Common use of Company Reports; Financial Statements Clause in Contracts

Company Reports; Financial Statements. (a) The Company has delivered to the Investor a true and complete copy of (i) the Company's Annual Report on Form 10-K for the fiscal years ended August 31, 1996, 1995 and 1994; (ii) the Company's Quarterly Report on Form 10-Q for the periods ended November 30, 1996, February 29, 1997 and May 30, 1997; and (iii) each registration statement, report on Form 8-K and Form 8-A, proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31, 1994, in each case in the form (including financial statements, schedules, exhibits and any amendments thereto) filed with the Commission (collectively, the "SEC Reports"). As of their respective dates, the SEC Reports (i) were timely filed with the Commission; (ii) complied, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Other than the SEC Reports, the Company and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994. (b) Each of (i) the consolidated balance sheets (including the related notes and schedules) included in or incorporated by reference into the SEC Reports fairly presents the consolidated financial position of the Company and its Subsidiaries as of the date thereof, subject, in the case of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements of results of operations), shareholders' equity and cash flows (including the related notes and schedules) included in or incorporated by reference into the SEC Reports fairly presents the results of operations, retained earnings and cash flows, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments and except as permitted by Form 10-Q of the Commission) in each case in accordance with GAAP applied on a consistent basis throughout the periods covered (except as stated therein or in the notes thereto) and in compliance with the rules and regulations of the Commission.

Company Reports; Financial Statements. (ai) The Company has delivered to Parent each registration statement, report, proxy statement or information statement prepared by the Investor a true and complete copy of Company since December 31, 2003, or each such document is available on the SEC’s website, including (i) the Company's ’s Annual Report on Form 10-K for the fiscal years year ended August December 31, 19962003, 1995 and 1994; (ii) the Company's ’s Quarterly Report Reports on Form 10-Q for the periods ended November 30April 3, 19962004, February 29July 3, 1997 2004 and May 30October 2, 1997; and (iii) 2004, each registration statement, report on Form 8-K and Form 8-A, proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31, 1994, in each case in the form (including financial statementsexhibits, schedules, exhibits annexes and any amendments thereto) filed with the Commission SEC (collectively, including any such reports filed subsequent to the "SEC date of this Agreement, the “Company Reports"”). As of their respective datesdates (or, if amended, as of the date of such amendment), the SEC Company Reports (i) were timely did not, and any Company Reports filed with the Commission; (ii) compliedSEC subsequent to the date of this Agreement will not, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Other than the SEC Reports, the Company and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994. (b) Each of (i) the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) included in fairly presents, or incorporated by reference into the SEC Reports will fairly presents present, the consolidated financial position of the Company and its Subsidiaries as of the its date thereof, subject, in the case and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements and of results of operations), shareholders' equity and cash flows (including the related notes and schedules) changes in financial position included in or incorporated by reference into the SEC Company Reports (including any related notes and schedules) fairly presents presents, or will fairly present, the results of operations, retained earnings and cash flowschanges in financial position, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments and except as permitted by Form 10-Q of the Commission) that will not be material in amount or effect), in each case in accordance with GAAP U.S. generally accepted accounting principles (“GAAP”) consistently applied on a consistent basis throughout during the periods covered (involved, except as stated therein or may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the notes theretoExchange Act. (ii) The Company is in compliance in all material respects with (A) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002, and the regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) and in compliance with (B) the applicable listing and corporate governance rules and regulations of the CommissionNasdaq National Market. The Company’s disclosure controls and procedures (as defined in Sections 13a-14(c) and 15d-14(c) of the Exchange Act) effectively enable the Company to comply with, and the appropriate officers of the Company to make all certifications required under, the Xxxxxxxx-Xxxxx Act. To the Knowledge of the Company (as defined in Section 9.13(a)), the Company did not, as of December 31, 2004, and does not, have any “material weaknesses” (as defined in Statement on Auditing Standards No. 60 (codified in Codification of Statements on Auditing Standards AU § 325)) and expects to receive an unqualified opinion from its independent auditors in connection with its Annual Report on Form 10-K for the year ended December 31, 2004.

Company Reports; Financial Statements. (ai) The Company has delivered made available to Cingular each registration statement, report, proxy statement or information statement prepared by it since December 31, 2002 (the Investor a true and complete copy of "Audit Date"), including (ix) the Company's Annual Report on Form 10-K for the fiscal years year ended August December 31, 19962002, 1995 and 1994; (iiy) the Company's Quarterly Report Reports on Form 10-Q for the periods ended November March 31, 2003, June 30, 19962003, February 29, 1997 and May September 30, 1997; and (iii) 2003, each registration statement, report on Form 8-K and Form 8-A, proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31, 1994, in each case in the form (including financial statementsexhibits, schedules, exhibits annexes and any amendments thereto) filed with the Securities and Exchange Commission (collectivelythe "SEC"). The Company has filed and furnished all forms, statements, reports and documents required to be filed or furnished by it with the SEC pursuant to applicable securities statutes, regulations, policies and rules since January 1, 2002 (the forms, statements, reports and documents filed since January 1, 2002, or those filed subsequent to the date of this Agreement, and as amended, the "SEC Company Reports"). As of their respective dates, the SEC The Company Reports (i) were timely filed with the Commission; (ii) complied, prepared in all material respects, respects in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the Securities Act; rules and regulations thereunder and complied in all material respects with the then applicable accounting standards. As of their respective dates (iiiand, if amended, as of the date of such amendment) the Company Reports did not not, and any Company Reports filed with the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Other than the SEC Reports, the Company and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994. (bii) Each of (i) the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) filed prior to the date of this Agreement fairly presents, and, if filed after the date of this Agreement, will fairly present, the consolidated financial position of the Company or any other entity included therein and their respective Subsidiaries, as of its date, and each of the consolidated statements of operations, cash flows and of changes in shareholders' equity included in or incorporated by reference into the SEC Company Reports fairly presents the consolidated financial position of the Company and its Subsidiaries as of the date thereof, subject, in the case of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements of results of operations), shareholders' equity and cash flows (including the any related notes and schedules) included in or incorporated by reference into fairly presents, and, if filed after the SEC Reports date of this Agreement, will fairly presents present, the results of operations, retained earnings and cash flowschanges in financial position, as the case may be, of the Company or any other entity included therein and its their respective Subsidiaries (on a consolidated basis) for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments and except as permitted by Form 10-Q of the Commission) that will not be material in amount or effect), in each case in accordance with GAAP U.S. generally accepted accounting principles ("GAAP") consistently applied on a consistent basis throughout during the periods covered (involved, except as stated therein or may be noted therein. (iii) The management of the Company has (x) implemented disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (y) has disclosed, based on its most recent evaluation, to the Company's outside auditors and the audit committee of the Board of Directors of the Company (A) all significant deficiencies and material weaknesses in the notes theretodesign or operation of internal control over financial reporting (as defined in Rule 13a-15(f) and in compliance with the rules and regulations of the CommissionExchange Act) which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting. A summary of any of those disclosures made by management to the Company's auditors and audit committee is set forth in Section 5.1(e)(iii) of the Company Disclosure Letter. (iv) Since July 30, 2002, (x) through the date hereof, neither the Company nor any of its Subsidiaries nor, to the knowledge of the officers of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or officer of the Company.

Company Reports; Financial Statements. (a) The Company has delivered ------------------------------------- to the Investor a true and complete copy of Parent each registration statement, report, proxy statement or information statement prepared by it since December 31, 1996, including (i) the Company's Annual Report on Form 10-K for the fiscal years year ended August December 31, 1996, 1995 and 1994; (ii) the Company's Quarterly Report Reports on Form 10-Q for the periods ended November 30March 31, 19961997, February 29, 1997 and May June 30, 1997; , and September 30, 1997, and (iii) each registration statement, report the Company's two Current Reports on Form 8-K and Form 8-Adated June 17, proxy statement1997, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31, 1994, in each case in the form (including financial statementsexhibits, schedules, exhibits annexes and any amendments thereto) filed with the Commission SEC (collectively, including any such reports filed subsequent to the date hereof, the "SEC Company Reports"). --------------- As of their respective dates, the SEC Company Reports (i) were timely did not, and any Company Reports filed with the Commission; (ii) compliedSEC subsequent to the date hereof will not, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Other than the SEC Reports, the Company and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994. (b) Each of (i) the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) included in fairly presents, or incorporated by reference into the SEC Reports will fairly presents present, the consolidated financial position of the Company and its Subsidiaries as of the its date thereof, subject, in the case and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements and of results of operations), shareholders' equity and cash flows (including the related notes and schedules) included in or incorporated by reference into the SEC Company Reports (including any related notes and schedules) fairly presents presents, or will fairly present, the results of operations, retained earnings and cash flowschanges in financial position, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments and except as permitted by Form 10-Q of the Commission) that will not be material in amount or effect), in each case in accordance with GAAP generally accepted accounting principles ("GAAP") ---- consistently applied on a consistent basis throughout during the periods covered (involved, except as stated therein or in the notes thereto) and in compliance with the rules and regulations of the Commissionmay be noted therein.

Company Reports; Financial Statements. (a) The Company has delivered to the Investor a true and complete copy of Parent each registration statement, report, proxy statement or information statement prepared by it since January 1, 2000 (the "Audit Date"), including (i) the Company's Annual Report on Form 10-K for the fiscal years year ended August 31January 1, 19962000, 1995 and 1994; (ii) the Company's Current Report on Form 8-K, filed with the SEC xx Xxxxx 0, 0000, (xxx) xxx Company's Form 10-K/A filed with the SEC on May 1, 2000, and (iv) the Company's Quarterly Report on Form 10-Q for the periods quarterly period ended November 30April 1, 19962000, February 29, 1997 and May 30, 1997; and (iii) each registration statement, report on Form 8-K and Form 8-A, proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31, 1994, in each case in the form (including financial statementsexhibits, schedules, exhibits annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") and (v) an unaudited consolidated balance sheet for the Company and its Subsidiaries as of June 1, 2000 (collectively, including any such reports filed subsequent to the date hereof and as amended, the "SEC Company Reports"). As of their respective datesdates (or, if amended, as of the date of such amendment), the SEC Company Reports (i) were timely did not, and any Company Reports filed with the Commission; (ii) compliedSEC subsequent to the date hereof will not, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Other than the SEC Reports, the Company and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994. (b) Each of (i) the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) included in fairly presents, or incorporated by reference into the SEC Reports will fairly presents present, the consolidated financial position of the Company and its Subsidiaries as of the its date thereof, subject, in the case and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements and of results of operations), shareholders' equity and cash flows (including the related notes and schedules) changes in financial position included in or incorporated by reference into the SEC Company Reports (including any related notes and schedules) fairly presents presents, or will fairly present, the results of operations, retained earnings and cash flowschanges in financial position, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments and except as permitted by Form 10-Q of the Commission) that will not be material in amount or effect), in each case in accordance with GAAP generally accepted accounting principles ("GAAP") consistently applied on a consistent basis throughout during the periods covered (involved, except as stated therein or in the notes thereto) and in compliance with the rules and regulations of the Commissionmay be noted therein.

Company Reports; Financial Statements. (a) The Company has delivered made available to the Investor a true and complete copy of Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since December 31, 1995 ("Audit Date"), including, without limitation, (i) the Company's Annual Report on Form 10-K for the fiscal years year ended August December 31, 1996, 1995 and 1994; (ii) the Company's Quarterly Report Reports on Form 10-Q for the periods ended November March 31, 1996 and June 30, 1996, February 29, 1997 and May 30, 1997; and (iii) each registration statement, report on Form 8-K and Form 8-A, proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31, 1994, in each case in the form (including financial statements, schedules, exhibits and any amendments thereto) filed with the Commission SEC (collectively, the "SEC Company Reports"). As To the best knowledge of the Company, as of their respective dates, the SEC Company Reports (i) were timely did not, and any Company Reports filed with the Commission; (ii) compliedSEC subsequent to the date hereof will not, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Other than To the SEC Reportsbest knowledge of the Company, the Company and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994. (b) Each each of (i) the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) included in or incorporated by reference into the SEC Reports fairly presents the consolidated financial position of the Company and its Subsidiaries subsidiaries as of the its date thereof, subject, in the case and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements and of results of operations), shareholders' equity and cash flows (including the related notes and schedules) changes in financial position included in or incorporated by reference into the SEC Company Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and cash flowschanges in financial position, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments and except as permitted by Form 10-Q of the Commission) which will not be material in amount or effect), in each case in accordance with GAAP generally accepted accounting principles consistently applied on a consistent basis throughout during the periods covered (involved, except as stated therein may be noted therein. Other than the Company Reports and the Company's proxy statement filed in connection with its 1996 annual meeting of stockholders, the Company has not filed any other definitive reports or in the notes thereto) and in compliance statements with the rules and regulations of SEC since the CommissionAudit Date.

