balance Sheet Date") and CSI's Quarterly Reports on Form 10-QSB, and Reports on Form 8-K filed since the filing of such Annual Report and (b) its proxy statement for its annual meeting of Stockholders held on May 9, 1998, each of (a) and (b) in the form (including exhibits and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") and the items in (a) and (b), the Company has filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that the Company was required to file under Section 13, 14(a), and 15(d) of the Exchange Act (the “SEC Documents”). "CSI Reports." As of their respective filing dates, the SEC Documents complied CSI Reports (including, without limitation, any financial statement or schedules included or incorporated by reference therein) (i) were prepared in all material respects in accordance with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the respective rules and regulations of the SEC promulgated thereunder applicable to such SEC Documentsthereunder, and none of the SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The 1996 and 1997 consolidated financial statements of CSI included in or incorporated by reference into the CSI Reports (including the related notes and schedules) present fairly, in all material respects the consolidated financial position of CSI and its Subsidiaries as of December 31, 1997 and 1996 and the consolidated results of their operations and their cash flows for such fiscal periods, in conformity with generally accepted accounting principles ("GAAP"), consistently applied during the periods involved. Except as and to the extent that information contained in any SEC Document has been revised set forth on the CSI Balance Sheet, including all notes thereto, or superseded by a later filed SEC Document none of the SEC Documents contains, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed set forth in the SEC DocumentsCSI Reports or the CSI Disclosure Schedule, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company neither CSI nor any of its subsidiaries Subsidiaries has any material liabilities or obligations or liabilities of any nature (whether known or unknownaccrued, and whether absolute, accrued, contingent or otherwise)) whether or not required to be reflected on, except (i) as disclosed or reserved against in, a consolidated balance sheet of CSI, prepared in the SEC Documents (including in the financial statements included therein)accordance with GAAP, (ii) as disclosed in Schedule 2.6consistently applied, and (iii) for current except liabilities incurred arising in the ordinary course of business since December 31such date which would not reasonably be expected to have, 2012individually or in the aggregate, a CSI Material Adverse Effect.

SEC Documents. Since January 1FINANCIAL STATEMENTS. Except as set forth in Schedule 3(f), 2012since September 30, 2003, the Company has filed in a timely manner all required reports, schedules, forms, statements, statements and other documents required to be filed by it with the SEC that the Company was required to file under Section 13, 14(a), and 15(d) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act") (all of the forgoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by references therein, being hereinafter referred to as the ("SEC DOCUMENTS"). The Company has delivered to the Buyer(s) or its/their representatives, or made available through the SEC's website at http:/www.sec.gov., true and complete copies of the SEC Documents”). As of their respective filing thxxx xxxxxxxive dates, the financial statements disclosed in the SEC Documents (the "FINANCIAL STATEMENTS") complied as to form in all material respects with the applicable accounting requirements of the Exchange Act or the Securities Act, as the case may be, and the published rules and regulations of the SEC promulgated thereunder applicable with respect thereto. Such financial statements have been prepared in accordance with 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 such the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer(s) which is not included in the SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted including, without limitation, information referred to state a material fact required to be stated therein or necessary in order to make the statements thereinthis Agreement, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none of the SEC Documents contains, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012.

SEC Documents. Since (a) The Company has filed with the SEC all documents required to be so filed by it since January 1, 2012, the Company has filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that the Company was required 2006 pursuant to file under Section 13Sections 13(a), 14(a), ) and 15(d) of the Exchange Act Act, and has made available to Parent each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “SEC DocumentsCompany Reports”). As of their its respective filing datesdate, the SEC Documents each Company Report complied in all material respects in accordance with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, SOX and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of the Company and its Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in stockholders’ equity included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein, and in each case such consolidated balance sheets, consolidated statements of operations, cash flows and changes in stockholders’ equity, each including the notes and schedules thereto (“Company Financial Statements”) (a) complied as to form in all material respects with the published rules and regulations of the SEC, and (b) was prepared in accordance with GAAP consistently applied during the periods involved, except as may be noted in the Company Financial Statements or as permitted by Form 10-Q or Form 8-K. Except as and to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none set forth on the consolidated balance sheet of the SEC Documents containsCompany and its Subsidiaries included in the Company Reports filed before Closing, and after giving effect to any such later filed SEC Documents none including all notes thereto, as of the SEC Documents containsdate of such balance sheet, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither neither the Company nor any of its subsidiaries Subsidiaries has any liabilities or obligations or liabilities of any nature (whether known or unknownaccrued, and whether absolute, accrued, contingent or otherwise)) that would be required to be reflected on, except or reserved against in, a balance sheet of the Company or in the notes thereto prepared in accordance with GAAP consistently applied, other than (i) as disclosed or reserved against in the SEC Documents (including in the case of unaudited financial statements included therein)statements, normal year-end audit adjustments, and (ii) as disclosed in Schedule 2.6liabilities or obligations which have not caused and are not reasonably likely to cause, and (iii) for current liabilities incurred individually or in the ordinary course of business since December 31aggregate, 2012a Company Material Adverse Effect.

SEC Documents. Since January 1, 2012To the best knowledge of the Seller, the Company Buyer has received each registration statement, report, definitive proxy statement or definitive information statement and all exhibits thereto filed since December 31, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "RAM Reports"). To the best knowledge of the Seller, the RAM Reports, which, except as otherwise disclosed, were filed with the SEC in a timely manner manner, constitute all required reports, schedules, forms, statements, reports and other documents with the SEC that the Company was required to file be filed by the Corporation under Section 13the 33 Act, 14(a), and 15(d) of the Securities Exchange Act of 1934, as amended (the “SEC Documents”)"34 Act") and the rules and regulations promulgated thereunder. As of their respective filing dates, the SEC Documents RAM Reports (a) complied as to form in all material respects with the applicable requirements of the Exchange 33 Act or the Securities Act, as the case may be, and the 34 Act together with all rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained (b) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, made therein not misleading. Except to To the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none best knowledge of the SEC Documents containsSeller, and after giving effect to any such later filed SEC Documents none each of the SEC Documents contains, any untrue statement balance sheets of a material fact the Corporation included in or omits to state any material fact required to be stated therein or necessary in order to make incorporated by reference into the RAM Reports (including the related notes and schedules) fairly presents the financial position of the Corporation as of its date and each of the statements thereinof income, retained earnings and cash flows of the Corporation included in or incorporated by reference into the RAM Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Corporation for the periods set forth therein (subject, in light the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the circumstances under which they were madeperiods involved, not misleading. Except except as disclosed may be noted therein and except, in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities case of any nature (whether known or unknownunaudited statements, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in permitted by Form 10-Q promulgated under the SEC Documents (including in the financial statements included therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 201234 Act.

SEC Documents. FINANCIAL STATEMENTS. Since January 1, 20122002, the Company has filed in a timely manner all required reports, schedules, forms, statements, statements and other documents required to be filed by it with the SEC that the Company was required to file under Section 13, 14(a), and 15(d) of the Securities Exchange Act of 1934, as amended (the “"1934 ACT") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC DOCUMENTS"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true and comxxxxx xxxxxx xx xhe SEC Documents”), as well as the HoMedics Transaction Documents. As of their respective filing dates, the financial statements of the Company disclosed in the SEC Documents (the "FINANCIAL STATEMENTS") complied as to form in all material respects with the applicable accounting requirements of the Exchange Act or the Securities Act, as the case may be, and the published rules and regulations of the SEC promulgated thereunder applicable with respect thereto. Such financial statements have been prepared in accordance with 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 such the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted including, without limitation, information referred to state a material fact required to be stated therein or necessary in order to make the statements thereinthis Agreement, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none of the SEC Documents contains, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012.

SEC Documents. Since January 1, 2012, the The Company has filed in a timely manner all reports required reportsto be filed by it under the Securities Exchange Act of 1934, schedulesas amended (the "Exchange Act"), formsincluding pursuant to Section 13(a) or 15(d) thereof, statements, and other documents with for the SEC that two years preceding the date hereof (or such shorter period 10306-00006/387702.5 as the Company was required by law to file under Section 13, 14(a), and 15(dsuch material) of the Exchange Act (the “foregoing materials being collectively referred to herein as the "SEC Documents”)") on a timely basis, or has received a valid extension of such time of filing. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder applicable to such SEC Documentsthereunder, and none of the SEC Documents Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none The financial statements of the SEC Documents contains, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against included in the SEC Documents (including comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved, except as may be otherwise indicated in such financial statements or the notes thereto, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal year-end audit adjustments. Since the date of the financial statements included therein)in the Company's last filed Quarterly Report on Form 10-Q, (ii) as there has been no event, occurrence or development that has had a Material Adverse Effect which is not specifically disclosed in Schedule 2.6, and (iii) for current liabilities incurred in any of the ordinary course of business since December 31, 2012Disclosure Materials.