Company Reports; Financial Statements. (a) The Company has delivered or made available to the Investor a true and complete copy of (i) each registration statement, report, proxy statement or information statement filed with the Securities and Exchange Commission (the "SEC") since September 30, 2000, including the Company's Annual Report on Form 10-K for the fiscal years year ended August 31September 30, 19962000, 1995 and 1994; (ii) the Company's Quarterly Report Reports on Form 10-Q for the periods quarters ended November 30, 1996, February 29, 1997 and May 30, 1997; and (iii) each registration statement, report on Form 8-K and Form 8-A, proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31, 19942000 and March 31, 2001 and the Company's proxy statement dated March 7, 2001 with respect to its annual meeting in each case in the form (including financial statementsexhibits, schedules, exhibits annexes and any amendments thereto) filed with the Commission SEC (collectively, the "SEC Company Reports"). As of their respective dates, the SEC Company Reports (i) were timely filed with the Commission; (ii) complied, complied in all material respects, respects with the applicable requirements of the Exchange Securities Act of 1933, as amended (the "Securities Act") and the Securities Act; Exchange Act of 1934, as amended and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Other than Each of the SEC Reports, balance sheets included in or incorporated by reference into the Company and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994. (b) Each of (i) the consolidated balance sheets Reports (including the related notes and schedules) fairly presents in all material respects the financial position of the Company as of its date and each of the statements of operations, stockholders equity and cash flows included in or incorporated by reference into the SEC Company Reports fairly presents the consolidated financial position of the Company and its Subsidiaries as of the date thereof, subject, in the case of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements of results of operations), shareholders' equity and cash flows (including the any related notes and schedules) included in or incorporated by reference into the SEC Reports fairly presents in all material respects the results of operations, retained earnings net losses and cash flows, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end adjustments and except as permitted by Form 10-Q of the Commission) audit adjustments), in each case in accordance with GAAP generally accepted accounting principles consistently applied on a consistent basis throughout during the periods covered (involved, except as stated may be noted therein or in (the notes thereto) and in compliance with the rules and regulations date of the Commissionmost recently filed balance sheet of the Company is hereinafter referred to as the "Balance Sheet Date").

Company Reports; Financial Statements. (a) The Company has delivered ------------------------------------- to Purchaser each registration statement, schedule, report, proxy statement or information statement required to be filed or otherwise filed with the Investor a true and complete copy of SEC (the "Company Reports") prepared by it since December 31, 1996 (the "Audit Date"), --------------- ---------- including, without limitation, (i) the Company's Annual Report on Form 10-K K/A for the fiscal years year ended August December 31, 1996, 1995 and 1994; (ii) the Company's Quarterly Report Reports on Form 10-Q Q/A for the periods ended November March 31, 1997, June 30, 1996, February 29, 1997 and May September 30, 1997; and , (iii) each registration statementa Definitive Proxy Statement on Schedule 14A dated April 7, report on 1997, (iv) a Form 8-A dated January 6, 1998, and (v) the Form 8-K dated December 31, 1996 and the Form 8-AK dated November 13, proxy statement1997, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31, 1994, in each case in the form (including financial statements, schedules, exhibits and any amendments thereto) filed with the Commission (collectively, the "SEC Reports")SEC. As of their respective dates, the SEC Company Reports (i) were timely filed with the Commission; (ii) complied, complied in all material respects, respects with the applicable requirements of under the Exchange Act and did not, and any Company Reports filed with the Securities Act; and (iii) did not SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Other than the SEC Reports, the Company and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994. (b) Each of (i) the consolidated balance sheets and statements of financial position included in or incorporated by reference into the Company Reports (including the related notes and schedules) included in or incorporated by reference into the SEC Reports fairly presents the consolidated financial position of the Company and its Subsidiaries subsidiaries as of the its date thereof, subject, in the case and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements of results of operations)earnings, shareholdersstockholders' equity and cash flows (including the related notes and schedules) included in or incorporated by reference into the SEC Company Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings stockholders' equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments and except as permitted by Form 10-Q of the Commission) which will not be material in amount or effect), in each case in accordance with GAAP generally accepted accounting principles consistently applied on a consistent basis throughout during the periods covered (involved, except as stated therein may be noted therein. Other than the Company Reports specifically recited above, the Company has not filed any other definitive reports or in the notes thereto) and in compliance statements with the rules and regulations SEC since the Audit Date. The Company will provide Purchaser with the most current draft version of the CommissionCompany's Annual Report on Form 10-K, including documents incorporated therein by reference, for the year ended December 31, 1997, (the "1997 10-K") promptly --------- after preparation of such draft. As soon as practicable after receiving its auditor's opinion with respect to the Company's financial statements for the fiscal year ended December 31, 1997 (the "1997 Financial Statements"), the ------------------------- Company will deliver to Purchaser a copy of such 1997 Financial Statements (including such auditor's opinion) and, either simultaneously therewith or as soon thereafter as is practicable, a copy of the 1997 10-K in substantially the form to be filed with the SEC. The 1997 10-K, as filed with the SEC, will comply with the standards set forth in this Section 6.1(e) for the Company Reports.

Company Reports; Financial Statements. (a) The Company has delivered filed all documents required to be filed on or prior to the Investor a true and complete copy of (i) date hereof by it with the Company's Annual Report on Form 10-K for the fiscal years ended August 31, 1996, 1995 and 1994; (ii) the Company's Quarterly Report on Form 10-Q for the periods ended November SEC since June 30, 1996, February 29, 1997 and May 30, 1997; and (iii) each registration statement, report on Form 8-K and Form 8-A, proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31, 1994, in each case in the form 2002 (including financial statementsexhibits, schedules, exhibits annexes and documents incorporated by reference therein and any amendments thereto) filed with the Commission (collectively, the "SEC Company Reports"). As of their respective datesdates (or, if amended, as of the date of such amendment), the SEC Company Reports (i) were timely filed with the Commission; (ii) complied, complied in all material respects, respects with the applicable requirements of the Exchange Securities Act and the Securities Exchange Act; , as the case may be, each as in effect on the date so filed, and (iiiii) did not not, and all such documents filed with the SEC after the date hereof (the "Subsequent Company Reports") will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Other than the SEC Reports, the Company and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994. (b) Each of (i) the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) included fairly presents, or with respect to the Subsequent Company Reports will fairly present, in or incorporated by reference into the SEC Reports fairly presents all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the its date thereof, subject, in the case and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or operations and consolidated statements of results of operations), shareholders' stockholder's equity and cash flows (including the related notes and schedules) included in or incorporated by reference into the SEC Company Reports (including any related notes and schedules) fairly presents presents, or with respect to the Subsequent Company Reports will fairly present, in all material respects, the consolidated results of operations, retained earnings operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries (on a consolidated basis) for the periods set forth therein (subject, in the each case of unaudited financial statements, to notes and normal year-end audit adjustments and except as permitted by Form 10-Q of the Commission) that are not material in amount), in each case in accordance with GAAP applied as in effect on a consistent basis throughout the periods covered (date of such financial statements, except as stated therein may be indicated in such financial statements or in the notes thereto) and thereto and, in compliance with each case of unaudited financial statements, as permitted by the rules and regulations of the CommissionSEC. (b) Except as set forth in the Company Reports, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations (including Tax liabilities) (whether absolute, accrued, contingent or otherwise), other than liabilities or obligations incurred in the ordinary course of business since June 30, 2002, liabilities or obligations under this Agreement, or liabilities or obligations, that, individually or in the aggregate, would not reasonably be expected to materially impair the ability of the Surviving Corporation to conduct the businesses of the Company and its Subsidiaries substantially in the manner conducted on the date hereof.

Company Reports; Financial Statements. (a) The Company has delivered made ------------------------------------- available to Parent each registration statement, report, proxy statement or information statement filed with the Investor a true and complete copy of SEC by it since October 31, 1997 (i) the "Audit Date"), including the Company's Annual Report on Form 10-K for the fiscal years year ---------- ended August October 31, 1996, 1995 and 1994; 1997 (ii) the Company's Quarterly Report on Form "Company 10-Q for the periods ended November 30, 1996, February 29, 1997 and May 30, 1997; and (iiiK") each registration statement, report on Form 8-K and Form 8-A, proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31, 1994, in each case in the form (including financial statementsexhibits, schedules, exhibits ------------ annexes and any amendments thereto) filed with the Commission SEC (collectively, including any such reports filed subsequent to the date hereof, the "SEC Company Reports"). As --------------- of their respective dates, the SEC Company Reports (i) were timely complied, and any Company Reports filed with the Commission; (ii) compliedSEC after the date hereof will comply, as to form in all material respects, respects with the applicable requirements of the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act; "), and (iii) the Company Reports did not not, -------------- and any Company Reports filed with the SEC after the date hereof will not, at the time of their filing, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Other than the SEC Reports, the Company and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994. (b) Each of (i) the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) included in fairly presents, or incorporated by reference into the SEC Reports will fairly presents present, the consolidated financial position of the Company and its Subsidiaries as of the its date thereof, subject, in the case and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements and of results of operations), shareholders' equity and cash flows (including the related notes and schedules) changes in financial position included in or incorporated by reference into the SEC Company Reports (including any related notes and schedules) fairly presents presents, or will fairly present, the results of operations, retained earnings and cash flowschanges in financial position, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-year- end audit adjustments and except as permitted by Form 10-Q of the Commission) that will not be material in amount or effect), in each case in accordance with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be ---- noted therein. The Company has heretofore made available or promptly will make available to Parent a complete and correct copy of all amendments or modifications (in draft or final form) which are required to be filed with the SEC but have not yet been filed with the SEC to the Company Reports, agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Exchange Act. For purposes of this Agreement, "Balance Sheet" means the consolidated balance sheet of the Company as of ------------- October 31, 1997 set forth in the Company 10-K. Except as set forth in Company Reports filed with the SEC prior to the date hereof or as incurred in the ordinary course of business since the date of the most recent financial statements included in the Company Reports, neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which would be required under GAAP applied to be set forth on a consistent basis throughout consolidated balance sheet of the periods covered (except Company and its subsidiaries taken as stated therein a whole and which individually or in the notes thereto) and in compliance with the rules and regulations of the Commissionaggregate would have a Company Material Adverse Effect.

Company Reports; Financial Statements. The Company and, to ------------------------------------- the extent applicable, each of its then or current Subsidiaries has made all filings required to be made by it with the SEC since January 1, 1998 (a) collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"). The Company has delivered made available to Parent each registration statement, report, proxy statement or information statement filed with the Investor a true and complete copy of SEC by it since October 15, 1997, including, without limitation, (i) the Company's Annual Report on Form 10-K for the fiscal years year ended August December 31, 19961998, 1995 and 1994; as amended on April 5, 1999, (ii) the Company's Quarterly Report Reports on Form 10-Q for the periods quarters ended November March 31, 1999 and June 30, 19961999, February 29, 1997 and May 30, 1997; and (iii) each registration statementthe Company's Proxy Statement filed on April 6, report 1999 and (iv) the Registration Statement on Form 8-K and Form 8-A, proxy statement, information statement or other document, report or statement S-8 filed by the Company or any of its Subsidiaries with the Commission since December 31SEC on May 13, 19941999, in each case all in the form (including financial statementsexhibits, schedules, exhibits annexes and any amendments thereto) filed with the Commission (collectively, the "SEC Reports")SEC. As of their respective dates, the SEC Company Reports (i) were timely complied in all material respects with the requirements of applicable statutes and regulations and did not, and any Company Reports filed with the Commission; (ii) complied, in all material respects, with SEC prior to the applicable requirements Effective Time of the Exchange Act and the Securities Act; and (iii) did not Offer will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Other than Each of the SEC Reports, balance sheets included in or incorporated by reference into the Company and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994. (b) Each of (i) the consolidated balance sheets Reports (including the related notes and schedules) included in presents fairly, or incorporated by reference into will present fairly, the SEC Reports fairly presents the consolidated financial position of the Company and its Subsidiaries as of its date and each of the date thereof, subject, in the case of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements and of results of operations), shareholders' equity and cash flows (including the related notes and schedules) changes in financial position included in or incorporated by reference into the SEC Company Reports fairly (including any related notes and schedules) presents fairly, or will present fairly, the results of operations, retained earnings and cash flowschanges in financial position, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) for the periods set forth therein (except as otherwise noted therein and subject, in the case of unaudited statements, to notes and normal year-end audit adjustments and except as permitted by Form 10-Q of the Commission) that will not be material in amount or effect), in each case in accordance with GAAP generally accepted accounting principles ("GAAP") consistently applied on a consistent basis throughout during the periods covered (involved, except, in the case of unaudited financial statements, as permitted by SEC Form 10-Q, and except as stated therein may be noted therein. Other than the Company Reports specifically recited in clauses (i) through (iv) of the first sentence of this Section 6.1(e), the Company has not, on or in prior to the notes thereto) and in compliance date hereof, filed any other definitive reports or statements with the rules and regulations of the CommissionSEC since December 31, 1998.