SEC Documents. Since January 1, 2012, the Company 3.4.1 The Buyer has filed in a timely manner all required reports, schedules, forms, statements, reports and other documents with the SEC that since January 1, 2002 (collectively, the Company was required to file under Section 13, 14(a“Buyer SEC Reports”), all of which were prepared in all material respects in accordance with the Xxxxxxxx-Xxxxx Act of 2002, the Securities Act of 1933 and 15(d) of the Securities Exchange Act of 1934 (collectively, the “SEC DocumentsSecurities Laws”). As of their respective filing dates, the Buyer SEC Documents Reports (a) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, Laws and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained (b) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except The representation in clause (b) of the preceding sentence does not apply to any misstatement or omission in any Buyer SEC Report filed prior to the extent that information contained in any SEC Document has been revised or date of this Agreement which was superseded by and corrected in a later subsequent Buyer SEC Report filed SEC Document none prior to the date of this Agreement. Each of the SEC Documents contains, and after giving effect to any such later filed SEC Documents none consolidated balance sheets of the Buyer included in or incorporated by reference into the Buyer SEC Documents containsReports (including any related notes and schedules), as superseded by or corrected in a subsequent Buyer SEC Report filed prior to the date of this Agreement, fairly presents the consolidated financial position of the Buyer and its Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of the Buyer included in or incorporated by reference into the Buyer SEC Reports (including any untrue statement related notes and schedules), as superseded by or corrected in a subsequent Buyer SEC Report filed prior to the date of a material fact this Agreement, fairly presents the results of operations, retained earnings or omits to state any material fact required to be stated therein or necessary in order to make cash flows, as the statements case may be, of the Buyer and its Subsidiaries for the periods set forth therein, in light of each case in accordance with GAAP consistently applied during the circumstances under which they were madeperiods involved except, not misleading. Except as disclosed in the SEC Documentscase of unaudited statements, no event has occurred for the related notes and no circumstance exists that has for normal year-end audit adjustments which will not be material in amount or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012effect.

SEC Documents. Since January 1, 2012, the The Company has filed in a timely manner all required reports, ------------- schedules, forms, statements, statements and other documents with the SEC that the Company was required to file under Section 13since July 1, 14(a), and 15(d) of the Exchange Act 1997 (the “"SEC Documents”"). As of their respective filing dates, the SEC Documents complied or will comply in all material respects with the requirements of the Exchange Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and and, as of their respective dates, none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed Filed SEC Document Document, none of the SEC Documents contains, and after giving effect to any such later filed no SEC Documents none filed after the date of this Agreement and prior to the SEC Documents containsEffective Time will contain, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither The financial statements of the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against included in the SEC Documents (including including, in each case, any notes thereto) comply or will comply as to form in all material respects with applicable accounting requirements of the SEC with respect thereto, have been prepared or will be prepared in accordance with generally accepted accounting principles as in effect at the time of application thereof ("GAAP") (except, in the financial statements included therein)case of unaudited statements, as permitted by Form 10-Q of the SEC and other SEC rules and regulations) applied on a consistent basis during the periods involved (ii) except as disclosed in Schedule 2.6, and (iii) for current liabilities incurred may be indicated in the ordinary course notes thereto) and fairly present in all material respects, or will fairly present in all material respects, the consolidated financial position of business since December 31the Company and its subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, 2012in the case of unaudited statements, to normal year-end audit adjustments).

SEC Documents. Since January 1Financial StatementsIn the two (2) years preceding the date hereof, 2012, the Company Bxxxx has filed in a timely manner all required registration statements, prospectuses, reports, schedules, forms, statements, statements and other documents with the SEC that the Company was (including exhibits and schedules thereto and all other information incorporated by reference) required to file under be filed or furnished by Buyer with or to the SEC, including pursuant to Section 13, 14(a), and 13(a) or 15(d) of the Exchange Act Act, together with any amendments, restatements or supplements thereto (collectively referred to herein as the “SEC Documents”). As of their respective filing dates, the SEC Documents complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations promulgated thereunder. None of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none Each of the SEC Documents containsconsolidated financial statements of Buyer (including, and after giving effect to any such later filed SEC Documents none of the SEC Documents containsin each case, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (inotes thereto) as disclosed or reserved against included in the SEC Documents comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such consolidated financial statements have been prepared in accordance with US GAAP during the periods involved (including except as may be otherwise specified in such financial statements or the notes thereto, or, in the case of unaudited financial statements included thereinmay not contain all footnotes required by US GAAP), (ii) and fairly present in all material respects the financial position of Buyer and its consolidated subsidiaries as disclosed in Schedule 2.6of and for the respective dates thereof and the results of operations and cash flows for the respective periods then ended, and (iii) for current liabilities incurred subject, in the ordinary course case of business since December 31unaudited statements, 2012to normal, immaterial, year-end audit adjustments. Except as set forth in Section 3.2.6 of the Buyer Disclosure Schedule, Bxxxx has received no notices or correspondence from the SEC for the two (2) years preceding the date hereof.

SEC Documents. Since January 1, 2012, the Company has (a) Quest and its Subsidiaries have filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that the Company was all documents (including exhibits and any amendments thereto) required to file under Section 13be so filed by them since December 31, 14(a)2004 (each registration statement, report, proxy statement or information statement (other than preliminary materials) they have so filed, each in the form (including exhibits and 15(dany amendments thereto) of filed with the Exchange Act (SEC, collectively, including the filings made by MLP, the “SEC DocumentsQuest Reports”). As of their its respective filing datesdate, the SEC Documents each Quest Report (i) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except for any statements in any Quest Report that have been modified by an amendment to such report filed with the SEC prior to date hereof. Except as set forth in Section 6.7(a) of the Quest Disclosure Letter, each of the consolidated balance sheets included in or incorporated by reference into the Quest Reports (including related notes and schedules) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly presents in all material respects the consolidated financial position of Quest and its Subsidiaries (or such entities as indicated in such balance sheet) as of its date, and each of the consolidated statements of operations, cash flows and changes in stockholders’ equity included in or incorporated by reference into the Quest Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of Quest and its Subsidiaries (or such entities as indicated in such balance sheet) for the periods set forth therein (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal, recurring year-end audit adjustments which are not material in the aggregate), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent set forth on the consolidated balance sheet of Quest and its Subsidiaries included in the most recent Quest Report filed prior to the date of this Agreement that information contained in any SEC Document has been revised or superseded by includes such a later filed SEC Document none balance sheet, including all notes thereto, as of the SEC Documents containsdate of such balance sheet, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company neither Quest nor any of its subsidiaries has Subsidiaries had any liabilities or obligations or liabilities of any nature (whether known or unknownaccrued, and whether absolute, accrued, contingent or otherwise)) that would be required to be reflected on, except (i) as disclosed or reserved against in, a consolidated balance sheet of Quest or in the SEC Documents (including notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations which, individually or in the financial statements included therein)aggregate, (ii) as disclosed in Schedule 2.6, have not had and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012are not reasonably likely to have a Quest Material Adverse Effect.

SEC Documents. Since January 1, 2012, (i) The Common Stock of the Company is registered pursuant to Section 12(b) of the Exchange Act and the Company has filed in a timely manner all required reports, schedules, forms, statements, statements and other documents required to be filed by it with the SEC that pursuant to the Company was required to file under Section 13, 14(a), and 15(d) reporting re quirements of the Exchange Act Act, including material filed pursuant to Section 13(a) or 15(d), in addition to one or more registration statements and amendments thereto heretofore filed by the Company with the SEC. The Company has delivered or made available to the Purchaser true and complete copies of (i) its annual reports on Form 10-K and quarterly reports on Form 10-Q for its 1995 and 1996 fiscal years, (ii) proxy statements, information and solicitation materials filed by the “Company with the SEC since January 1, 1996, and (iii) each other report, registration statement, proxy statement and other document filed with the SEC since the filing of its most recent Form 10-K (all of the foregoing, collectively, the "SEC Documents”"). The Company has not provided to the Purchaser any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. (ii) As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Actand other federal, as the case may bestate and local laws, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none of the SEC Documents contains, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwisem), except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012.

SEC Documents. Since January 1, 2012, the Company has filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that the Company was required to file under Section 13, 14(a), and 15(d) of the Exchange Act (the “SEC Documents”). As of their respective filing dates, each registration statement, report, proxy statement or information statement (as defined in Regulation 14C under the SEC Documents Exchange Act) of the Company prepared by the Company since January 1, 1995, in the form (including exhibits and any amendments thereto) filed with the Securities & Exchange Commission (the "SEC"), (collectively, the "Company Reports") (i) complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may beExchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none Each of the SEC Documents containsbalance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of the Company and its Subsidiaries as of its date, and after giving effect to any such later filed SEC Documents none each of the SEC Documents containsstatements of earnings, changes in shareholders' equity and cash flows included in or incorporated by reference into the Company Reports (including any untrue statement related notes and schedules) fairly presents in all material respects the results of a material fact operations, retained earnings or omits to state any material fact required to be stated cash flows, as the case may be, of the Company and its Subsidiaries for the periods set forth therein or necessary in order to make the statements therein(subject, in light the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the circumstances under which they were madeperiods involved, not misleading. Except except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably may be expected to have a Company Material Adverse Effectnoted therein. Neither the Company nor any of its subsidiaries Subsidiaries has any liabilities or obligations or liabilities of any nature (whether known or unknownaccrued, and whether absolute, accrued, contingent or otherwise), except (ia) as disclosed set forth in the Company Reports, (b) liabilities or obligations reflected on, or reserved against in, a balance sheet of the Company or in the SEC Documents (including notes thereto, prepared in accordance with GAAP consistently applied and included in the financial statements included therein), (ii) as disclosed in Schedule 2.6Company Reports, and (iiic) for current liabilities or obligations incurred in the ordinary course of business since December 31, 2012which are not reasonably likely to have a Company Material Adverse Effect.