Company Reports; Financial Statements. (a) The Company has delivered made available to the Investor a true and complete copy of Parent each registration statement, report, proxy statement or information statement prepared by it since December 31, 2005, including, without limitation, (i) the Company's ’s Annual Report on Form 10-K for the fiscal years year ended August December 31, 1996, 1995 2005 and 1994; (ii) the Company's ’s Quarterly Report Reports on Form 10-Q for the periods ended November March 31, 2006 and June 30, 19962006 (the “Balance Sheet Date”), February 29, 1997 and May 30, 1997; and (iii) each registration statement, report on Form 8-K and Form 8-A, proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31, 1994, in each case in the form (including financial statements, schedules, exhibits and any amendments thereto) filed with the Securities and Exchange Commission (collectively“SEC”). The Company has filed and furnished all forms, statements, reports and documents required to be filed or furnished by it with the SEC pursuant to applicable securities statutes, regulations, policies and rules since January 1, 2003 (the forms, statements, reports and documents filed since January 1, 2003, or those filed subsequent to the date of this Agreement, and as amended, the "SEC “Company Reports"”). As of their respective dates, the SEC The Company Reports (i) were timely filed with the Commission; (ii) complied, prepared in all material respects, respects in accordance with the applicable requirements of the Securities Act and the Exchange Act and complied in all material respects with the Securities Act; then applicable accounting standards. As of their respective dates (and, if amended, as of the date of such amendment), the Company Reports did not, and (iii) did not any Company Reports filed with the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Other than There are no outstanding comment letters or requests for information from the SEC Reports, the with respect to any Company and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994Report. (b) Each of (i) the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) filed prior to the date of this Agreement fairly presents, and, if filed after the date of this Agreement, will fairly present, in each case, in all material respects, the consolidated financial position of the Company or any other entity included therein and their respective Subsidiaries, as of its date, and each of the consolidated statements of operations, cash flows and of changes in stockholders’ equity included in or incorporated by reference into the SEC Company Reports fairly presents the consolidated financial position of the Company and its Subsidiaries as of the date thereof, subject, in the case of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements of results of operations), shareholders' equity and cash flows (including the any related notes and schedules) included fairly presents, and, if filed after the date of this Agreement, will fairly present, in or incorporated by reference into the SEC Reports fairly presents all material respects, the results of operations, retained earnings and cash flowschanges in financial position, as the case may be, of the Company or any other entity included therein and its their respective Subsidiaries (on a consolidated basis) for the periods set forth therein (subject, in the case of unaudited financial statements, to notes and normal year-end audit adjustments and except as permitted by Form 10-Q of the Commission) that will not be material in amount or effect), in each case in accordance with GAAP U.S. generally accepted accounting principles (“GAAP”) consistently applied on a consistent basis throughout during the periods covered (involved, except as stated therein or may be noted therein. The Company: (i) maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) designed to ensure that material information required to be disclosed by the Company in the notes thereto) reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in compliance with the SEC’s rules and regulations forms and is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and (ii) has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date hereof, to the Company’s auditors and the audit committee of the CommissionCompany Board (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has made available to Parent a summary of any such disclosure made by management to the Company’s auditors and audit committee since the Balance Sheet Date.

Company Reports; Financial Statements. The Company and, to the extent applicable, each of its then or current Subsidiaries has made all filings required to be made by it with the SEC since January 1, 1998 (a) collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"). The Company has delivered made available to Parent each registration statement, report, proxy statement or information statement filed with the Investor a true and complete copy of SEC by it since December 31, 1996, including, without limitation, (i) the Company's Annual Report on Form 10-K for the fiscal years year ended August December 31, 19961998, 1995 and 1994; (ii) the Company's Quarterly Report on Form 10-Q for the periods quarter ended November 30March 31, 19961999, February 29as amended, 1997 and May 30, 1997; and (iii) each registration statementthe Company's Proxy Statement filed on April 12, report on Form 8-K and Form 8-A1999, proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31, 1994, in each case all in the form (including financial statementsexhibits, schedules, exhibits annexes and any amendments thereto) filed with the Commission (collectivelySEC. Except as set forth in Schedule 6.1(e), the "SEC Reports"). As as of their respective dates, the SEC Company Reports (i) were timely did not, and any Company Reports filed with the Commission; (ii) complied, in all material respects, with SEC prior to the applicable requirements expiration of the Exchange Act and the Securities Act; and (iii) did not Offer will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Other than the SEC Reports, the Company and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994. (b) Each of (i) the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) included presents fairly, or will present fairly, in or incorporated by reference into the SEC Reports fairly presents all material respects, the consolidated financial position of the Company and its Subsidiaries as of the its date thereof, subject, in the case and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements and of results of operations), shareholders' equity and cash flows (including the related notes and schedules) changes in financial position included in or incorporated by reference into the SEC Company Reports fairly (including any related notes and schedules) presents fairly, or will present fairly, in all material respects, the results of operations, retained earnings and cash flowschanges in financial position, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) for the periods set forth therein (except as otherwise noted therein and subject, in the case of unaudited statements, to notes and normal year-end audit adjustments and except as permitted by Form 10-Q of the Commission) that will not be material in amount or effect), in each case in accordance with GAAP generally accepted accounting principles ("GAAP") consistently applied on a consistent basis throughout during the periods covered (involved, except, in the case of unaudited financial statements, as permitted by SEC Form 10-Q, and except as stated therein may be noted therein. Other than the Company Reports specifically recited in clauses (i) through (v) of the first sentence of this Section 6.1(e), the Company has not, on or in prior to the notes thereto) and in compliance date hereof, filed any other definitive reports or statements with the rules and regulations of SEC since the CommissionAudit Date (as defined in Section 6.1(f)).

Company Reports; Financial Statements. (a) The Company has delivered made available to the Investor Buyer a true and complete copy of of (i) the Company's Annual Report on Form 10-K for the fiscal years ended August December 31, 1997 and 1996, 1995 and 1994; ; (ii) the Company's Quarterly Report on Form 10-Q for the periods ended November March 31, June 30 and September 30, 1996, February 29, 1997 and May 30, 1997; and 1998; (iii) each registration statement, report on Form 8-K and Form 8-AK, proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31, 19941995 and prior to the date hereof, in each case in the form (including financial statements, schedules, exhibits and any amendments thereto) filed with the Commission (items (i) through (iii) collectively, the "SEC Reports"); and (iv) all documents forming part of its public file with the Canadian provincial securities commissions. As of their respective dates, the SEC Reports and any registration statement, report, proxy statement, information statement or other statement filed by the Company with the Commission before the Closing Date ("Subsequent Reports") (i) were were, or will be, as the case may be, timely filed with the Commission; (ii) complied, or will comply, as the case may be, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; , and (iii) did not not, or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Other than the SEC Reports, the The Company has filed all reports and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994required to have been filed as of the date hereof for the Company to register securities for sale on Form S-3 under the Securities Act or any successor form thereto. (b) Each of (i) the consolidated balance sheets (including including, where applicable, the related notes and schedules) included in or incorporated by reference into the SEC Reports and any Subsequent Reports fairly presents presents, or will fairly present, as the case may be, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the date thereof, subject, in the case and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements of results of operations), shareholdersstockholders' equity and cash flows (including the related notes and schedules) included in or incorporated by reference into the SEC Reports or any Subsequent Reports fairly presents or will fairly present as the case may be, in all material respects, the results of operations, retained earnings and cash flows, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) for the periods or as of the dates, as the case may be, set forth therein (subjecttherein, in the case of unaudited statements, to normal year-end adjustments and except as permitted by Form 10-Q of the Commission) in each case in accordance with Canadian GAAP (or U.S. GAAP after the change to U.S. GAAP anticipated if the Continuance is consummated) applied on a consistent basis throughout the periods covered (except as stated therein or or, where applicable, in the notes thereto) and , except in compliance with the rules and regulations each of the Commissionforegoing instances in the case of interim statements for the lack of footnote disclosure.

Company Reports; Financial Statements. Each registration ------------------------------------- statement, schedule, report, proxy statement or information statement prepared by it since December 31, 1999 (a) The Company has delivered to the Investor a true and complete copy of "Audit Date"), including, without limitation, ---------- (i) the Company's Annual Report on Form 10-K for the fiscal years year ended August December 31, 1996, 1995 1999 and 1994; (ii) the Company's Quarterly Report Reports on Form 10-Q for the periods period ended November 30, 1996, February 29, 1997 and May 30, 1997; and (iii) each registration statement, report on Form 8-K and Form 8-A, proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December March 31, 19942000, in each case in the form (including financial statements, schedules, exhibits and any amendments thereto) filed with the Commission SEC (collectively, the "SEC Company Reports")) is available on Xxxxx. --------------- As of their respective dates, the SEC Company Reports (i) were timely did not, and any Company Reports filed with the Commission; (ii) compliedSEC subsequent to the date hereof will not, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Other than the SEC Reports, the Company and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994. (b) Each of (i) the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) included in or incorporated by reference into the SEC Reports fairly presents in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries as of the its date thereof, subject, in the case and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements of results of operations)income, cash flows and changes in shareholders' equity and cash flows (including the related notes and schedules) included in or incorporated by reference into the SEC Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings cash flows and cash flowschanges in shareholders' equity, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments and except as permitted by Form 10-Q of the Commission) which will not be material in amount or effect), in each case in accordance with GAAP generally accepted accounting principles ("GAAP") consistently applied on a consistent basis throughout during the periods covered (---- involved, except as stated therein or in the notes thereto) and in compliance with the rules and regulations of the Commissionmay be noted therein.

Company Reports; Financial Statements. (ai) The Company has delivered to the Investor a true and complete copy of Parent each registration statement, report, proxy statement or information statement prepared by it since December 31, 1996 including (iA) the Company's Annual Report on Form 10-K for the fiscal years year ended August December 31, 19961998 (the "Audit Date"), 1995 and 1994; (iiB) the Company's Quarterly Report on Form 10-Q for the periods period ended November 30, 1996, February 29, 1997 and May 30, 1997; and (iii) each registration statement, report on Form 8-K and Form 8-A, proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December March 31, 1994, in each case 1999 in the form (including financial statementsexhibits, schedules, exhibits annexes and any amendments thereto) filed with the Commission SEC (collectively, including any such reports filed subsequent to the date hereof, the "SEC Company Reports"). As of their respective dates, the SEC Company Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (i) were timely the "Securities Act"), or the Exchange Act, as the case may be, and did not, and any Company Reports filed with the Commission; (ii) compliedSEC subsequent to the date hereof will not, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Other than The financial statements of the Company included in the Company Reports comply in all material respects as to form with applicable accounting requirements and the published rules and regulations of the SEC Reports, the Company and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994. (b) respect thereto. Each of (i) the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) included in fairly presents, or incorporated by reference into the SEC Reports will fairly presents present, the consolidated financial position of the Company and its Subsidiaries as of the its date thereof, subject, in the case and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements and of results of operations), shareholders' equity and cash flows (including the related notes and schedules) changes in financial position included in or incorporated by reference into the SEC Company Reports (including any related notes and schedules) fairly presents presents, or will fairly present, the results of operations, retained earnings and cash flowschanges in financial position, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) for the periods set forth therein (subject, in the case of unaudited statements, to the failure to include all required notes thereto and normal year-end audit adjustments and except as permitted by Form 10-Q of the Commission) that will not be material in amount or effect), in each case prepared in accordance with GAAP generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein. (ii) Each of the Company Insurance Subsidiaries has filed all annual and quarterly statements for the periods beginning January 1, 1996, including all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents required to be filed in connection therewith, required to be filed with or submitted to the appropriate regulatory authorities of the jurisdiction in which it is domiciled or commercially domiciled on a consistent basis throughout forms prescribed or permitted by such authority (collectively, including any such annual or quarterly statements filed subsequent to the date hereof, the "Company SAP Statements"). The Company has delivered to Parent all Company SAP Statements for each Company Insurance Subsidiary each in the form (including exhibits, annexes and any amendments thereto) filed with the applicable domiciliary state insurance regulatory agency. All of the Company SAP Statements for the period beginning January 1, 1998 and Company SAP Statements for the periods beginning January 1, 1996 for the Company Insurance Subsidiaries set forth in Section 5.1(e)(ii) of the Company Disclosure Letter (such Company SAP Statements being collectively referred to herein as the "Company Prepared SAP Statements") were (or will be) prepared in conformity with statutory accounting practices prescribed or permitted by the applicable insurance regulatory authority ("SAP") consistently applied for the periods covered (except as stated therein or thereby, were prepared in the notes thereto) and in compliance accordance with the books and records of the Company or the Company Insurance Subsidiary, as the case may be, and present (or will present) fairly the statutory financial position of such Company Insurance Subsidiaries as at the respective dates thereof and the results of operations of such Subsidiaries for the respective periods then ended. The Company Prepared SAP Statements complied (or will comply) in all material respects with all applicable Laws, rules and regulations when filed, and no material deficiency has been asserted with respect to any Company Prepared SAP Statements by the applicable insurance regulatory body or any other governmental agency or body. Except as indicated therein, all assets that are reflected on the Company Prepared SAP Statements comply with all applicable foreign, federal, state and local statutes and regulations regulating the business and products of insurance and all applicable Insurance Laws (as defined in Section 5.1(i)) with respect to admitted assets and are in an amount at least equal to the Commissionminimum amounts required by Insurance Laws. The statutory balance sheets and income statements included in the Company Prepared SAP Statements have been audited by independent certified public accountants, and the Company has made available to Parent true and complete copies of all audit opinions related thereto. The Company has made available to Parent true and complete copies of all financial examination reports of insurance departments and any insurance regulatory agencies since January 1, 1996 relating to the Company Insurance Subsidiaries and a list of all pending market conduct examinations.

Company Reports; Financial Statements. (a) The Company has delivered filed with the Commission each registration statement, report, proxy statement or information statement required to be filed by it since December 31, 1994 (the Investor a true and complete copy of "Audit Date"), including (i) the Company's Annual Report on Form 10-K for the fiscal years year ended August December 31, 1996, 1995 1994 and 1994; (ii) the Company's Quarterly Report Reports on Form 10-Q for the periods ended November March 31, 1995, June 30, 19961995, February 29, 1997 and May September 30, 1997; and (iii) each registration statement1995, report on Form 8-K and Form 8-A, proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31, 1994, in each case in the form (including financial statements, schedules, exhibits and any amendments thereto) filed with the Commission (collectively, including any such reports filed subsequent to the date hereof, the "SEC Company Reports"). As of their respective dates, the SEC Company Reports (i) were timely did not, and any Company Reports filed with the Commission; (ii) compliedCommission subsequent to the date hereof will not, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleadingmis- leading. Other than Except as disclosed in Section 6.1(e) of the SEC ReportsCompany Disclosure Letter, neither the Company nor any of its Subsidiaries, nor any of their respective assets, businesses, or operations, is as of the date of this Agreement a party to, or is bound or affected by, or receives benefits under any contract or agreement or amendment thereto, that in each case would be required to be filed as an exhibit to a Form 10-K as of the date of this Agreement that has not been filed as an exhibit to a Company Report filed prior to the date of this Agreement. As of their respective dates, the consolidated financial statements included in the Company Reports complied as to form in all material respects with then applicable accounting requirements and its Subsidiaries have not filed or been required to file any other reports or statements with the published rules and regulations of the Commission since December 31, 1994. (b) with respect thereto. Each of (i) the consolidated balance sheets (including the related notes and schedules) included in or incorporated by reference into the SEC Company Reports (includ- ing the related notes and schedules) fairly presents the consolidated financial position of the Company and its Subsidiaries as of the its date thereof, subject, in the case and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements and of results of operations), shareholders' equity and changes in cash flows (including the related notes and schedules) included in or incorporated by reference into the SEC Company Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings operations and changes in cash flows, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end audit adjustments and except as permitted by Form 10-Q of the Commission) that will not be material in amount or effect), in each case in accordance with GAAP U.S. generally accepted accounting principles ("GAAP") consistently applied on a consistent basis throughout during the periods covered (involved, except as stated therein or in the notes thereto) and in compliance with the rules and regulations of the Commissionmay be noted therein.

Company Reports; Financial Statements. The Company and, to the ------------------------------------- extent applicable, each of its then or current subsidiaries, has made all filings required to be made with the SEC since July 1, 1995 (acollectively, including any such reports filed subsequent to the date hereof, the "Company ------- Reports") The and the Company has delivered to Purchaser each registration ------- statement, schedule, report, proxy statement or information statement prepared by it since July 7, 1996 (the Investor a true and complete copy of "Audit Date"), including, without limitation, (i) ---------- the Company's Annual Report on Form 10-K for the fiscal years year ended August 31July 7, 1996, 1995 and 1994; (ii) the Company's Quarterly Report Reports on Form 10-Q for the periods ended November 30October 6, 1996, February 29January 5, 1997 and May 30Xxxxx 0, 1997; and 0000, (iiixxx) each registration statement, report on a Form 8-K and dated March 26, 1997, (iv) a Form 8-AK dated December 5, 1996, (v) a Form 8-K dated September 9, 1996, (vi) a Form 8-K dated June 27, 1996, (vii) a Form S-8 Registration Statement dated December 12, 1996, (viii) a Form S-8 Registration Statement dated November 27, 1996, (ix) a Form S-8 Registration Statement dated July 26, 1996, (x) a Form 11-K for the fiscal year ended December 3, 1995, and (xi) a definitive proxy statementstatement on Schedule 14A dated September 16, information statement or other document1996, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31, 1994, in each case in the form (including financial statements, schedules, exhibits and any amendments thereto) filed with the Commission (collectively, the "SEC Reports")SEC. As of their respective dates, the SEC Company Reports (i) were timely did not, and any Company Reports filed with the Commission; (ii) compliedSEC subsequent to the date hereof will not, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Other than the SEC Reports, the Company and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994. (b) Each of (i) the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) included in or incorporated by reference into the SEC Reports fairly presents the consolidated financial position of the Company and its Subsidiaries subsidiaries as of the its date thereof, subject, in the case and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements and of results of operations), shareholders' equity and cash flows (including the related notes and schedules) changes in financial position included in or incorporated by reference into the SEC Company Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and cash flowschanges in financial position, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments and except as permitted by Form 10-Q of the Commission) which will not be material in amount or effect), in each case in accordance with GAAP generally accepted accounting principles consistently applied on a consistent basis throughout during the periods covered (involved, except as stated therein may be noted therein. Other than the Company Reports specifically recited above, the Company has not, on or in prior to the notes thereto) and in compliance date hereof, filed any other definitive reports or statements with the rules and regulations SEC since the Audit Date. The Company will periodically provide Purchaser with current draft versions of the CommissionCompany's Annual Report on Form 10-K, including documents incorporated therein by reference, for the fiscal year ended July 6, 1997, (the "1997 l0-K") promptly --------- after preparation of such draft. As soon as practicable after receiving its auditor's opinion with respect to the Company's financial statements for the fiscal year ended July 6, 1997 (the "1997 Financial Statements"), the ------------------------- -11- Company will deliver to Purchaser a copy of such 1997 Financial Statements (including such auditor's opinion).

Company Reports; Financial Statements. (a) The Company has delivered timely filed all Company Reports required to the Investor a true and complete copy of (i) the Company's Annual Report on Form 10-K for the fiscal years ended August 31, 1996, 1995 and 1994; (ii) the Company's Quarterly Report on Form 10-Q for the periods ended November 30, 1996, February 29, 1997 and May 30, 1997; and (iii) each registration statement, report on Form 8-K and Form 8-A, proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31, 1994, in each case in the form (including financial statements, schedules, exhibits and any amendments thereto) be filed with the Commission SEC on or prior to the date hereof and will (collectivelysubject to any extensions permitted pursuant to, and in compliance with, Rule 12b-25 of the "Exchange Act) timely file all Company Reports required to be filed with the SEC Reports")after the date hereof and prior to the Effective Time. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. As of their respective dates, or, if amended or restated, as of the SEC date of the last such amendment or restatement, the Company Reports (i) were timely filed with the Commission; (ii) complied, complied or will comply in all material respects, respects with the applicable requirements of the Securities Act or the Exchange Act Act, as the case may be, and the Securities Act; applicable rules and (iii) did not regulations promulgated thereunder, and none of the Company Reports at the time they were filed, or if such Company Reports were amended or restated, at the time of the last such amendment or restatement, contained or will contain any untrue statement of a material fact or omit omitted or omits or will omit, as the case may be, to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were or are made, not misleading. Other than the SEC Reports, the Company and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994. (b) Each of the Chief Executive Officer and Chief Financial Officer has made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the applicable Company Reports filed prior to the date hereof (icollectively, the “Certifications”) and the consolidated balance sheets statements contained in such Certifications are accurate in all material respects as of the filing thereof. (c) The Company has made available (including via the related notes SEC’s XXXXX system, as applicable) to Parent all of the Company Financial Statements and schedulesall material correspondence (if such correspondence has occurred since December 31, 2006) included in or incorporated by reference into between the SEC on the one hand, and the Company and any of the Company’s Subsidiaries, on the other hand (provided that with respect to the Company’s Subsidiaries, the Company has only made available such correspondence as has been determined to be responsive after reasonable inquiry (provided further that there is no correspondence between the SEC and any of the Company’s Subsidiaries that has not been made available to Parent that describes any matter that could reasonably be expected to cause a Company Material Adverse Effect)). As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company Reports. To the Knowledge of the Company, as of the date hereof, none of the Company Reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. All of the Company Financial Statements comply in all material respects with applicable requirements of the Exchange Act and have been prepared in accordance with GAAP (except, in the case of the unaudited statements, as permitted by the rules of the SEC for quarterly statements on Form 10-Q) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly presents present in all material respects the consolidated financial position of the Company at the respective dates thereof and its Subsidiaries as of the date thereof, subject, in the case of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements of results of operations), shareholders' equity its operations and changes in cash flows (including the related notes and schedules) included in or incorporated by reference into the SEC Reports fairly presents the results of operations, retained earnings and cash flows, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) for the periods set forth therein indicated (subject, in the case of unaudited statements, to normal year-year end audit adjustments and except as permitted by Form 10-Q consistent with GAAP). As of the Commission) date hereof, the books and records of Company and its Subsidiaries have been maintained in each case all material respects in accordance with GAAP applied (and any other applicable legal and accounting requirements). As of the date hereof, BDO Xxxxxxx LLP has not resigned or been dismissed as independent public accountants of Company as a result of or in connection with any disagreements with Company on a consistent basis throughout matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (d) The Company and its Subsidiaries have implemented and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the periods covered (except as stated therein or reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Such internal controls are sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. Since January 1, 2006 and through the period ended on September 30, 2009, the Company’s Chief Executive Officer and its Chief Financial Officer have disclosed to the Company’s auditors and the audit committee of the Company Board of Directors all known significant deficiencies and material weaknesses in the notes theretodesign or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, and the Company has provided to Parent copies of, or access to, any material written materials relating to the foregoing. Since January 1, 2006, the Company’s Chief Executive Officer and its Chief Financial Officer have disclosed to the Company’s auditors and the audit committee of the Company Board of Directors any known fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting, and the Company has provided to Parent copies of, or access to, any material written materials relating to the foregoing. The Company has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed in all material respects to ensure that information relating to the Company, including its consolidated Subsidiaries, required to be disclosed in the reports the Company files or submits under the Exchange Act is made known to the Chief Executive Officer and the Chief Financial Officer of the Company by others within those entities. The Chief Executive Officer and the Chief Financial Officer of the Company have concluded that such disclosure controls and procedures are effective at the reasonable assurance level in timely alerting the Company’s Chief Executive Officer and its Chief Financial Officer to material information required to be included in the Company’s periodic reports required under the Exchange Act. (e) The records, systems, controls, data and information of Company and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Company or its Subsidiaries or their accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not have a material adverse effect on Company’s system of internal accounting controls. (f) The Company is, and since enactment of the Xxxxxxxx-Xxxxx Act has been, in compliance in all material respects with the rules and regulations applicable provisions of the CommissionXxxxxxxx-Xxxxx Act. (g) The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K promulgated under the Exchange Act, for senior financial officers, applicable to its principal financial officer, comptroller or principal accounting officer, or persons performing similar functions. The Company has disclosed, by filing a Form 8-K, any change in or waiver of the Company’s code of ethics, to the extent required by Section 406(b) of Xxxxxxxx-Xxxxx Act. To the Knowledge of the Company, there have been no material violations of provisions of the Company’s code of ethics. (h) There are no Liabilities of the Company or any of its Subsidiaries that are material to the Company, are required by GAAP to be set forth on the Company Financial Statements and are not set forth on the Company Financial Statements, other than (i) Liabilities incurred on behalf of the Company under this Agreement and (ii) Liabilities incurred in the ordinary course of business consistent with past practice since December 31, 2008, none of which would reasonably be expected to have a Company Material Adverse Effect.

Company Reports; Financial Statements. (ai) The Company has delivered or made available to Parent each registration statement, report, proxy statement or informa- tion statement prepared by it since December 31, 1994 (the Investor a true and complete copy of "Audit Date"), including (i) the Company's Annual Report on Form 10-K for the fiscal years ended August December 31, 19961994, 1995 and 1994; 1996 and (ii) the Company's Quarterly Report Reports on Form 10-Q for the periods ended November 30, 1996, February 29March 31, 1997 and May June 30, 1997; and (iii) , each registration statement, report on Form 8-K and Form 8-A, proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31, 1994, in each case in the form (including financial statementsexhibits, schedules, exhibits annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date hereof, the "SEC Company Reports"). As of their respective dates, the SEC Company Reports (i) were timely did not, and any Company Reports filed with the Commission; (ii) compliedSEC subsequent to the date hereof will not, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Other than the SEC Reports, the Company and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994. (b) Each of (i) the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) included in fairly presents, or incorporated by reference into the SEC Reports will fairly presents present, the consolidated financial position of the Company and its Subsidiaries as of the its date thereof, subject, in the case and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements and of results of operations), shareholders' equity and cash flows (including the related notes and schedules) changes in xxxxx- cial position included in or incorporated by reference into the SEC Company Reports (including any related notes and sched- ules) fairly presents presents, or will fairly present, the results of operations, retained earnings and cash flowschanges in financial position, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments and except as permitted by Form 10-Q of the Commission) that will not be material in amount or effect), in each case in accordance with GAAP generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein. (ii) Since the Audit Date, LIFECO has filed all annual or quarterly statements, together with all exhibits and schedules thereto, required to be filed with or submitted to the appropriate regulatory authorities of the jurisdiction in which it is domiciled on forms prescribed or permitted by such authority (collectively, the "Company SAP Statements") except for such filings or submissions the failure to so file or submit is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Financial statements included in the Company SAP Statements and prepared on a statutory basis, including the notes thereto, have been prepared in all material respects in accordance with accounting practices prescribed or permitted by applicable state regulatory authorities in effect as of the date of the respective statements, and such accounting practices have been applied on a substantially consistent basis throughout the periods covered (involved, except as stated therein or expressly set forth in the notes or schedules thereto) . Such financial statements present fairly the respective statutory financial positions and in compliance with results of operation of LIFECO as of their respective dates and for the rules and regulations of the Commissionrespective periods presented therein.