SEC Documents. Since January 1, 2012, Parent has made available to the Company has each registration statement, report, proxy statement or information statement (other than preliminary materials) filed in a timely manner all required reports, schedules, forms, statements, and other documents by Parent with the SEC that since September 30, 1996, each in the Company was required to file under Section 13form (including exhibits and any amendments thereto) filed with the SEC (collectively, 14(a), and 15(d) of the Exchange Act (the “SEC Documents”"Parent Reports"). As of their respective filing dates, the SEC Documents complied Parent Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Exchange Act or the Securities Act, as the case may beExchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none set forth on the consolidated balance sheet of the SEC Documents containsParent and its Subsidiaries at September 30, and after giving effect to any 1997, including all notes thereto, as of such later filed SEC Documents none of the SEC Documents containsdate, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company neither Parent nor any of its subsidiaries has Subsidiaries had any liabilities or obligations or liabilities of any nature (whether known or unknownaccrued, and whether absolute, accrued, contingent or otherwise)) that would be required to be reflected on, except (i) as disclosed or reserved against in, a balance sheet of Parent or in the SEC Documents (including notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations which would not have, individually or in the financial statements included therein)aggregate, (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012.a Parent Material Adverse Effect. SECTION 6.8

SEC Documents. FINANCIAL STATEMENTS. Since January 1, 20122001, the Company has filed in a timely manner all required reports, schedules, forms, statements, statements and other documents required to be filed by it with the SEC that the Company was required to file under Section 13, 14(a), and 15(d) of the Securities Exchange Act of 1934, as amended (the “"1934 ACT") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC DOCUMENTS"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true and coxxxxxx xxxxxx xx the SEC Documents”). As Except for the letter from the SEC dated April 26, 2002, as of their respective filing dates, the financial statements of the Company disclosed in the SEC Documents (the "FINANCIAL STATEMENTS") complied as to form in all material respects with the applicable accounting requirements of the Exchange Act or the Securities Act, as the case may be, and the published rules and regulations of the SEC promulgated thereunder applicable with respect thereto. Such financial statements have been prepared in accordance with 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 such the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted including, without limitation, information referred to state a material fact required to be stated therein or necessary in order to make the statements thereinthis Agreement, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none of the SEC Documents contains, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012.

SEC Documents. Since Lunn has made available to TPG each registration statement, report, proxx xxatement or information statement (other than preliminary materials) filed by Lunn with the SEC since January 1, 20121994, each in the Company has form (including exhxxxxs and any amendments thereto) filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that (collectively, the Company was required to file under Section 13, 14(a"LUNN SEC REPORTS"), and 15(d) . Each of the Exchange Act (the “Lunn SEC Documents”). As Reports, as of their respective filing datesxxxes, the SEC Documents complied (i) were prepared in all material xxxerial respects in accordance with the applicable requirements of the Exchange Act or the Securities Act, as the case may beExchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings prior to the date hereof. Each of the consolidated balance sheets of Lunn included in or incorporated by reference into the Lunn SEC Reports (xxxluding the related notes and schedules) fairly presxxxx the consolidated financial position of Lunn and its Subsidiaries as of its date and each of the consolidated stxxxxents of income, cash flows and changes in stockholders' equity ("RETAINED EARNINGS") of Lunn included in or incorporated by reference into the Lunn SEC Reports (xxxluding any related notes and schedules) fairly presxxxx the results of operations, cash flows Exhibits - 16 or retained earnings, as the case may be, of Lunn and its Subsidiaries for the periods set forth therein (subject, in xxx case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments), in each case in accordance with GAAP, except as may be noted therein. Except as and to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none set forth on the consolidated balance sheet of the SEC Documents containsLunn and its Subsidiaries at December 31, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains1996, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements thereinincluding all notes therxxx, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company neither Lunn nor any of its subsidiaries Subsidiaries has any liabilities or obligations or liabilities of any nature axx xature (whether known or unknownaccrued, and whether absolute, accrued, contingent or otherwise)) that would be required to be reflected on, except (i) as disclosed or reserved against in, a balance sheet of Lunn or in the SEC Documents (including notes thereto prepared in accordance with GAAP, other thax xxabilities or obligations which would not have, individually or in the financial statements included therein)aggregate, (ii) as disclosed in Schedule 2.6, a Material Adverse Effect and (iii) for current liabilities incurred and obligations arising in the ordinary course of business since December 31, 2012such date.

SEC Documents. Since (a) New York and its Subsidiaries have filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by them since January 1, 2012, the Company has filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that the Company was required 2010 pursuant to file under Section 13Sections 13(a), 14(a), ) and 15(d) of the Exchange Act Act, and have made available to London each registration statement, report, proxy statement or information statement (other than preliminary materials) they have so filed, each in the form (including exhibits and any amendments thereto) as filed with the SEC (collectively, the “SEC DocumentsNew York Reports”). As of their its respective filing datesdate, the SEC Documents each New York Report (i) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except for any statements in any New York Report that have been modified by an amendment to such report filed with the SEC prior to the date hereof. Each of the consolidated balance sheets included in or incorporated by reference into the New York Reports (including related notes and schedules) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly presents in all material respects the consolidated financial position of New York and its Subsidiaries (or such entities as indicated in such balance sheet) as of its date, and each of the consolidated statements of operations, cash flows and changes in stockholders’ equity included in or incorporated by reference into the New York Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of New York and its Subsidiaries (or such entities as indicated in such balance sheet) for the periods set forth therein (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal, recurring year-end audit adjustments which are not material in the aggregate), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Except as and to the extent set forth on the consolidated balance sheet of New York and its Subsidiaries included in the most recent New York Report filed prior to the date of this Agreement that information contained in any SEC Document has been revised or superseded by includes such a later filed SEC Document none balance sheet, including all notes thereto, as of the SEC Documents containsdate hereof, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company neither New York nor any of its subsidiaries Subsidiaries has any liabilities or obligations or liabilities of any nature (whether known or unknownaccrued, and whether absolute, accrued, contingent or otherwise)) that would be required to be reflected on, except (i) as disclosed or reserved against in, a consolidated balance sheet of New York or in the SEC Documents (including notes thereto prepared in the financial statements included therein)accordance with GAAP consistently applied, (ii) as disclosed in Schedule 2.6, and (iii) for other than current liabilities incurred in the ordinary course of business or liabilities or obligations which, individually or in the aggregate, are not and are not reasonably likely to be material in nature. To the knowledge of the New York Parties, as of the date of this Agreement, none of the New York Reports is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the New York Reports. There has been no material correspondence between the SEC and New York since December 31January 1, 20122010 through the date of this Agreement that is not available on the SEC’s Electronic Data Gathering and Retrieval database.

SEC Documents. Since January 1The Company has furnished to each Purchaser, 2012a true and complete copy of the Company's Annual Report on Form 10-K for the year ended December 31, 1997, the Company has filed in a timely manner all required reportsCompany's Quarterly Report on Form 10-Q for the three months ended March 31, schedules1998, formsthe Company's Quarterly Report on Form 10-Q for the three months ended June 30, statements1998, and any other documents statement, report, registration statement (other than registration statements on Form S-8) or definitive proxy statement filed by the Company with the SEC that during the period commencing June 30, 1998 and ending on the date hereof. The Company will, promptly upon the filing thereof, also furnish to each Purchaser all statements, reports (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K), registration statements and definitive proxy statements filed by the Company was with the SEC during the period commencing on the date hereof and ending on the Closing Date (all such materials required to file under be furnished to each Purchaser pursuant to this sentence or pursuant to the next preceding sentence of this Section 133.5 being called, 14(a)collectively, and 15(d) of the Exchange Act (the “"SEC Documents”"). As of their respective filing dates, the SEC Documents complied or will comply in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documentsapplicable, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Except , as of their respective filing dates, except to the extent corrected by a subsequently filed SEC Document. The Company has, during the period that information contained in any SEC Document the Company has been revised subject to the requirements of Section 12 or superseded by a later filed SEC Document none 15(d) of the SEC Documents containsExchange Act, filed in a timely manner all reports and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a other material fact or omits to state any material fact required to be stated therein filed by it pursuant to Section 13, 14 or necessary in order to make the statements therein, in light 15(d) of the circumstances under which they were made, Exchange Act. The Company has not misleading. Except as disclosed in filed any amendment to its Annual Report on Form 10-K for the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since year ended December 31, 20121997, its Quarterly Report on Form 10-Q for the three months ended March 31, 1998, or its Quarterly Report on Form 10-Q for the three months ended June 30, 1998. As of the date hereof, the Company has not filed any Current Report on Form 8-K for any period ending on the date hereof.

SEC Documents. Since January 1, 2012, the The Company has filed in a timely manner all required reports, schedules, forms, statements, and reports or other documents with the SEC that the Company was filings required to file be filed by it under Section 13Securities Act and the Securities Exchange Act of 1934, 14(aas amended (the “Exchange Act”), and including pursuant to Section 13(a) or 15(d) of thereof, for the Exchange Act three years preceding the date hereof (the foregoing materials being collectively referred to herein as the “SEC Documents”), on a timely basis. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC Securities and Exchange Commission promulgated thereunder applicable to such SEC Documentsthereunder, and none of the SEC Documents Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none The financial statements of the SEC Documents contains, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against included in the SEC Documents (including comply in all material respects with applicable accounting requirements and the published rules and regulations of the Securities and Exchange Commission with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved, except as may be otherwise indicated in such financial statements or the notes thereto, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal year-end audit adjustments. Since the date of the financial statements included thereinin the Company’s last filed Annual Report on Form 10-K and except as disclosed on Schedule 2.1(f), (ii) as there has been no event, occurrence or development that has had a Material Adverse Effect which is not specifically disclosed in Schedule 2.6, and (iii) for current liabilities incurred in any of the ordinary course of business since December 31, 2012SEC Documents.