Company Reports; Financial Statements. (ai) The Company has delivered to Parent each registration statement, report, proxy statement or consent or information statement prepared by it since March 31, 2000 (the Investor a true and complete copy of "Audit Date"), including (iA) the Company's Annual Report on Form 10-K for the fiscal years year ended August March 31, 19962000, 1995 and 1994; (iiB) the Company's Quarterly Report Reports on Form 10-Q for the periods ended November 30, 1996, February 29, 1997 and May 30, 1997; and (iii) each registration statement, report on Form 8-K and Form 8-A, proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31, 19942000, in each case in the form (including financial statementsexhibits, schedules, exhibits annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date hereof and as amended, the "SEC Company Reports"). As of their respective dates, (or, if amended, as of the SEC date of such amendment) the Company Reports (i) were timely did not, and any Company Reports filed with the Commission; (ii) compliedSEC subsequent to the date hereof will not, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Other than the SEC Reports, the Company and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994. (b) Each of (i) the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) included fairly presents, or (in or incorporated by reference into the SEC case of Company Reports filed after the date of this Agreement) will fairly presents present, the consolidated financial position of the Company and its Subsidiaries as of the its date thereof, subject, in the case and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or earnings, retained earnings and comprehensive earnings and consolidated statements of results of operations), shareholders' equity and cash flows (including the related notes and schedules) of changes in financial position included in or incorporated by reference into the SEC Company Reports (including any related notes and schedules) fairly presents presents, or (in the case of Company Reports filed after the date of this Agreement) will fairly present, the results of operations, retained earnings and cash flowschanges in financial position, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments and that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") con sistently applied during the periods involved, except as permitted by Form 10-Q may be noted therein. (ii) The combined balance sheet and combined statement of earnings included in the audited pro forma statement of the CommissionCompany and its Subsidiaries (excluding the Business (as defined in the Asset Purchase Agreement)) as of March 31, 2000, in each case including the notes and schedules thereto, all included in Section 5.2(f) of the Company Disclosure Letter (the "Audited Pro Forma Financial Statements") and the unaudited pro forma combined balance sheet and combined statements of earnings of the Company and its Subsidiaries (excluding the Business) as of the nine months ended December 31, 2000, in each case including any notes and schedules thereto, all included in Section 5.2(f) of the Company Disclosure Letter (the "Interim Pro Forma Financial Statements") fairly present the combined financial position of the Company and its Subsidiaries (excluding the Business) as of their respective dates and the balance sheet and statement of earnings in the Audited Pro Forma Financial Statements fairly present the results of operations (excluding the Business) for the periods set forth therein, in each case in accordance with GAAP applied and the accounting principles summarized therein, except as may be noted therein, and subject in the case of the Interim Pro Forma Financial Statements to normal year-end adjustments and the absence of footnotes and similar presentation items therein. (iii) Except as set forth in Section 5.2(d) of the Company Disclosure Letter, Section 5.2(f) of the Company Disclosure Letter sets forth (i) the outstanding amount of long term Indebtedness of the Company as of December 31, 2000, and (ii) a list of the Contracts containing the terms of such Indebtedness. "Indebtedness" shall mean, without duplication,(i) all obligations for repayment of borrowed money, including guarantees of such obligations, or for the deferred purchase or acquisition price of property or services (excluding trade accounts payable and accrued liabilities which arise in the ordinary course of business) which are, in accordance with GAAP, includable as a liability on a consistent basis throughout the periods covered (except as stated therein or in the notes thereto) and in compliance with the rules and regulations consolidated balance sheet of the CommissionCompany, and (ii) all amounts representing the capitalization in accordance with GAAP of rentals payable by the Company or a Subsidiary (other than pursuant to a lease under which the Company or a Subsidiary is the lessor).

Company Reports; Financial Statements. (a) The Company has delivered or made available to the Investor a true and complete copy of (i) each registration statement, report, proxy statement or information statement filed with the SEC since December 31, 1995 (the "AUDIT DATE"), including the Company's Annual Report on Form 10-K for the fiscal years year ended August 31, 1996, 1995 and 1994; (ii) the Company's Quarterly Report on Form 10-Q for the periods ended November 30, 1996, February 29, 1997 and May 30, 1997; and (iii) each registration statement, report on Form 8-K and Form 8-A, proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31, 1994, in each case 1995 in the form (including financial statementsexhibits, schedules, exhibits annexes and any amendments thereto) filed with the Commission SEC (collectively, the "SEC ReportsCOMPANY REPORTS") and (ii) an unaudited balance sheet as of the end of the month for each month subsequent to the date of the latest Company Report through and including the month ended July 31, 1996 which included a consolidated balance sheet and the related consolidated statements of income and of changes in financial position for the month(s) then ended (collectively, the "SUBSEQUENT FINANCIAL INFORMATION," and the latest of such unaudited consolidated balance sheets included therein being referred to as the "LATEST BALANCE SHEET"). As of their respective dates, the SEC Company Reports (i) were timely filed with the Commission; (ii) complied, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Other than the SEC Reports, the Company and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994. (b) Each of (i) the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) and each of the unaudited balance sheets included in or incorporated by reference into the SEC Reports Subsequent Financial Information fairly presents in all material respects the consolidated financial position of the Company and its Subsidiaries as of the its date thereof, subject, in the case and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements and of results of operations), shareholders' equity and cash flows (including the related notes and schedules) changes in financial position included in or incorporated by reference into the SEC Company Reports and the Subsequent Financial Information (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings and cash flowschanges in financial position, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end adjustments and except as permitted by Form 10-Q of the Commission) audit adjustments), in each case in accordance with GAAP generally accepted accounting principles ("GAAP") consistently applied on a consistent basis throughout during the periods covered (involved, except as stated therein or in the notes thereto) and in compliance with the rules and regulations of the Commissionmay be noted therein.

Company Reports; Financial Statements. (a) The Company has delivered made ------------------------------------- available to Parent each registration statement, report, proxy statement or information statement filed with the Investor a true and complete copy SEC by it in respect of the fiscal year ended January 1, 2000 (i) the "Audit Date"), including the Company's Annual Report on Form 10-K for the fiscal years year ended August 31January 1, 1996, 1995 and 1994; 2000 (ii) the Company's Quarterly Report on Form "Company 10-Q for the periods ended November 30K"), 1996, February 29, 1997 and May 30, 1997; and (iii) each registration statement, report on Form 8-K and Form 8-A, proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31, 1994, in each case in the form (including financial statementsexhibits, schedules, exhibits annexes and any ------------ amendments thereto) filed with the Commission SEC (collectively, including any such reports filed subsequent to the date hereof, the "SEC Company Reports"). As of --------------- their respective dates, the SEC Company Reports (i) were timely complied, and any Company Reports filed with the Commission; (ii) compliedSEC after the date hereof will comply, as to form in all material respects, respects with the applicable requirements of the Exchange Act and the Securities Act; Act of 1933, as amended, and (iii) the Company Reports did not not, and any Company Reports filed with the SEC after the date hereof will not, at the time of their filing, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Other than the SEC Reports, the Company and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994. (b) Each of (i) the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) included in fairly presents, or incorporated by reference into the SEC Reports will fairly presents present, the consolidated financial position of the Company and its Subsidiaries as of the its date thereof, subject, in the case and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements and of results of operations), shareholders' equity and cash flows (including the related notes and schedules) changes in financial position included in or incorporated by reference into the SEC Reports fairly presents the results of operations, retained earnings and cash flows, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments and except as permitted by Form 10-Q of the Commission) in each case in accordance with GAAP applied on a consistent basis throughout the periods covered (except as stated therein or in the notes thereto) and in compliance with the rules and regulations of the Commission.or

Company Reports; Financial Statements. (ai) The Company has delivered to Parent each registration statement, report, proxy statement or consent or information statement prepared by it since March 31, 2000 (the Investor a true and complete copy of "Audit Date"), including (iA) the Company's Annual Report on Form 10-K for the fiscal years year ended August March 31, 19962000, 1995 and 1994; (iiB) the Company's Quarterly Report Reports on Form 10-Q for the periods ended November 30, 1996, February 29, 1997 and May 30, 1997; and (iii) each registration statement, report on Form 8-K and Form 8-A, proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31, 19942000, in each case in the form (including financial statementsexhibits, schedules, exhibits annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date hereof and as amended, the "SEC Company Reports"). As of their respective dates, (or, if amended, as of the SEC date of such amendment) the Company Reports (i) were timely did not, and any Company Reports filed with the Commission; (ii) compliedSEC subsequent to the date hereof will not, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Other than the SEC Reports, the Company and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994. (b) Each of (i) the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) included fairly presents, or (in or incorporated by reference into the SEC case of Company Reports filed after the date of this Agreement) will fairly presents present, the consolidated financial position of the Company and its Subsidiaries as of the its date thereof, subject, in the case and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or earnings, retained earnings and comprehensive earnings and consolidated statements of results of operations), shareholders' equity and cash flows (including the related notes and schedules) of changes in financial position included in or incorporated by reference into the SEC Company Reports (including any related notes and schedules) fairly presents presents, or (in the case of Company Reports filed after the date of this Agreement) will fairly present, the results of operations, retained earnings and cash flowschanges in financial position, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments and that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as permitted by Form 10-Q may be noted therein. (ii) The combined balance sheet and combined statement of earnings included in the audited pro forma statement of the CommissionCompany and its Subsidiaries (excluding the Business (as defined in the Asset Purchase Agreement)) as of March 31, 2000, in each case including the notes and schedules thereto, all included in Section 5.2(f) of the Company Disclosure Letter (the "Audited Pro Forma Financial Statements") and the unaudited pro forma combined balance sheet and combined statements of earnings of the Company and its Subsidiaries (excluding the Business) as of the nine months ended December 31, 2000, in each case including any notes and schedules thereto, all included in Section 5.2(f) of the Company Disclosure Letter (the "Interim Pro Forma Financial Statements") fairly present the combined financial position of the Company and its Subsidiaries (excluding the Business) as of their respective dates and the balance sheet and statement of earnings in the Audited Pro Forma Financial Statements fairly present the results of operations (excluding the Business) for the periods set forth therein, in each case in accordance with GAAP applied and the accounting principles summarized therein, except as may be noted therein, and subject in the case of the Interim Pro Forma Financial Statements to normal year-end adjustments and the absence of footnotes and similar presentation items therein. (iii) Except as set forth in Section 5.2(d) of the Company Disclosure Letter, Section 5.2(f) of the Company Disclosure Letter sets forth (i) the outstanding amount of long term Indebtedness of the Company as of December 31, 2000, and (ii) a list of the Contracts containing the terms of such Indebtedness. "Indebtedness" shall mean, without duplication,(i) all obligations for repayment of borrowed money, including guarantees of such obligations, or for the deferred purchase or acquisition price of property or services (excluding trade accounts payable and accrued liabilities which arise in the ordinary course of business) which are, in accordance with GAAP, includable as a liability on a consistent basis throughout the periods covered (except as stated therein or in the notes thereto) and in compliance with the rules and regulations consolidated balance sheet of the CommissionCompany, and (ii) all amounts representing the capitalization in accordance with GAAP of rentals payable by the Company or a Subsidiary (other than pursuant to a lease under which the Company or a Subsidiary is the lessor).

Company Reports; Financial Statements. (a) The Company has delivered filed all forms, reports and documents required to the Investor a true and complete copy of (i) the Company's Annual Report on Form 10-K for the fiscal years ended August 31, 1996, 1995 and 1994; (ii) the Company's Quarterly Report on Form 10-Q for the periods ended November 30, 1996, February 29, 1997 and May 30, 1997; and (iii) each registration statement, report on Form 8-K and Form 8-A, proxy statement, information statement or other document, report or statement be filed by the Company or any of its Subsidiaries it with the Commission SEC since December 31January 1, 1994, in each case in the form (including financial statements, schedules, exhibits and any amendments thereto) filed with the Commission 1994 (collectively, the "SEC Company Reports"). As of their respective dates, the Company Reports and any such reports, forms and other documents filed by the Company with the SEC Reports after the date of this Agreement (i) were timely filed with the Commission; (ii) compliedcomplied when made, or shall comply when made, as to form in all material respects, respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Securities Act; rules and regulations promulgated thereunder and (iiiii) did not when made, or shall not when made, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Other than The representation in clause (ii) of the SEC Reports, preceding sentence does not apply to any misstatement or omission in any Company Report filed prior to the date of this Agreement that was superseded by a subsequent Company and its Subsidiaries have not Report filed or been required prior to file any other reports or statements with the Commission since December 31, 1994date of this Agreement. (b) Each of (i) the The consolidated balance sheets (including the related notes and schedules) included in or incorporated by reference into the SEC Reports fairly presents the consolidated financial position of the Company and its Subsidiaries as of December 31, 1993 and December 31, 1994 and the date thereof, subject, in the case of unaudited statements, to normal year-end adjustments, and (ii) the consolidated related statements of income (or statements of results of operations), changes in shareholders' equity and cash flows (including for the related year ended December 31, 1994, together with the notes and schedules) thereto, are included in or incorporated by reference into the SEC Company's Annual Reports fairly presents on Form 10-K for the results of operationsfiscal years ended December 31, retained earnings 1993 and cash flowsDecember 31, 1994, respectively, as filed with the case may beSEC, and the unaudited consolidated balance sheets of the Company and its Subsidiaries (on a consolidated basis) as of March 31, 1995, June 30, 1995 and September 30, 1995, and the related unaudited statements of operations, changes in shareholders' equity and cash flows for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments and except as permitted by Form 10-Q of the Commission) in each case in accordance with GAAP applied on a consistent basis throughout the periods covered (except as stated therein or in the notes thereto) and in compliance with the rules and regulations of the Commission.then

Company Reports; Financial Statements. (a) The Company has delivered to the Investor a true and complete copy of (i) the Company's Annual Report on Form 10-K for each of the fiscal years ended August 31September 30, 1998, 1997, 1996, 1995 and 1994; (ii) the Company's Quarterly Report on Form 10-Q for each of the periods ended November 30December 31, 19961998 and March 31, February 29, 1997 and May 30, 1997; 1999 and (iii) each registration statement, report on Form 8-K and Form 8-AK, proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31September 30, 19941994 and prior to the date hereof, in each case in the form (including financial statements, schedules, exhibits and any amendments thereto) filed with the Commission (collectively, the "SEC ReportsREPORTS"). As of their respective dates, the SEC Reports and any registration statement, report, proxy statement, information statement or other statement filed by the Company with the Commission before the Initial Closing Date (collectively, the "SUBSEQUENT REPORTS") (i) were was, or will be, as the case may be, timely filed with the Commission; (ii) complied, or will comply, as the case may be, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; , and (iii) did not not, or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Other than the SEC ReportsReports or, with respect to Subsequent Reports required to be filed after the date hereof, such filings as have been made, the Company and its Subsidiaries have has not filed or been required to file any other reports or statements with the Commission since December 31September 30, 1994. (b) Each of (i) the consolidated balance sheets (including the related notes and schedules) included in or incorporated by reference into the SEC Reports or any Subsequent Reports fairly presents presents, or will fairly present, as the case may be, in all material respects, the consolidated financial position of the Company and its Subsidiaries entities to which it applies as of the date thereof, subject, in the case and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements of results of operations), shareholdersstockholders' equity and cash flows (including the related notes and schedules) included in or incorporated by reference into the SEC Reports or any Subsequent Reports, fairly presents or will fairly present, as the case may be, in all material respects, the results of operations, retained earnings and cash flows, as the case may be, of the Company and its Subsidiaries entities to which it applies (on a consolidated basis) for the periods or as of the dates, as the case may be, set forth therein (subjecttherein, in the case of unaudited statements, to normal year-end adjustments and except as permitted by Form 10-Q of the Commission) in each case in accordance with GAAP applied on a consistent basis throughout the periods covered (except as stated therein or in the notes thereto) and in compliance with the rules and regulations of the Commission. (c) The Annual Statements and Quarterly Statements of each Subsidiary of the Company that is required to file such statements (each, a "REGULATED SUBSIDIARY"), as filed with the Department of Insurance, Superintendent of Insurance or similar insurance regulatory authority of the state of domicile of such Regulated Subsidiary (with respect to each Regulated Subsidiary, its "APPLICABLE INSURANCE DEPARTMENT") for the fiscal year ended September 30, 1998 and the quarters ended December 31, 1998 and March 31, 1999, respectively, together with any notes, exhibits and schedules thereto, have been prepared in accordance with the accounting practices prescribed or permitted by the Applicable Insurance Department for purposes of financial reporting to the applicable state's insurance regulators ("STATE STATUTORY ACCOUNTING PRACTICES"), and such accounting practices have been applied on a basis consistent with State Statutory Accounting Practices throughout the periods involved, except as expressly set forth in any notes, exhibits and schedules thereto. (d) The regulatory capital funding requirements of the Regulated Subsidiaries are, in all material respects, as previously disclosed by the Company to the Investor (the "CAPITAL FUNDING REQUIREMENTS DISCLOSURE"). (e) The Company is eligible to register securities for offer and sale on Form S-3 under the Securities Act.

Company Reports; Financial Statements. (a) The Company has delivered made ------------------------------------- available to the Investor Purchasers a true and complete copy of (i) the Company's Annual Report on Form 10-K for the fiscal years year ended August December 31, 19961999, 1995 and 1994; (ii) the Company's Quarterly Report on Form 10-Q for the periods period ended November September 30, 1996, February 29, 1997 and May 30, 1997; 1999 and (iii) each registration statement, report on Form 8-K and Form 8-AK, proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31September 30, 19941999 and prior to the date hereof, in each case in the form (including financial statements, schedules, exhibits and any amendments thereto) filed with the Commission (collectively, the "SEC Reports"). As of their respective dates, the SEC ----------- Reports and any registration statement, report, proxy statement, information statement or other statement filed by the Company with the Commission after the date hereof and before the Closing Date ("Subsequent Reports") (i) were was, or will ------------------ be, as the case may be, timely filed with the Commission; (ii) complied, or will comply, as the case may be, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; , and (iii) did not not, or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Other than the SEC Reports, the Company and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994. (b) Each of (i) the consolidated balance sheets (including the related notes and schedules) included in or incorporated by reference into the SEC Reports fairly presents the consolidated financial position of the Company and its Subsidiaries as of the date thereof, subject, in the case of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements of results of operations), shareholders' equity and cash flows (including the related notes and schedules) included in or incorporated by reference into the SEC Reports fairly presents the results of operations, retained earnings and cash flows, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments and except as permitted by Form 10-Q of the Commission) in each case in accordance with GAAP applied on a consistent basis throughout the periods covered (except as stated therein or in the notes thereto) and in compliance with the rules and regulations of the Commission.

Company Reports; Financial Statements. (a) The ------------------------------------- Company has delivered made available to the Investor a true and complete copy of Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since December 31, 1994 ("Audit Date"), including, without limitation, (i) the Company's Annual Report on Form 10-K for the fiscal years year ended August December 31, 1996, 1995 1994 and 1994; (ii) the Company's Quarterly Report Reports on Form 10-Q for the periods ended November March 31, 1995 and June 30, 19961995, February 29, 1997 and May 30, 1997; and (iii) each registration statement, report on Form 8-K and Form 8-A, proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31, 1994, in each case in the form (including financial statements, schedules, exhibits and any amendments thereto) filed with the Commission SEC (collectively, the "SEC Company Reports"). As To the best knowledge of the Company, as of their respective dates, the SEC Company Reports (i) were timely did not, and any Company Reports filed with the Commission; (ii) compliedSEC subsequent to the date hereof will not, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Other than To the SEC Reportsbest knowledge of the Company, the Company and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994. (b) Each each of (i) the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) included in or incorporated by reference into the SEC Reports fairly presents the consolidated financial position of the Company and its Subsidiaries subsidiaries as of the its date thereof, subject, in the case and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements and of results of operations), shareholders' equity and cash flows (including the related notes and schedules) changes in financial position included in or incorporated by reference into the SEC Company Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and cash flowschanges in financial position, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments and except as permitted by Form 10-Q of the Commission) which will not be material in amount or effect), in each case in accordance with GAAP generally accepted accounting principles consistently applied on a consistent basis throughout during the periods covered (involved, except as stated therein may be noted therein. Other than the Company Reports, the Company has not filed any other definitive reports or in the notes thereto) and in compliance statements with the rules and regulations of SEC since the CommissionAudit Date.

Company Reports; Financial Statements. (ai) The Company has delivered to neither filed nor furnished any forms, statements, certifications, reports or documents with the Investor a true and complete copy of SEC other than (iw) the Company's Annual Report on Form 10-K for the fiscal years ended August 31, 1996, 1995 and 1994; (ii) the Company's Quarterly Report on Form 10-Q for the periods ended November 30, 1996, February 29, 1997 and May 30, 1997; and (iii) each registration statement, report on Form 8-K and Form 8-A, proxy statement, information statement or other document, report or statement Registration of Sale of Securities filed by the Company or any on May 16, 2005, (x) the Registration of its Subsidiaries with Sale of Securities filed by the Commission since December 31Company on August 29, 19942005 as amended on September 15, 2005, (y) the Form S-11 filed by the Company on November 23, 2005 (“S-11”), as amended by the Pre-Effective Amendment No. 1 to the Form S-11 filed by the Company on April 10, 2006 (“Amendment No. 1”) (the documents referred to in each case in the form (including financial statementsw), schedules, exhibits (x) and any amendments thereto(y) filed with the Commission (collectively, the "SEC “Company Reports"). As of their respective dates, ”) and (z) responses to comment letters issued by the SEC Reports (i) were timely filed with in respect of the Commission; (ii) compliedForm S-11 and Amendment No. 1, copies of which have been provided to Parent. Each of the Company Reports, at the time of its filing or being furnished, complied in all material respects, respects with the applicable requirements of the Exchange Securities Act and the Securities Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act; ”), and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (iiior, if amended prior to the date hereof, as of the date of such amendment) the Company Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Other than Except as permitted by the SEC ReportsExchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, the Company and has not, directly or indirectly, including through any of its Subsidiaries have not filed Subsidiaries, extended or been required maintained credit, arranged for the extension of credit or renewed an extension of credit in the form of a personal loan to file or for any other reports executive officer or statements with trustee of the Commission since December 31, 1994Company. (bii) Each of (i) the consolidated balance sheets included in Amendment No. 1 and in the unaudited financial statements of the Company for the quarter ended March 31, 2006 delivered to Parent prior to the date hereof (the “Quarterly Financial Statements”) (including the related notes and schedules) included in or incorporated by reference into the SEC Reports fairly presents in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the its date thereof, subject, in the case and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements of results of operations)income, shareholders' other comprehensive loss, beneficiaries and member equity and cash flows included in Amendment No. 1 and the Quarterly Financial Statements, as applicable (including the any related notes and schedules) included in or incorporated by reference into the SEC Reports ), fairly presents in all material respects the results of operations, retained earnings (loss) and cash flowschanges in financial position, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) such companies for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments and except as permitted by Form 10-Q that are not or, if set forth on financial statements of the Commission) Company prepared after the date hereof, will not be, material in amount or effect), in each case in accordance with GAAP U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. (iii) The Company maintains disclosure controls and procedures that are consistent with those required for reporting companies that are subject to Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are effective to ensure that information that the Company would be required to disclose if the Company were required to file reports under the Exchange Act is recorded and reported on a consistent timely basis throughout to the periods covered individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. The Company maintains internal control over financial reporting (except as stated therein defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act). Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the asset of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and trustees of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The Company has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date hereof, to the Company’s auditors and the audit committee of the Company’s board of trustees (A) any significant deficiencies in the notes thereto) design or operation of its internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and in compliance with report financial information and has identified for the rules Company’s auditors and regulations audit committee of the CommissionCompany’s board of trustees any material weaknesses in internal control over financial reporting and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. The Company has made available to Parent (i) a summary of any such disclosure made by management to the Company’s auditors and audit committee and (ii) any material communication made by management or the Company’s auditors to the audit committee required or contemplated by listing standards of the New York Stock Exchange, the audit committee’s charter or professional standards of the Public Company Accounting Oversight Board. No material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. The Company has made available to Parent a summary of all material complaints or concerns relating to other matters made through the Company’s whistleblower hot-line or equivalent system for receipt of employee concerns regarding possible violations of Law. No attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, trustees, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the board of trustees or the board of trustees.

Company Reports; Financial Statements. (a) The Company has ------------------------------------- delivered or made available to the Investor a true and complete copy of (i) each registration statement, report, proxy statement or information statement filed with the SEC since December 31, 1997 (the "Audit Date"), including the Company's Annual Report on ---------- Form 10-K for the fiscal years year ended August December 31, 19961997, 1995 and 1994; (ii) the Company's Quarterly Report Reports on Form 10-Q for the periods quarters ended November March 31, 1998 and June 30, 19961998 and the Company's proxy statement with respect to its 1998 annual meeting, February 29, 1997 and May 30, 1997; and (iii) each registration statement, report the Company's reports on Form 8-K filed June 11, 1998, April 17, 1998 and Form 8-AFebruary 18, proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31, 19941998, in each case in the form (including financial statementsexhibits, schedules, exhibits annexes and any amendments thereto) filed with the Commission SEC (collectively, the "SEC Company Reports"). As of their --------------- respective dates, the SEC Company Reports (i) were timely filed with the Commission; (ii) complied, complied in all material respects, respects with the applicable requirements of the Exchange Securities Act and the Securities Act; Exchange Act and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Other than Each of the SEC Reports, balance sheets included in or incorporated by reference into the Company and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994. (b) Each of (i) the consolidated balance sheets Reports (including the related notes and schedules) fairly presents in all material respects the financial position of the Company or Internex, as the case may be, as of its date and each of the statements of operations, stockholders equity and cash flows included in or incorporated by reference into the SEC Company Reports fairly presents the consolidated financial position of the Company and its Subsidiaries as of the date thereof, subject, in the case of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements of results of operations), shareholders' equity and cash flows (including the any related notes and schedules) included in or incorporated by reference into the SEC Reports fairly presents in all material respects the results of operations, retained earnings net losses and cash flows, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) or Internex, as the case may be, for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end adjustments and except as permitted by Form 10-Q of the Commission) audit adjustments), in each case in accordance with GAAP generally accepted accounting principles ("GAAP") consistently applied on a consistent basis throughout during ---- the periods covered (involved, except as stated may be noted therein or in (the notes thereto) and in compliance with the rules and regulations date of the Commissionmost recently filed balance sheet of the Company is hereinafter referred to as the "Balance Sheet Date").