SEC Documents. (a) Since January 1, 20122010, the Company has filed, or furnished to, the Securities and Exchange Commission (the “SEC”) all documents required to be filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that or furnished by the Company was required under the Securities Act, or the Exchange Act (collectively, the “Company SEC Documents”). None of the Subsidiaries of the Company is, or has at any time been, subject to file under Section 13, 14(a), the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act (the “SEC Documents”)Act. As of their respective filing dates, the Company SEC Documents complied (or with respect to Company SEC Documents filed after the date of this Agreement, will comply) as to form in all material respects with the requirements of the Exchange Securities Act or the Securities Exchange Act, as the case may be, and as of their respective dates and except as amended or supplemented prior to the rules and regulations of date hereof (or with respect to Company SEC Documents filed or furnished after the SEC promulgated thereunder applicable date hereof, except as amended or supplemented prior to such SEC Documentsthe Closing Date), and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except , except that no representation is made by the Company with respect to the extent that information contained supplied by Parent, Sub or their respective Subsidiaries for inclusion in any Company SEC Document has been revised or superseded by a later filed Documents. Each of the audited consolidated financial statements of the Company (including, in each case, any notes thereto) included in the Company SEC Document none Documents (collectively, the “Company Financial Statements”), comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Documents containswith respect thereto, and after giving effect have been prepared in accordance with U.S. GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the results of their operations, cash flows and changes in financial position for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a other adjustments set forth therein that are not material fact in amount or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwisenature), except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012.

SEC Documents. Since January 1, 2012, The Company hereby makes reference to the following documents filed by the Company has filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that Commission, which are available for review on the Company was required to file under Section 13Commission’s website, 14(a)xxx.xxx.xxx (collectively, and 15(d) of the Exchange Act (the “SEC Documents”)): (a) the Annual Report; and (b) the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2014; and any amendments thereto. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained any an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except The financial statements of the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none published rules and regulations of the SEC Documents containswith respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the applicable form under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and after giving effect to any such later filed SEC Documents none fairly present the financial position of the SEC Documents containsCompany as of the dates thereof and its consolidated statements of operations, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make stockholders’ equity and cash flows for the statements thereinperiods then ended (subject, in light the case of the circumstances under unaudited statements, to normal and recurring year-end audit adjustments which they were made, and are not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effectmaterial adverse effect on the Company, its business, financial condition or results of operations). Neither Except as and to the extent set forth on the balance sheet of the Company nor any as of its subsidiaries December 31, 2014, including the notes thereto, the Company has any obligations no liability or liabilities obligation of any nature (whether known or unknownaccrued, and whether absolute, accrued, contingent or otherwiseotherwise and whether required to be reflected on a balance sheet or not), except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012.

SEC Documents. Since January 14.7.1. RG has furnished FMP each registration statement, 2012report, proxy statement or information statement, including all exhibits thereto, prepared by it since September 23, 1993, including, without limitation, (a) its Annual Report on Form 10-K for its fiscal year ended December 31, 1996 (the "RG Balance Sheet Date"), which includes the consolidated balance sheet for RG as of such date (the "RG Balance Sheet") and (b) its proxy statement for its annual meeting of stockholders held on May 7, 1996, each of (a) and (b) in the form (including exhibits and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") and the items in (a) and (b), the Company has filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that the Company was required to file under Section 13, 14(a), and 15(d) of the Exchange Act (the “SEC Documents”)"RG Reports". As of their respective filing dates, the SEC Documents complied RG Reports (including, without limitation, any financial statements or schedules included or incorporated by reference therein) (i) were prepared in all material respects in accordance with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the respective rules and regulations of the SEC promulgated thereunder applicable to such SEC Documentsthereunder, and none of the SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The 1996 and 1995 consolidated financial statements of RG included in or incorporated by reference into the RG Reports (including the related notes and schedules) present fairly, in all material respects, the consolidated financial position of RG at December 31, 1996 and 1995, and the consolidated results of its operations and its cash flows for the years then ended of RG in conformity with GAAP consistently applied during the periods involved. Except as and to the extent that information contained in any SEC Document has been revised set forth on the RG Balance Sheet, including all notes thereto, or superseded by a later filed SEC Document none of the SEC Documents contains, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed set forth in the SEC DocumentsRG Reports, RG has no event has occurred and no circumstance exists that has material liabilities or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknownaccrued, and whether absolute, accrued, contingent or otherwise)) that would be required to be reflected on, except (i) as disclosed or reserved against in, a balance sheet of RG or in the SEC Documents (including notes thereto, prepared in the financial statements included therein)accordance with GAAP consistently applied, (ii) as disclosed in Schedule 2.6, and (iii) for current except liabilities incurred arising in the ordinary course of business since December 31, 2012such date.

SEC Documents. The Company has made available to Parent each registration statement, report, proxy statement or information statement prepared by it since December 31, 1994, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "Company Reports"). Since January 1December 31, 20121994, the Company has filed in a timely manner all not failed to make any required reports, schedules, forms, statements, and other documents filing with the SEC that the Company was required to file under Section 13, 14(a), and 15(d) of the Exchange Act (the “SEC Documents”)on a timely basis. As of their respective filing dates, the SEC Documents complied Company Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Exchange Act or the Securities Act, as the case may beExchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings prior to the date hereof. Each of the consolidated balance sheets of the Company included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Company and its 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 Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none set forth on the consolidated balance sheet of the SEC Documents containsCompany and its Subsidiaries at December 31, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains1995, any untrue statement of a material fact including all notes thereto, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed set forth in the SEC DocumentsCompany Reports, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither neither the Company nor any of its subsidiaries Subsidiaries has any material liabilities or obligations or liabilities of any nature (whether known or unknownaccrued, and whether absolute, accrued, contingent or otherwise)) that would be required to be reflected on, except (i) as disclosed or reserved against in, a balance sheet of the Company or in the SEC Documents (including notes thereto, prepared in the financial statements included therein)accordance with United States generally accepted accounting principles consistently applied, (ii) as disclosed in Schedule 2.6, and (iii) for current except liabilities incurred arising in the ordinary course of business since December 31, 2012such date.

SEC Documents. Since January 1, 2012, the Company has (a) Quest and its Subsidiaries have filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that the Company was all documents (including exhibits and any amendments thereto) required to file under Section 13be so filed by them since December 31, 14(a)2004 (each registration statement, report, proxy statement or information statement (other than preliminary materials) they have so filed, each in the form (including exhibits and 15(dany amendments thereto) of filed with the Exchange Act (SEC, collectively, including the “SEC Documents”filings made by MLP, the "Quest Reports"). As of their its respective filing datesdate, the SEC Documents each Quest Report (i) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except for any statements in any Quest Report that have been modified by an amendment to such report filed with the SEC prior to the date hereof. Except as set forth in Section 6.7(a) of the Quest Disclosure Letter, each of the consolidated balance sheets included in or incorporated by reference into the Quest Reports (including related notes and schedules) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly presents in all material respects the consolidated financial position of Quest and its Subsidiaries (or such entities as indicated in such balance sheet) as of its date, and each of the consolidated statements of operations, cash flows and changes in stockholders' equity included in or incorporated by reference into the Quest Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of Quest and its Subsidiaries (or such entities as indicated in such balance sheet) for the periods set forth therein (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal, recurring year-end audit adjustments which are not material in the aggregate), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent set forth on the consolidated balance sheet of Quest and its Subsidiaries included in the most recent Quest Report filed prior to the date of this Agreement that information contained in any SEC Document has been revised or superseded by includes such a later filed SEC Document none balance sheet, including all notes thereto, as of the SEC Documents containsdate of such balance sheet, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company neither Quest nor any of its subsidiaries has Subsidiaries had any liabilities or obligations or liabilities of any nature (whether known or unknownaccrued, and whether absolute, accrued, contingent or otherwise)) that would be required to be reflected on, except (i) as disclosed or reserved against in, a consolidated balance sheet of Quest or in the SEC Documents (including notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations which, individually or in the financial statements included therein)aggregate, (ii) as disclosed in Schedule 2.6, have not had and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012are not reasonably likely to have a Quest Material Adverse Effect.

SEC Documents. Since January 1, 2012, the (a) The Company has filed in a timely manner all required reports, schedules, forms, statements, reports and other documents required to be filed by it with the SEC that Securities and Exchange Commission ("SEC") since December 31, 1992 (collectively, the "Company was required to file under Section 13, 14(a), and 15(d) of the Exchange Act (the “SEC Documents”Reports"). As of their respective filing dates, the Company Reports and any such reports, forms and other documents filed by the Company with the SEC Documents complied after the date of this Agreement (i) complied, or will comply, as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may beExchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documentsand (ii) did not, and none of the SEC Documents contained or will not, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except The representation in clause (ii) of the preceding sentence shall not apply to any misstatement or omission in any Company Report filed prior to the extent that information contained in any SEC Document has been revised or date of this Agreement which was superseded by a later subsequent Company Report filed SEC Document none prior to the date of this Agreement. No Company Subsidiary is required to file any report, form or other document with the SEC. (b) Each of the SEC Documents containsconsolidated balance sheets of Company included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents the consolidated financial position of Company and the Company Subsidiaries as of its date, and after giving effect to any such later filed SEC Documents none each of the SEC Documents containsconsolidated statements of income, retained earnings and cash flows of Company included in or incorporated by reference into the Company Reports (including any untrue statement related notes and schedules) fairly presents the results of a material fact operations, retained earnings or omits to state any material fact required to be stated cash flows, as the case may be, of Company and the Company Subsidiaries for the periods set forth therein or necessary in order to make the statements therein(subject, in light the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the circumstances under which they were madeperiods involved, not misleading. Except except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably may be expected to have a Company Material Adverse Effectnoted therein. Neither the Company nor any of its subsidiaries the Company Subsidiaries has any liabilities or obligations or liabilities of any nature (whether known or unknownaccrued, and whether absolute, accrued, contingent or otherwise)) that would be required to be reflected on, or reserved against in, a balance sheet of Company or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except for (i) as disclosed liabilities or obligations that were so reserved against on, or reflected in the SEC Documents (including in the financial statements included thereinnotes to), the consolidated balance sheet of the Company as of December 31, 1994 or March 31, 1995; (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred or obligations arising in the ordinary course of business since December 31Xxxxx 00, 2012.0000, (xxx) liabilities or obligations which would not, individually or in the aggregate, have a Company Material Adverse Effect and (iv) payments required as a result of the Reorganization under the acceleration provisions of the terms existing on the date hereof of the Company's employee benefit plans, which acceleration provisions are referred to in the Company Disclosure Letter. A-11

SEC Documents. Since The Company has furnished the Purchaser with a correct and complete copy of each report, schedule and registration statement filed by the Company with the SEC on or after January 1, 20121995 (the "SEC Documents"), which are all the Company has filed in a timely manner all required reports, schedules, forms, statements, and ------------- documents (other documents with the SEC than preliminary material) that the Company was required to file under Section 13, 14(a), and 15(d(or otherwise did file) of with the Exchange Act (the “SEC Documents”)on or after such date. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none of , and the SEC Documents containscomplied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and after giving effect to any such later filed the rules and regulations promulgated by the SEC Documents none thereunder. The financial statements of the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against included in the SEC Documents complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP during the periods involved (including except as may have been indicated in the financial statements included therein)notes thereto or, (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course case of business since December 31the unaudited statements, 2012as permitted by Form 10-Q promulgated by the SEC) and fairly present (subject, in the case of the unaudited statements, to normal audit adjustments) the consolidated financial position of the Company and its Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

SEC Documents. Since January 1, 2012, the The Company has filed in made available to Buyer prior to the execution of this Agreement a timely manner all required reportstrue and complete copy of each form, schedulesreport, formsschedule, statementsregistration statement (as declared effective and any post-effective amendments), definitive proxy statement and other documents (together with all amendments thereof and supplements thereto) filed by the Company or any Company Subsidiary with the SEC since December 31, 1999 (as such documents have since the time of their filing been amended or supplemented, the "Company Reports"), which are all the documents (other than preliminary material) that the Company was or any other Company Subsidiary were required to file under Section 13the Securities Laws since such date. The Company has timely filed all Company Reports since December 31, 14(a), and 15(d) of the Exchange Act (the “SEC Documents”)1999. As of their respective filing dates, the SEC Documents Company Reports (i) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, Laws and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none Each of the SEC Documents contains, audited consolidated financial statements and after giving effect to any such later filed SEC Documents none unaudited interim financial statements ("Financial Statements") of the SEC Documents contains, any untrue statement of a material fact Company included in or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither incorporated by reference into the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in the SEC Documents Reports (including in each case the related notes and schedules) complied as to form in all material respects with the Securities Laws and fairly presents the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income, retained earnings, results of operations and cash flows of the Company included thereinin or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Company and the Company Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), (ii) in each case in accordance with GAAP consistently applied during the periods involved, except as disclosed in Schedule 2.6may be noted therein and except, and (iii) for current liabilities incurred in the ordinary course case of business since December 31the unaudited statements, 2012as permitted by Form 10-Q or Form 8-K of the SEC.

SEC Documents. Since First Avenue has made available to FiberTower each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by it with the Securities and Exchange Commission (“SEC”) since January 1, 20122003, each in the Company has form (including exhibits and any amendments thereto) filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that prior to the Company was required to file under Section 13date hereof (collectively, 14(athe “First Avenue Reports”), and 15(d) of First Avenue has filed all forms, reports and documents required to be filed by it with the Exchange Act (the “SEC Documents”)pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective filing dates, the SEC Documents complied First Avenue Reports (i) were prepared in all material respects accordance with the applicable requirements of the Exchange Act or the Securities Act, as the case may beExchange Act, and the rules and regulations of thereunder and complied with the SEC promulgated thereunder then applicable to such SEC Documents, accounting requirements and none of the SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none Each of the SEC Documents contains, consolidated balance sheets included in or incorporated by reference into the First Avenue Reports (including the related notes and after giving effect to any such later filed SEC Documents none schedules) fairly presents in all material respects the consolidated financial position of First Avenue and its Subsidiaries as of its date and each of the SEC Documents containsconsolidated statements of operations, cash flows and stockholders’ equity included in or incorporated by reference into the First Avenue Reports (including any untrue statement related notes and schedules) fairly presents in all material respects the results of a material fact operations, cash flows or omits to state any material fact required to be stated therein or necessary changes in order to make stockholders’ equity, as the statements case may be, of First Avenue and its Subsidiaries for the periods set forth therein, in light of each case in accordance with generally accepted accounting principles consistently applied during the circumstances under which they were madeperiods involved, not misleading. Except as disclosed except, in the SEC Documentscase of unaudited statements, no event has occurred for year-end audit adjustments and no circumstance exists that has or could reasonably as otherwise may be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included noted therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012.

SEC Documents. Since The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since January 1, 20121994 and prior to the date of this Agreement (the "Company SEC Documents"), which are all the Company has filed in a timely manner all required reports, schedules, forms, statements, and documents (other documents with the SEC than preliminary material) that the Company was required to file under Section 13, 14(a), and 15(d) of with the Exchange Act (the “SEC Documents”)since such date. As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the Exchange Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except The financial statements of the Company included in the Company SEC Documents complied as to form in all material respects with the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none published rules and regulations of the SEC Documents containswith respect thereto, and after giving effect to any such later filed SEC Documents none were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the SEC Documents containsunaudited statements, any untrue statement as permitted by Rule 10-01 of a material fact or omits to state any material fact required to be stated therein or necessary Regulation S-X of the SEC) and fairly present in order to make the statements thereinaccordance with applicable requirements of GAAP (subject, in light the case of the circumstances under unaudited statements, to normal, recurring adjustments, which they were madewill not be material, not misleading. Except as disclosed either individually or in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither aggregate) the consolidated financial position of the Company nor any as of its subsidiaries has any obligations their respective dates and the consolidated results of operations and the consolidated cash flows of the Company for the periods presented therein. The Shares are not listed for trading on a "national securities exchange" (as defined under the Exchange Act) or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in authorized for quotation on the SEC Documents (including in the financial statements included therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012NASDAQ inter-dealer quotation system.

SEC Documents. Since January 1, 2012, the The Company has provided to the Purchaser the Company's Form 10SB filed in a timely manner all required reportswith the Commission on December 12, schedules1997 (the "SEC DOCUMENTS" and, forms, statements, together with the Schedules to this Agreement and other documents with the SEC that and information furnished by or on behalf of the Company was required at any time prior to file under Section 13the Closing, 14(a), the "DISCLOSURE MATERIALS") on a timely basis or has received a valid extension of such time of filing and 15(d) has filed any such SEC Documents prior to the expiration of the Exchange Act (the “SEC Documents”)any such extension. As of their respective filing datesdates and subject to comments by the Commission, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder applicable to such SEC Documentsthereunder, and none of the SEC Documents Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to The financial statements of the extent that information contained Company included in any SEC Document has been revised or superseded by a later filed SEC Document none of the SEC Documents containscomply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto, and after giving effect to any such later filed SEC Documents none fairly present in all material respects the financial position of the SEC Documents containsCompany as of and for the dates thereof and the results of operations and cash flows for the periods then ended, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements thereinsubject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments. Except Since January 1, 1997, except as specifically disclosed in the SEC Documents, (a) there has been no event has occurred and no circumstance exists event, occurrence or development that has had or that could reasonably be expected to have or result in a Company Material Adverse Effect. Neither , (b) the Company nor has not incurred any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except ) other than (ix) as disclosed or reserved against in the SEC Documents (including in the financial statements included therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since consistent with past practice and (y) liabilities not required to be reflected in the Company's financial statements pursuant to GAAP, (c) the Company has not altered its method of accounting or the identity of its auditors and (d) the Company has not declared or made any payment or distribution of cash or other property to stockholders or officers or directors (other than in compliance with existing Company stock option plans) with respect to its capital stock, or purchased, redeemed (or made any agreements to purchase or redeem) any shares of capital stock. The Company last filed audited financial statements with the Commission on December 3112, 20121997, and has not received any comments from the Commission in respect thereof.

SEC Documents. Since Company has made available to Purchaser a ------------- true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company with the SEC since January 1, 20121997 and prior to the date of this Agreement (the "Company SEC Documents"), which are all the Company has filed in a timely manner all required reports, schedules, forms, statements, and documents (other documents with the SEC than preliminary material) that the Company was required to file under Section 13, 14(a), and 15(d) of with the Exchange Act (the “SEC Documents”)since such date. As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the Exchange Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except The financial statements of Company (including, in each case, the notes thereto) included in the Company SEC Documents complied as to form in all material respects with the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none published rules and regulations of the SEC Documents containswith respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and after giving effect present fairly in all material respects and in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to any such later filed SEC Documents normal, recurring adjustments, none of which were or are expected, individually or in the SEC Documents containsaggregate, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary material in order to make amount) the statements consolidated financial position of Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Company and its consolidated Subsidiaries for the periods presented therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012.