Company Reports; Financial Statements. (a) The Company has delivered to the Investor a true and complete copy of Parent each registration statement, report, proxy statement or information statement prepared by it (including, without limitation, (i) the Company's Annual Report Reports on Form 10-K for the fiscal years ended August 31K, 1996, 1995 and 1994; (ii) the Company's Quarterly Report on Form 10-Q for the periods ended November 30, 1996, February 29, 1997 and May 30, 1997; and (iii) each registration statement, report Current Reports on Form 8-K and (iii) the Company's Quarterly Reports on Form 810-AQ), proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31, 1994, in each case in the form (including financial statementsexhibits, schedules, exhibits annexes and any amendments thereto) filed with the Securities and Exchange Commission since January 1, 1996 (the "SEC") (collectively, including any such reports filed subsequent to the date hereof, the "SEC Company Reports"). As of their respective dates, the SEC Company Reports (i) were timely did not, and any Company Reports filed with the Commission; (ii) compliedSEC subsequent to the date hereof will not, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Other than the SEC Reports, the Company and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994. (b) Each of (i) the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company as of its date and each of the consolidated statements of operations, statements of cash flows and statements of shareholders' equity included in or incorporated by reference into the SEC Company Reports fairly presents the consolidated financial position of the Company and its Subsidiaries as of the date thereof, subject, in the case of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements of results of operations), shareholders' equity and cash flows (including the any related notes and schedules) included in fairly presents, or incorporated by reference into the SEC Reports will fairly presents present, the results of operations, retained earnings accumulated deficits, shareholders' equity and cash flows, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments and except as permitted by Form 10-Q of the Commission) that will not be material in amount or effect), in each case in accordance with GAAP generally accepted accounting principles in the United States ("US GAAP") consistently applied on a consistent basis throughout during the periods covered (involved, except as stated therein or in the notes thereto) and in compliance with the rules and regulations of the Commissionmay be noted therein.

Company Reports; Financial Statements. (a) The Company has delivered filed with the Commission each registration statement, report, proxy statement or information statement required to be filed by it since December 31, 1994 (the Investor a true and complete copy of "Audit Date"), including (i) the Company's Annual Report on Form 10-K for the fiscal years year ended August December 31, 1996, 1995 1994 and 1994; (ii) the 16 Company's Quarterly Report Reports on Form 10-Q for the periods ended November March 31, 1995, June 30, 19961995, February 29, 1997 and May September 30, 1997; and (iii) each registration statement1995, report on Form 8-K and Form 8-A, proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31, 1994, in each case in the form (including financial statements, schedules, exhibits and any amendments thereto) filed with the Commission (collectively, including any such reports filed subsequent to the date hereof, the "SEC Company Reports"). As of their respective dates, the SEC Company Reports (i) were timely did not, and any Company Reports filed with the Commission; (ii) compliedCommission subsequent to the date hereof will not, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleadingmis- leading. Other than Except as disclosed in Section 6.1(e) of the SEC ReportsCompany Disclosure Letter, neither the Company nor any of its Subsidiaries, nor any of their respective assets, businesses, or operations, is as of the date of this Agreement a party to, or is bound or affected by, or receives benefits under any contract or agreement or amendment thereto, that in each case would be required to be filed as an exhibit to a Form 10-K as of the date of this Agreement that has not been filed as an exhibit to a Company Report filed prior to the date of this Agreement. As of their respective dates, the consolidated financial statements included in the Company Reports complied as to form in all material respects with then applicable accounting requirements and its Subsidiaries have not filed or been required to file any other reports or statements with the published rules and regulations of the Commission since December 31, 1994. (b) with respect thereto. Each of (i) the consolidated balance sheets (including the related notes and schedules) included in or incorporated by reference into the SEC Company Reports (includ- ing the related notes and schedules) fairly presents the consolidated financial position of the Company and its Subsidiaries as of the its date thereof, subject, in the case and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements and of results of operations), shareholders' equity and changes in cash flows (including the related notes and schedules) included in or incorporated by reference into the SEC Company Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings operations and changes in cash flows, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end audit adjustments and except as permitted by Form 10-Q of the Commission) that will not be material in amount or effect), in each case in accordance with GAAP U.S. generally accepted accounting principles ("GAAP") consistently applied on a consistent basis throughout during the periods covered (involved, except as stated therein or in the notes thereto) and in compliance with the rules and regulations of the Commissionmay be noted therein.

Company Reports; Financial Statements. (a) The Company has delivered or made available to Parent each registration statement, report, proxy statement or information statement prepared by it since December 31, 1995 (the Investor a true and complete copy of "AUDIT DATE"), including (i) the Company's Annual Report on Form 10-K for the fiscal years year ended August December 31, 1996, 1995 and 1994; (ii) the Company's Quarterly Report Reports on Form 10-Q for the periods ended November March 31, 1996, and June 30, 1996, February 29, 1997 and May 30, 1997; and (iii) each registration statement, report on Form 8-K and Form 8-A, proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31, 1994, in each case in the form (including financial statementsexhibits, schedules, exhibits annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date hereof, the "SEC ReportsCOMPANY REPORTS"). As of their respective dates, the SEC Company Reports (i) were timely did not, and any Company Reports filed with the Commission; (ii) compliedSEC subsequent to the date hereof will not, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Other than the SEC Reports, the Company and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994. (b) Each of (i) the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) included in fairly presents, or incorporated by reference into the SEC Reports will fairly presents present, the consolidated financial position of the Company and its Subsidiaries as of the its date thereof, subject, in the case and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements of results of operations)income, shareholders' equity and cash flows (including the related notes and schedules) included in or incorporated by reference into the SEC Company Reports (including any related notes and schedules) fairly presents presents, or will fairly present, the results of operations, retained earnings and cash flows, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end adjustments and except as permitted by Form 10-Q of the Commission) that will not be material in amount or effect), in each case in accordance with GAAP generally accepted accounting principles ("GAAP") consistently applied on a consistent basis throughout during the periods covered (involved, except as stated therein or in the notes thereto) and in compliance with the rules and regulations of the Commissionmay be noted therein.

Company Reports; Financial Statements. (a) The Company has delivered to the Investor a true and complete copy of (i) the Company's Annual Report on Form 10-K for each of the fiscal years ended August 31September 30, 1998, 1997, 1996, 1995 and 1994; (ii) the Company's Quarterly Report on Form 10-Q for each of the periods ended November 30December 31, 19961998 and March 31, February 29, 1997 and May 30, 1997; 1999 and (iii) each registration statement, report on Form 8-K and Form 8-AK, proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31September 30, 19941994 and prior to the date hereof, in each case in the form (including financial statements, schedules, exhibits and any amendments thereto) filed with the Commission (collectively, the "SEC Reports"). As of their respective dates, the SEC Reports and any registration statement, report, proxy statement, information statement or other statement filed by the Company with the Commission before the Closing Date (collectively, the "Subsequent Reports") (i) were was, or will be, as the case may be, timely filed with the Commission; (ii) complied, or will comply, as the case may be, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; , and (iii) did not not, or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Other than the SEC ReportsReports or, with respect to Subsequent Reports required to be filed after the date hereof, such filings as have been made, the Company and its Subsidiaries have has not filed or been required to file any other reports or statements with the Commission since December 31September 30, 1994. (b) Each of (i) the consolidated balance sheets (including the related notes and schedules) included in or incorporated by reference into the SEC Reports or any Subsequent Reports fairly presents presents, or will fairly present, as the case may be, in all material respects, the consolidated financial position of the Company and its Subsidiaries entities to which it applies as of the date thereof, subject, in the case and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements of results of operations), shareholdersstockholders' equity and cash flows (including the related notes and schedules) included in or incorporated by reference into the SEC Reports or any Subsequent Reports, fairly presents or will fairly present, as the case may be, in all material respects, the results of operations, retained earnings and cash flows, as the case may be, of the Company and its Subsidiaries entities to which it applies (on a consolidated basis) for the periods or as of the dates, as the case may be, set forth therein (subjecttherein, in the case of unaudited statements, to normal year-end adjustments and except as permitted by Form 10-Q of the Commission) in each case in accordance with GAAP applied on a consistent basis throughout the periods covered (except as stated therein or in the notes thereto) and in compliance with the rules and regulations of the Commission. (c) The Annual Statements and Quarterly Statements of each Subsidiary of the Company that is required to file such statements (each, a "Regulated Subsidiary"), as filed with the Department of Insurance, Superintendent of Insurance or similar insurance regulatory authority of the state of domicile of such Regulated Subsidiary (with respect to each Regulated Subsidiary, its "Applicable Insurance Department") for the fiscal year ended September 30, 1998 and the quarters ended December 31, 1998 and March 31, 1999, respectively, together with any notes, exhibits and schedules thereto, have been prepared in accordance with the accounting practices prescribed or permitted by the Applicable Insurance Department for purposes of financial reporting to the applicable state's insurance regulators ("State Statutory Accounting Practices"), and such accounting practices have been applied on a basis consistent with State Statutory Accounting Practices throughout the periods involved, except as expressly set forth in any notes, exhibits and schedules thereto. (d) The regulatory capital funding requirements of the Regulated Subsidiaries are, in all material respects, as previously disclosed by the Company to the Investor (the "Capital Funding Requirements Disclosure"). (e) The Company is eligible to register securities for offer and sale on Form S-3 under the Securities Act.

Company Reports; Financial Statements. (a) The Except as set forth on Schedule 3.07(a) hereto, the Company has delivered made available (including by filing publicly by XXXXX with the SEC) to the Investor a true and complete copy of (i) the Company's Annual Report on Form 10-K of each of the Company and, if applicable, US Airways for each of the fiscal years ended August December 31, 19962004, 1995 2003 and 19942002; (ii) the Company's Quarterly Report on Form 10-Q of each of the Company and US Airways for each of the periods ended November March 31, 2004, June 30, 1996, February 29, 1997 2004 and May September 30, 19972004; and (iii) each registration statement, report on Form 8-K and Form 8-AK, proxy statement, information statement or other document, report or statement required to be filed by the Company or any of its Subsidiaries US Airways with the Commission SEC since December 31, 19942001 and prior to the date hereof, in each case case, in the form (including financial statements, schedules, exhibits and any amendments thereto) filed with the Commission SEC (collectively, the "“SEC Reports"”). As of their respective dates, the SEC Reports (i) were timely filed with the CommissionSEC; (ii) complied, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iv) presented fairly, in each case in accordance with GAAP applied on a consistent basis throughout the periods covered (except as stated therein or in the notes thereto), the financial position and results of operations of the entity to which such report applies as of the date and for the period set forth therein. Other than the SEC Reports, neither the Company and its Subsidiaries have not nor US Airways has filed or been required to file any other reports or statements with the Commission SEC since December 31, 19942001. (b) Each of (i) the consolidated balance sheets (including the related notes and schedules) included in or incorporated by reference into the SEC Reports fairly presents presents, in all material respects, the consolidated financial position of the Company and its Subsidiaries entities to which it applies as of the date thereof, subject, in the case ; and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements of results of operations), shareholders' stockholders’ equity and cash flows (including the related notes and schedules) included in or incorporated by reference into the SEC Reports fairly presents presents, in all material respects, the results of operations, retained earnings and cash flows, as the case may be, of the Company and its Subsidiaries entities to which it applies (on a consolidated basis) for the periods or as of the dates, as the case may be, set forth therein (subjecttherein, in the case of unaudited statements, to normal year-end adjustments and except as permitted by Form 10-Q of the Commission) in each case in accordance with GAAP applied on a consistent basis throughout the periods covered (except as stated therein or in the notes thereto) and in compliance with the rules and regulations of the CommissionSEC. (c) Except as disclosed in the SEC Reports, there were no material liabilities or obligations of any nature of the Company or any of its Subsidiaries required under GAAP or the rules and regulations of the SEC to be disclosed as of the date of such SEC Reports. Since the date of the most recently filed SEC Report, except as disclosed in this Agreement or the SEC Reports, the Company and its Subsidiaries have not incurred any material liabilities or obligations other than those incurred in the ordinary course of such company’s business.

Company Reports; Financial Statements. (a) The Company has delivered filed with -------------------------------------- the SEC each report, proxy statement or information statement required to be filed by it since January 1, 2000 through the Investor a true and complete copy of date hereof, including (ia) the Company's Annual Report on Form 10-K KSB for the fiscal years year ended August December 31, 19961999, 1995 as amended, and 1994; (iib) the Company's Quarterly Report on Form 10-Q for the periods calendar quarter ended November 30, 1996, February 29, 1997 and May 30, 1997; and (iii) each registration statement, report on Form 8-K and Form 8-A, proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December March 31, 1994, in each case in the form (including financial statements, schedules, exhibits and any amendments thereto) filed with the Commission 2000 (collectively, the "SEC Company Reports"), copies of which have been made available to the Purchaser. As of their respective dates, the SEC Company Reports (i) were timely filed with the Commission; (ii) complied, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Other than As of their respective dates, the consolidated financial statements included in the Company Reports complied as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC Reports, the Company and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994. (b) respect thereto. Each of (i) the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) included in or incorporated by reference into the SEC Reports fairly presents in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries as of the its date thereof, subject, in the case and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements and of results of operations), shareholders' equity and changes in cash flows (including the related notes and schedules) included in or incorporated by reference into the SEC Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings operations and changes in cash flows, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end adjustments and except as permitted by Form 10-Q of the Commission) audit adjustments), in each case in accordance with GAAP applied on a consistent basis throughout the periods covered (GAAP, except as stated therein or in the notes thereto) and in compliance with the rules and regulations of the Commissionmay be noted therein.