SEC Documents. Since The Company has delivered or made available to Buyer each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties (including registration statements covering mortgage pass-through certificates) filed with the SEC since January 1, 20121999, (collectively, the "Company has filed Reports"). The Company Reports, which were filed, in all material respects, with the SEC in a timely manner manner, constitute all required reports, schedules, forms, statements, reports and other documents with the SEC that required to be filed by the Company was required to file under Section 13the Securities Act, 14(a), and 15(d) of the Exchange Act and the rules and regulations promulgated thereunder (the “SEC Documents”"Securities Laws"). As of their respective filing dates, the SEC Documents Company Reports (i) complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, Laws and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none Each of the SEC Documents contains, and after giving effect to any such later filed SEC Documents none consolidated balance sheets of the SEC Documents containsCompany included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Company 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 Reports (including any untrue statement related notes and schedules) fairly presents the results of a material fact operations, retained earnings or omits to state any material fact required to be stated cash flows, as the case may be, of the Company for the periods set forth therein or necessary in order to make the statements therein(subject, in light the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the circumstances under which they were madeunaudited statements, not misleading. Except as disclosed in permitted by Form 10-Q of the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012SEC.

SEC Documents. Since January 1Holly has made available to Frontier each registration statement, 2012repxxx, proxy statement or information statement (other than preliminary materials) filed by Holly with the Company has Securities and Exchange Commission ("SEC") since July 00, 0000, each in the form (including exhibits and any amendments thereto) filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that prior to the Company was required to file under Section 13date hereof (collectively, 14(athe "Holly Reports"), and 15(d) of Holly has filed all forms, reports and documents xxxxired to be filed xx xt with the Exchange Act (the “SEC Documents”)pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective filing dates, the SEC Documents complied Holly Reports (i) were prepared in all material respects accordance with the requirements applicable reqxxxxxents of the Exchange Act or the Securities Act, as the case may beExchange Act, and the rules and regulations of thereunder and complied with the SEC promulgated thereunder then applicable to such SEC Documents, accounting requirements and none of the SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has misleading except for such statements, if any, as have been revised modified or superseded by a later filed subsequent filings with the SEC Document none prior to the date hereof. Each of the SEC Documents containsconsolidated balance sheets included in or incorporated by reference into the Holly Reports (including the related notes and schedules) fairly presxxxx in all material respects the consolidated financial position of Holly and its Subsidiaries as of its date and each of the consolidatex xxxtements of operations, cash flows and stockholders' equity included in or incorporated by reference into the Holly Reports (including any related notes and schedules) fairly presxxxx in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of Holly and its Subsidiaries for the periods set forth therein (subject, xx the case of unaudited statements, to such exceptions as may be permitted by Form 10-Q of the SEC), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein, and after giving effect except that the unaudited interim financial statements were or are subject to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact normal and recurring year-end adjustments which were not or omits to state any material fact required are not expected to be stated therein material in amount or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012effect.

SEC Documents. Since January 1Frontier has made available to Xxxxx each registration statement, 2012report, the Company has proxy statement or information statement (other than preliminary materials) filed in a timely manner all required reports, schedules, forms, statements, and other documents by Frontier with the SEC that since December 31, 2000, each in the Company was required form (including exhibits and any amendments thereto) filed with the SEC prior to file under Section 13the date hereof (collectively, 14(athe “Frontier Reports”), and 15(d) of Frontier has filed all forms, reports and documents required to be filed by it with the Exchange Act (the “SEC Documents”)pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective filing dates, the SEC Documents complied Frontier Reports (i) were prepared in all material respects accordance with the applicable requirements of the Exchange Act or the Securities Act, as the case may beExchange Act, and the rules and regulations of thereunder and complied with the SEC promulgated thereunder then applicable to such SEC Documents, accounting requirements and none of the SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has misleading except for such statements, if any, as have been revised modified or superseded by a later filed subsequent filings with the SEC Document none prior to the date hereof. Each of the SEC Documents containsconsolidated balance sheets included in or incorporated by reference into the Frontier Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Frontier and its Subsidiaries as of its date and each of the consolidated statements of operations, cash flows and stockholders’ equity included in or incorporated by reference into the Frontier Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of Frontier and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to such exceptions as may be permitted by Form 10-Q of the SEC), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein, and after giving effect except that the unaudited interim financial statements were or are subject to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact normal and recurring year-end adjustments which were not or omits to state any material fact required are not expected to be stated therein material in amount or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012effect.

SEC Documents. Since January 1, 2012, the The Company has filed in with the SEC on a timely manner basis all required reports, schedules, forms, statements, statements and other documents required to be filed by it since July 1, 1996 as such documents since the time of filing may have been amended or supplemented (the "COMPANY SEC DOCUMENTS"). No subsidiary of the Company is required to file with the SEC that the Company was required to file under Section 13any report, 14(a)schedule, and 15(d) of the Exchange Act (the “SEC Documents”)form, statement or other document. As of their respective filing dates, the Company SEC Documents complied as to form in all material respects with the requirements of the Exchange Securities Act of 1933, as amended (the "SECURITIES ACT"), or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company for the fiscal quarter ended March 31, 2001 filed with the SEC (the "MARCH FINANCIAL STATEMENTS") and all other financial statements of the Company included in the Company SEC Documents, including in each case the notes thereto (collectively with the March Financial Statements, the "SEC FINANCIAL STATEMENTS") comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and other adjustments described therein). Except as set forth in the March Financial Statements and except as arising hereunder, the Company and its subsidiaries have no liabilities or obligations of any nature (whether absolute, accrued, asserted or unasserted, contingent or otherwise) that would be required to the extent that information contained be reflected on or reserved against in any SEC Document has Financial Statements that are not disclosed, reflected or reserved against in such SEC Financial Statements, except for such liabilities and obligations (i) that have been revised or superseded by a later filed SEC Document none of the SEC Documents containsincurred since March 31, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed 2001 in the SEC Documentsordinary course of business, no event has occurred and no circumstance exists that has (ii) that, individually or could in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither material adverse effect on the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in arising as a result of the ordinary course consummation of business since December 31, 2012the transactions contemplated by this Agreement.

SEC Documents. Since January 1, 2012, the Company Headwaters has filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that the Company was required to file under Section 13since October 1, 14(a)1999 (collectively, and 15(d) of in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the Exchange Act (the “"Headwaters SEC Documents”"). As of their respective filing dates, the Headwaters SEC Documents complied in all material respects with the requirements of the Exchange Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Headwaters SEC Documents. As of their respective dates, and none of the Headwaters SEC Documents (including any and all financial statements therein) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none of the SEC Documents contains, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact or omits failed to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Headwaters included in the Headwaters SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the period involved (except as may be indicated in the notes thereto), and present fairly, in all material respects, the consolidated financial position of Headwaters and its subsidiaries at the respective dates thereof and the consolidated results of operations and cash flows for the periods specified (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed reflected or reserved against in the SEC Documents Headwaters Financial Statements or otherwise disclosed in the Headwaters Disclosure Letter, Headwaters and its subsidiaries have no material liabilities or other obligations (including contingent liabilities and obligations) except, (i) since the date of the most recent audited balance sheet included in the financial statements included therein)Headwaters Financial Statements, (ii) as disclosed in Schedule 2.6, liabilities and (iii) for current liabilities obligations incurred in the ordinary course of business since December 31, 2012or (ii) that would not be required to be reflected or reserved against in the consolidated balance sheet of Headwaters and its subsidiaries prepared in accordance with GAAP.

SEC Documents. Since January 1Prior to the date hereof, 2012PMT has delivered to Bancard copies of all of PMT's Annual Reports on Forms 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as filed with the Company has filed in a timely manner all required reportsSecurities and Exchange Commission ("SEC") since October 26, schedules, forms, statements1996, and other documents with the SEC that the Company was required to file under Section 13its proxy statement dated November 18, 14(a), and 15(d) of the Exchange Act 1996 (the “SEC Documents”"PMT Reports"). As of their respective filing dates, the SEC Documents complied The PMT Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Exchange Act or the Securities Actof 1934, as amended (the case may be, "1934 Act") and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documentsthereunder, and none (ii) as of the SEC Documents contained their respective dates, did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except Each of the consolidated balance sheets included in or incorporated by reference into the PMT Reports (including the related notes and schedules) fairly presents the consolidated financial position of PMT as of its date and each of the consolidated statements of income, retained earnings and cash flows included in or incorporated by reference into the PMT Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows of PMT for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect) in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. These representations shall be deemed to be made with respect to PMT Reports filed subsequent to the extent that information contained in any SEC Document date hereof at the time of their filing. PMT has been revised or superseded by a later filed SEC Document none of the SEC Documents contains, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact made all filings required to be stated therein or necessary filed by PMT under the 1934 Act. Such financial statements have been prepared from the books and records of PMT which accurately and fairly reflect in order to make all material respects the statements therein, in light transactions and dispositions of the circumstances under assets of PMT. As of April 30, 1997 or any subsequent date for which they were madea balance sheet is provided, PMT did not misleading. Except as disclosed in the SEC Documentshave material liabilities, no event has occurred and no circumstance exists that has contingent or could reasonably be expected otherwise, whether due or to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether become due, known or unknown, and whether absolute, accrued, contingent other than as indicated on the balance sheet of such date or otherwise), the notes thereto except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities those incurred in the ordinary course of business since December 31, 2012the date of such balance sheet. PMT has adequately funded all accrued employee benefit costs and such funding (to the date thereof) is reflected in the most recent balance sheet provided to Bancard.

SEC Documents. Since January 1, 2012, the The Company has filed in a timely manner all reports required reportsto be filed by it under the Securities Exchange Act of 1934, schedulesas amended (the "EXCHANGE ACT"), formsincluding pursuant to Section 13(a) or 15(d) thereof, statements, and other documents with for the SEC that two years preceding the date hereof (or such shorter period as the Company was required by law to file under Section 13such material) (the foregoing materials being collectively referred to herein as the "SEC DOCUMENTS" and, 14(a), together with the Schedules to this Agreement and 15(d) any other information furnished by or on behalf of the Exchange Act (Company in connection with the “SEC Documents”)offer and sale of the Securities to the Purchasers, the "DISCLOSURE MATERIALS") on a timely basis, or has received a valid extension of such time of filing. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder applicable to such SEC Documentsthereunder, and none of the SEC Documents Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none The financial statements of the SEC Documents contains, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against included in the SEC Documents (including comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all material respects the financial position of the Company and the Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods shown, subject, in the case of unaudited statements, to normal year-end audit adjustments. Since the date of the financial statements included therein)in the Company's last filed Quarterly Report on Form 10-Q, (ii) as there has been no event, occurrence or development that has had or that could have or result in a Material Adverse Effect which has not been specifically disclosed in Schedule 2.6, and (iii) for current liabilities incurred in writing to the ordinary course of business since December Purchasers by the Company. The Company last filed audited financial statements with the Commission on March 31, 20121998 and has not received any comments from the Commission in respect thereof.

SEC Documents. Since The Buyer has furnished the Seller with each registration statement, Quarterly Report on Form 10-QSB, Current Report on Form 8-K, proxy statement or information statement, including all exhibits thereto, prepared or filed by the Buyer since January 1, 20121997, including, without limitation, (a) its Annual Reports on Form 10-KSB for its fiscal years ended December 31, 1997 (the "Buyer Balance Sheet Date") and 1996 which include the balance sheets of the Buyer (the "Buyer Balance Sheet") as of such dates and the Buyer's Quarterly Reports on Form 10-QSB, and Reports on Form 8-K filed since the filing of such Annual Reports and (b) its proxy statements for its annual meetings of Stockholders held on April 30, 1998 and April 22, 1997, each of (a) and (b) in the form (including exhibits and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") and the items in (a) and (b), the Company has filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that the Company was required to file under Section 13, 14(a), and 15(d) of the Exchange Act (the “SEC Documents”). "Buyer Reports." As of their respective filing dates, the SEC Documents complied Buyer Reports (including, without limitation, any financial statement or schedules included or incorporated by reference therein) (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Exchange Act or of 1934 (the Securities "Exchange Act, as the case may be"), and the respective rules and regulations of the SEC promulgated thereunder applicable to such SEC Documentsthereunder, and none of the SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The 1996 and 1997 financial statements of the Buyer included in or incorporated by reference into the Buyer Reports (including the related notes and schedules) present fairly, in all material respects the financial position of the Buyer as of December 31, 1997 and 1996 and the results of its operations and its cash flows for such fiscal periods, in conformity with generally accepted accounting principles ("GAAP"), consistently applied during the periods involved. Except as and to the extent that information contained in any SEC Document has been revised set forth on the Buyer Balance Sheet, including all notes thereto, or superseded by a later filed SEC Document none of the SEC Documents contains, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed set forth in the SEC DocumentsBuyer Reports, the Buyer has no event has occurred and no circumstance exists that has material liabilities or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknownaccrued, and whether absolute, accrued, contingent or otherwise)) whether or not required to be reflected on, except (i) as disclosed or reserved against in, a balance sheet of the Buyer, prepared in the SEC Documents (including in the financial statements included therein)accordance with GAAP, (ii) as disclosed in Schedule 2.6consistently applied, and (iii) for current except liabilities incurred arising in the ordinary course of business since December 31such date which would not reasonably be expected to have, 2012individually or in the aggregate, a material adverse effect on the Buyer.

SEC Documents. Since January 1June 16, 20121999, the Company has timely filed in a timely manner all required reports, schedules, forms, statements, statements and other documents required to be filed by it with the SEC that pursuant to the Company was required to file under Section 13, 14(a), and 15(d) reporting requirements of the Exchange Act (all of the “foregoing filed prior to the date hereof and after June 16, 1999, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to herein as the "SEC Documents”"). The Company has delivered to the Purchaser true and complete copies of the SEC Documents, except the exhibits and schedules thereto and the documents incorporated therein. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such the SEC Documents, and none of the SEC Documents Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to As of their respective dates, the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none financial statements of the SEC Documents contains, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC applicable with respect thereto. Such financial statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (including except (a) as may be otherwise indicated in such financial statements or the notes thereto, or (b) 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 statements included therein)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, (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course case of business since December 31unaudited statements, 2012to immaterial year-end audit adjustments).

SEC Documents. Since January 1The Company has made available (including via XXXXX) to the Purchaser, 2012a true and complete copy of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002, the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 2003, the Company's Definitive Proxy Statement for the Annual Meeting held on June 3, 2003 and the Company's Current Reports on Form 8-K filed after December 31, 2002 and before the date hereof (all such materials being called, collectively, the "FILED SEC DOCUMENTS"). The Company will, promptly upon the filing thereof, also make available to each Purchaser all statements, reports (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) and definitive proxy statements filed by the Company with the SEC during the period commencing on the date hereof and ending on the Closing Date (all such materials required to be furnished to the Purchaser pursuant to this sentence being called, collectively, the "SEC DOCUMENTS"). The Company has filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that the Company was required to file under Section 13, 14(a), and 15(d) of the Exchange Act (during the “SEC Documents”)12 months preceding the date of this Agreement. As of their respective filing dates, the Filed SEC Documents complied complied, and the SEC Documents will comply, in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations none of the SEC promulgated thereunder applicable to such Filed SEC Documents, as of their respective filing dates, contained, and none of the SEC Documents contained will contain, any untrue statement of a material fact or omitted or omit, as the case may be, to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were or are, as the case may be, made, not misleading. Except , except to the extent that information contained in any SEC Document has been revised or superseded corrected by a later filed subsequent Filed SEC Document none of the SEC Documents contains, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012Document.

SEC Documents. Since January 1The Company has made available to Parent each ------------- registration statement, 2012report, proxy statement or information statement (other than preliminary materials) filed by the Company has filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that since October 31, 1995, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "Company was required to file under Section 13, 14(a), and 15(d) of the Exchange Act (the “SEC Documents”Reports"). As of their respective filing dates, the SEC Documents complied Company Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Exchange Act or the Securities Act, as the case may beExchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. Each of the consolidated balance sheets of the Company included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income, cash flows and changes in stockholders' equity ("retained earnings") of the Company included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents the results of operations, cash flows or retained earnings, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none set forth on the consolidated balance sheet of the SEC Documents containsCompany and its Subsidiaries at October 31, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains1996, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements thereinincluding all notes thereto, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither neither the Company nor any of its subsidiaries Subsidiaries has any liabilities or obligations or liabilities of any nature (whether known or unknownaccrued, and whether absolute, accrued, contingent or otherwise)) that would be required to be reflected on, except (i) as disclosed or reserved against in, a balance sheet of the Company or in the SEC Documents (including notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations which would not have, individually or in the financial statements included therein)aggregate, (ii) as disclosed in Schedule 2.6, a Company Material Adverse Effect and (iii) for current liabilities incurred and obligations arising in the ordinary course of business since December 31, 2012such date.

SEC Documents. Since January 1, 2012, the The Company has filed in a timely manner with the SEC, and has heretofore made available to Parent true and complete copies of, all required forms, reports, schedules, forms, statements, statements and other documents required to be filed with the SEC that by the Company was since January 1, 1998 (together with all information incorporated therein by reference, the "Company SEC Documents"). No subsidiary of the Company is required to file under Section 13any form, 14(a)report, and 15(d) of schedule, statement or other document with the Exchange Act (the “SEC Documents”)SEC. As of their respective filing dates, the Company SEC Documents complied as to form in all material respects with the requirements of the Exchange Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents at the time they were filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except The financial statements (including the related notes) included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none published rules and regulations of the SEC Documents containswith respect thereto, and after giving effect to any such later filed SEC Documents none have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC Documents contains, any untrue statement SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements thereinCompany and its consolidated subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal and recurring year-end audit adjust ments). Except as disclosed set forth in the Company SEC Documents filed and publicly available prior to the date of this Agreement (the "Company Filed SEC Documents") (including the financial statements included therein) and except as arising hereunder, the Company and its subsidiaries have no event has occurred liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities and no circumstance exists obligations that has individually or in the aggregate could not reasonably be expected to have a Company Material Adverse Effect. Neither material adverse effect on the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012Company.

SEC Documents. Since Edge has filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2012, the Company has filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that the Company was required 2000 pursuant to file under Section 13Sections 13(a), 14(a), ) and 15(d) of the Exchange Act Act, and has made available to Xxxxxx each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the “form (including exhibits and any amendments thereto) filed with the SEC Documents”(collectively, the "Edge Reports"). As of their its respective filing datesdate, the SEC Documents each Edge Report (i) complied in all material respects in accordance with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified or superceded by subsequent filings with the SEC prior to the date hereof. Each of the consolidated balance sheets included in or incorporated by reference into the Edge Reports (including the related notes and schedules) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly presents in all material respects the consolidated financial position of Edge and its Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in stockholders' equity included in or incorporated by reference into the Edge Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of Edge and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments which will not be material in effect); and said financial statements (including the 25 related notes and schedules) have been prepared in accordance with generally accepted accounting principles which have been consistently applied throughout the periods covered thereby, except as may be noted therein. Except as and to the extent set forth on the consolidated balance sheet of Edge and its Subsidiaries included in the most recent Edge Report filed prior to the date of this Agreement that information contained in any SEC Document has been revised or superseded by includes such a later filed SEC Document none balance sheet, including all notes thereto, as of the SEC Documents containsdate of such balance sheet, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company neither Edge nor any of its subsidiaries Subsidiaries has any liabilities or obligations or liabilities of any nature (whether known or unknownaccrued, and whether absolute, accrued, contingent or otherwise)) that would be required to be reflected on, except (i) as disclosed or reserved against in, a balance sheet of Edge or in the SEC Documents (including notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations which have not had and could not reasonably be expected to have, individually or in the financial statements included therein)aggregate, (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012an Edge Material Adverse Effect.

SEC Documents. Since January 1the date on which a registration statement with respect to Parent Common Stock became effective with the Securities and Exchange Commission (the "Commission"), 2012, the Company Parent has filed in a timely manner all required reports, schedules, forms, statementsreports, and other documents (including all exhibits, schedules and annexes thereto) required to be filed by Parent with the SEC that Commission (collectively, the Company was required to file under Section 13, 14(a), and 15(d) of the Exchange Act (the “SEC Documents”"Parent Reports"). As Except to the extent that information contained in any Parent Report has been revised or superseded by a later Parent Report filed and publicly available prior to the date of this Agreement, as of their respective filing dates, the SEC Documents complied Parent Reports (a) were (and any Parent Reports filed after the date hereof will be) in all material respects in accordance with the requirements of the Exchange Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documentsthereunder, and none (b) as of their respective filing dates did not (and any Parent Reports filed after the SEC Documents contained date hereof will not) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except The financial statements of Parent included in such reports (or incorporated therein by reference) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and subject to normal year-end adjustments) and fairly present in all material respects the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none financial position of Parent and its consolidated subsidiaries as of the SEC Documents contains, dates thereof and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012periods then ended.

SEC Documents. Since January 1, 2012To the knowledge of the Seller, the Company has filed in a timely manner with the SEC all required reports, schedules, forms, statements, schedules and other documents with the SEC that the Company was required to file under Section 13(collectively, 14(a), and 15(d) of the Exchange Act (the “SEC Documents”)) required to be filed by it pursuant to the Securities Act, and the Exchange Act. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such thereunder, except that certain current reports may not have been timely filed. None of the SEC Documents, and none of at the SEC Documents time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to As of their respective dates, the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none of the SEC Documents contains, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the financial statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against included in the SEC Documents (including the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Except (a) as may be indicated in the notes to the Financial Statements or (b) in the case of the unaudited interim statements, as filed under Form 6-K under the Exchange Act, the Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present in all material respects the consolidated and consolidating financial statements included thereinposition of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end adjustments and footnotes). Except as set forth in the Financial Statements filed with the SEC prior to the date hereof, the Company has no liabilities, whether absolute, contingent or otherwise, other than (iix) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31subsequent to the date of such Financial Statements, 2012(y) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such Financial Statements, which liabilities and obligations referred to in clauses (x) and (y), individually or in the aggregate, are not material to the financial condition or operating results of the Company, and (z) liabilities and obligations incurred in connection with the Closing.

SEC Documents. Since January 1, 2012, the Company has filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that the Company was required to file under Section 13, 14(a), and 15(d) of the Exchange Act (the “SEC Documents”). As of their respective filing dates, each registration statement, report, proxy statement or information statement (as defined in Regulation 14C under the SEC Documents Exchange Act) of Guidant prepared by it since its initial public offering (including, without limitation, the Registration Statement on Form S-1 with respect to its initial offering), in the form (including exhibits and any amendments thereto) filed with the SEC, (collectively, the "Guidant Reports") (i) complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may beExchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none Each of the SEC Documents containsconsolidated balance sheets included in or incorporated by reference into the Guidant Reports (including the related notes and schedules) fairly presents the consolidated financial position of Guidant as of its date, and after giving effect to any such later filed SEC Documents none each of the SEC Documents containsconsolidated statements of income, retained earnings and cash flows included in or incorporated by reference into the Guidant Reports (including any untrue statement related notes and schedules) fairly presents the results of a material fact operations, retained earnings or omits to state any material fact required to be stated cash flows, as the case may be, of Guidant for the periods set forth therein or necessary in order to make the statements therein(subject, in light the case of the circumstances under unaudited statements, to normal year-end audit adjustments which they were made, would not misleading. Except as disclosed be material in the SEC Documents, no event has occurred and no circumstance exists that has amount or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwiseeffect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except (i) as disclosed may be noted therein. Guidant has no liabilities or reserved against in the SEC Documents (including in the financial statements included therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course obligations of business since December 31, 2012.14

SEC Documents. Since January 1Buyer has filed all required forms, 2012reports and documents with the SEC since December 31, 1994 (collectively, the Company has "Buyer SEC Reports") all of which were prepared in accordance with the applicable requirements of the Securities Laws. The Buyer SEC Reports were filed with the SEC in a timely manner and constitute all required reports, schedules, forms, statements, reports and other documents with the SEC that the Company was required to file be filed by Buyer since December 31, 1994 under Section 13, 14(a), and 15(d) of the Exchange Act (the “SEC Documents”)Securities Laws. As of their respective filing dates, the Buyer SEC Documents Reports (i) complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, Laws and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none Each of the consolidated balance sheets of Buyer included in or incorporated by reference into the Buyer SEC Documents contains, Reports (including the related notes and after giving effect to any such later filed SEC Documents none schedules) fairly presents the consolidated financial position of Buyer and the Buyer Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Buyer included in or incorporated by reference into the Buyer SEC Documents containsReports (including any related notes and schedules) fairly presents the results of operations, any untrue statement retained earnings or cash flows, as the case may be, of a material fact or omits to state any material fact required to be stated Buyer and the Buyer Subsidiaries for the periods set forth therein or necessary in order to make the statements therein(subject, in light the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the circumstances under which they were madeunaudited statements, not misleading. Except as disclosed in permitted by Form 10-Q pursuant to Section 13 or 15(d) of the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012Exchange Act.

SEC Documents. Since January 1Prior to the date hereof, 2012PMT has delivered to MHA copies of all of PMT's Annual Reports on Forms 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as filed with the Company has filed in a timely manner all required reportsSecurities and Exchange Commission ("SEC") since June 14, schedules, forms, statements1996, and other documents with the SEC that the Company was required to file under Section 13its proxy statement dated November 14, 14(a), and 15(d) of the Exchange Act 1995 (the “SEC Documents”"PMT Reports"). As of their respective filing dates, the SEC Documents complied The PMT Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Exchange Act or the Securities Actof 1934, as amended (the case may be, "1934 Act") and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documentsthereunder, and none (ii) as of the SEC Documents contained their respective dates, did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except Each of the consolidated balance sheets included in or incorporated by reference into the PMT Reports (including the related notes and schedules) fairly presents the consolidated financial position of PMT as of its date and each of the consolidated statements of income, retained earnings and cash flows included in or incorporated by reference into the PMT Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows of PMT for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect) in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. These representations shall be deemed to be made with respect to PMT Reports filed subsequent to the extent that information contained in any SEC Document date hereof at the time of their filing. PMT has been revised or superseded by a later filed SEC Document none of the SEC Documents contains, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact made all filings required to be stated therein or necessary in order to make filed by PMT under the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 20120000 Xxx.

SEC Documents. Since January 1Buyer has filed all required forms, 2012reports and ------------- documents with the SEC since December 31, 1994 (collectively, the Company has "Buyer SEC Reports") all of which were prepared in accordance with the applicable requirements of the Securities Laws. The Buyer SEC Reports were filed with the SEC in a timely manner and constitute all required reports, schedules, forms, statements, reports and other documents with the SEC that the Company was required to file be filed by Buyer since December 31, 1994 under Section 13, 14(a), and 15(d) of the Exchange Act (the “SEC Documents”)Securities Laws. As of their respective filing dates, the Buyer SEC Documents Reports (i) complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, Laws and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none Each of the consolidated balance sheets of Buyer included in or incorporated by reference into the Buyer SEC Documents contains, Reports (including the related notes and after giving effect to any such later filed SEC Documents none schedules) fairly presents the consolidated financial position of Buyer and the Buyer Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Buyer included in or incorporated by reference into the Buyer SEC Documents containsReports (including any related notes and schedules) fairly presents the results of operations, any untrue statement retained earnings or cash flows, as the case may be, of a material fact or omits to state any material fact required to be stated Buyer and the Buyer Subsidiaries for the periods set forth therein or necessary in order to make the statements therein(subject, in light the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the circumstances under which they were madeunaudited statements, not misleading. Except as disclosed in permitted by Form 10-Q pursuant to Section 13 or 15(d) of the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included therein), (ii) as disclosed in Schedule 2.6, and (iii) for current liabilities incurred in the ordinary course of business since December 31, 2012Exchange Act.