Company Reports; Financial Statements. (a) The Company has delivered made available to the Investor a true and complete copy of (i) the Company's Annual Report on Form 10-K for the fiscal years ended August December 31, 1996, 1995 1996 and 19941995; (ii) the Company's Quarterly Report on Form 10-Q for the periods ended November March 31, June 30 and September 30, 1996, February 29, 1997 and May 30, 1997; and (iii) each registration statement, report on Form 8-K and Form 8-AK, proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31, 19941995 and prior to the date hereof, in each case in the form (including financial statements, schedules, exhibits and any amendments thereto) filed with the Commission (collectively, the "SEC Reports"). As of their respective dates, the SEC Reports and any registration statement, report, proxy statement, information statement or other statement filed by the Company with the Commission before the Closing Date ("Subsequent Reports") (i) were was, or will be, as the case may be, timely filed with the Commission; (ii) complied, or will comply, as the case may be, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; , and (iii) did not not, or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Other than the SEC Reports, the The Company has filed all reports and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994required to have been filed as of the date hereof for the Company to register securities for sale on Form S-3 under the Securities Act or any successor form thereto. (b) Each of (i) the consolidated balance sheets (including including, where applicable, the related notes and schedules) included in or incorporated by reference into the SEC Reports Reports, any Subsequent Reports, the Draft 1997 Statements and the 1997 Statements fairly presents presents, or will fairly present, as the case may be, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the date thereof, subject, in the case and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements of results of operations), shareholdersstockholders' equity and cash flows (including the related notes and schedules) included in or incorporated by reference into the SEC Reports Reports, any Subsequent Reports, the Draft 1997 Statements or the 1997 Statements, fairly presents or will fairly present as the case may be, in all material respects, the results of operations, retained earnings and cash flows, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) for the periods or as of the dates, as the case may be, set forth therein (subjecttherein, in the case of unaudited statements, to normal year-end adjustments and except as permitted by Form 10-Q of the Commission) in each case in accordance with GAAP applied on a consistent basis throughout the periods covered (except as stated therein or or, where applicable, in the notes thereto, except in each of the foregoing instances in the case of interim statements and the Draft 1997 Statements for the lack of footnote disclosure, and except with respect to the footnote disclosure contained in the 1997 Statements but not contained in the Draft 1997 Statements to the extent that the information contained therein is consistent with the information contained in the Company Disclosure Documents) and in compliance with the rules and regulations of the Commission. (c) The Annual Statements and Quarterly Statements of each Significant Regulated Subsidiary, as filed with the Department of Insurance, Superintendent of Insurance or similar insurance regulatory authority of the state of domicile of such Significant Regulated Subsidiary (with respect to each Significant Regulated Subsidiary, its "Applicable Insurance Department") for the year ended December 31, 1996 and the quarters ended March 31, 1997, June 30, 1997 and September 30, 1997, respectively, together with any notes, exhibits and schedules thereto, have been prepared in accordance with the accounting practices prescribed or permitted by the Applicable Insurance Department for purposes of financial reporting to the applicable state's insurance regulators ("State Statutory Accounting Practices"), and such accounting practices have been applied on a basis consistent with State Statutory Accounting Practices throughout the periods involved, except as expressly set forth in any notes, exhibits and schedules thereto. (d) The regulatory capital funding requirements of the Regulated Subsidiaries as of December 31, 1997 are, in all material respects, as previously disclosed by the Company to the Investor (the "Capital Funding Requirements Disclosure").

Company Reports; Financial Statements. (a) The Company has delivered made available to the Investor a true and complete copy of Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since December 31, 1995 ("Audit Date"), including, without limitation, (i) the Company's Annual Report on Form 10-K for the fiscal years year ended August December 31, 1996, 1995 and 1994; (ii) the Company's Quarterly Report Reports on Form 10-Q for the periods ended November March 31, 1996 and June 30, 1996, February 29, 1997 and May 30, 1997; and (iii) each registration statement, report on Form 8-K and Form 8-A, proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31, 1994, in each case in the form (including financial statements, schedules, exhibits and any amendments thereto) filed with the Commission SEC (collectively, the "SEC Company Reports"). As To the best knowledge of the Company, as of their respective dates, the SEC Company Reports (i) were timely did not, and any Company Reports filed with the Commission; (ii) compliedSEC subsequent to the date hereof will not, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Other than To the SEC Reportsbest knowledge of the Company, the Company and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994. (b) Each each of (i) the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) included in or incorporated by reference into the SEC Reports fairly presents the consolidated financial position of the Company and its Subsidiaries subsidiaries as of the its date thereof, subject, in the case and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated 103 statements of income (or statements and of results of operations), shareholders' equity and cash flows (including the related notes and schedules) changes in financial position included in or incorporated by reference into the SEC Company Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and cash flowschanges in financial position, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments and except as permitted by Form 10-Q of the Commission) which will not be material in amount or effect), in each case in accordance with GAAP generally accepted accounting principles consistently applied on a consistent basis throughout during the periods covered (involved, except as stated therein may be noted therein. Other than the Company Reports and the Company's proxy statement filed in connection with its 1996 annual meeting of stockholders, the Company has not filed any other definitive reports or in the notes thereto) and in compliance statements with the rules and regulations of SEC since the CommissionAudit Date.

Company Reports; Financial Statements. (a) The Company has delivered or made available to the Investor a true and complete copy of (i) each registration statement, report, proxy statement or information statement filed with the SEC since December 31, 1997 (the "Audit Date"), including the Company's Annual Report on Form 10-K for the fiscal years year ended August December 31, 19961997, 1995 and 1994; (ii) the Company's Quarterly Report Reports on Form 10-Q for the periods quarters ended November March 31, 1998 and June 30, 19961998 and the Company's proxy statement with respect to its 1998 annual meeting, February 29, 1997 and May 30, 1997; and (iii) each registration statement, report the Company's reports on Form 8-K filed June 11, 1998, April 17, 1998 and Form 8-AFebruary 18, proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31, 19941998, in each case in the form (including financial statementsexhibits, schedules, exhibits annexes and any amendments thereto) filed with the Commission SEC (collectively, the "SEC Company Reports"). As of their respective dates, the SEC Company Reports (i) were timely filed with the Commission; (ii) complied, complied in all material respects, respects with the applicable requirements of the Exchange Securities Act and the Securities Act; Exchange Act and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Other than Each of the SEC Reports, balance sheets included in or incorporated by reference into the Company and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994. (b) Each of (i) the consolidated balance sheets Reports (including the related notes and schedules) fairly presents in all material respects the financial position of the Company or Internex, as the case may be, as of its date and each of the statements of operations, stockholders equity and cash flows included in or incorporated by reference into the SEC Company Reports fairly presents the consolidated financial position of the Company and its Subsidiaries as of the date thereof, subject, in the case of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements of results of operations), shareholders' equity and cash flows (including the any related notes and schedules) included in or incorporated by reference into the SEC Reports fairly presents in all material respects the results of operations, retained earnings net losses and cash flows, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) or Internex, as the case may be, for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end adjustments and except as permitted by Form 10-Q of the Commission) audit adjustments), in each case in accordance with GAAP generally accepted accounting principles ("GAAP") consistently applied on a consistent basis throughout during the periods covered (involved, except as stated may be noted therein or in (the notes thereto) and in compliance with the rules and regulations date of the Commissionmost recently filed balance sheet of the Company is hereinafter referred to as the "Balance Sheet Date").

Company Reports; Financial Statements. (a) The Company has delivered to the Investor a Parent true and complete copy of copies of: (i) the Company's Annual Report annual reports on Form 10-K for the fiscal years ended August ending January 31, 19961998, 1995 January 30, 1999, January 29, 2000, as filed with the Securities and 1994Exchange Commission ("SEC") by the Company; (ii) all other reports required to be filed by the Company's Quarterly Report on Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since January 31, 1998, including Form 10-Q for the periods first quarter ended November 30, 1996, February April 29, 1997 and May 302000; (iii) all proxy statements furnished to shareholders of the Company since January 31, 19971998; and (iiiiv) each all registration statement, report on Form 8-K statements and Form 8-A, proxy statement, information statement or other document, report or statement documents as filed with the SEC by the Company or any under the Securities Act of its Subsidiaries with the Commission 1933 since December January 31, 1994, in each case in the form (including financial statements, schedules, exhibits and any amendments thereto) filed with the Commission 1998 (collectively, the "SEC Company Reports"). As of their respective dates, except as otherwise disclosed in Schedule 5.1(e), the SEC Company Reports (i) were timely filed with the Commission; (ii) complied, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Other than the SEC Reports, ; provided that this and any other representation or warranty herein relating to the Company and its Subsidiaries have not filed or been required Reports shall be interpreted as if Rule 412 under the Securities Act of 1933 were directly applicable to file any other reports or statements with the Commission since December 31, 1994. (b) same. Each of (i) the consolidated balance sheets of the Company included in or incorporated by reference into the Company Reports (including the related notes and schedules) included in or incorporated by reference into the SEC Reports fairly presents the consolidated financial position of the Company and its Subsidiaries subsidiaries as of the its date thereof, subject, in the case and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements of results of operations)income, shareholdersstockholders' equity and cash flows (including flow of the related notes and schedules) Company included in or incorporated by reference into the SEC Company Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings and cash flowschanges in financial position, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material to the Company and except as permitted by Form 10-Q of the Commission) its subsidiaries), in each case in accordance with GAAP generally accepted accounting principles ("GAAP") consistently applied on a consistent basis throughout during the periods covered (involved, except as stated may be noted therein or in may be permitted by Form 10-Q. Other than the notes thereto) and in compliance Company Reports, the Company has not filed any other definitive reports or statements with the rules and regulations of the CommissionSEC since January 29, 2000.

Company Reports; Financial Statements. (a) The Company has delivered made available to the Investor a true correct and complete copy of (i) the Company's Annual Report on Form 10-K for the fiscal years ended August March 28, 1998 and March 31, 1996, 1995 and 1994; (ii) the Company's Quarterly Report on Form 10-Q for the periods ended November 30, 1996, February 29, 1997 and May 30, 1997; and (iiiii) each registration statement, report on Form 8-K and K, report on Form 810-AQ, proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December March 31, 19941997 and prior to the date hereof, in each case in the form (including financial statements, schedules, exhibits and any amendments thereto) filed with the Commission (collectively, the "SEC Reports"). As of their respective dates, except as set forth on Schedule 2.7, the SEC Reports and any registration statement, report, proxy statement, information statement or other statement filed by the Company with the Commission from and after the date of this Agreement and before the Closing Date ("Subsequent Reports") (i) were was, or will be, as the case may be, timely filed with the Commission; (ii) complied, or will comply, as the case may be, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; , and (iii) did not not, or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Other than the SEC Reports, the The Company has filed all reports and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994required to have been filed as of the date hereof for the Company to register securities for sale on Form S-3 under the Securities Act or any successor form thereto. (b) Each of (i) the consolidated balance sheets (including including, where applicable, the related notes and schedules) included in or incorporated by reference into the SEC Reports or any Subsequent Reports fairly presents the consolidated financial position of the Company and its Subsidiaries as of the date thereof, subject, in the case and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements of results of operations), shareholdersstockholders' equity and cash flows (including the related notes and schedules) included in or incorporated by reference into the SEC Reports or any Subsequent Reports, fairly presents the results of operations, retained earnings and cash flows, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) for the periods or as of the dates, as the case may be, set forth therein (subjecttherein, in the case of unaudited statements, to normal year-end adjustments and except as permitted by Form 10-Q of the Commission) in each case in accordance with GAAP applied on a consistent basis throughout the periods covered (except as stated therein or or, where applicable, in the notes thereto, except in each of the foregoing instances in the case of interim statements for the lack of footnote disclosure and subject to normal year end adjustments) and in compliance in all material respects with the rules and regulations of the Commission.

Company Reports; Financial Statements. (a) The Company Seller has delivered made available to the Investor a true and complete copy of Buyer each registration statement, report, proxy statement or information statement prepared by it since December 31, 1997 (the "Audit Date"), including (i) the Company's Annual Report on Form 10-K for the fiscal years year ended August December 31, 19961997, 1995 and 1994; (ii) the Company's Quarterly Report Reports on Form 10-Q for the periods ended November March 31, 1998, June 30, 1996, February 29, 1997 1998 and May September 30, 1997; 1998 and (iii) each registration statement, report the Company's Reports on Form 8-K dated February 18, 1998, June 30, 1998, July 2, 1998, September 28, 1998, October 23, 1998 and Form 8-ADecember 3, proxy statement1998, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31, 1994, in each case in the form (including financial statementsexhibits, schedules, exhibits annexes and any amendments thereto) filed with the Commission SEC (collectively, including any such reports filed subsequent to the date hereof and any amended reports, the "SEC Company Reports"). As of their respective datesdates (or, if amended, as of the date of such amendment), insofar as the Company Reports relate to the Purchased Assets, the SEC Company Reports (i) were timely did not, and any Company Reports filed with the Commission; (ii) compliedSEC subsequent to the date hereof will not, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Other than With respect to the SEC Reportsfinancial information relating to the Purchased Assets, the Company and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994. (b) Each each of (i) the consolidated balance sheets (including the related notes and schedules) included in or incorporated by reference into the SEC Company Reports (including any related notes and schedules) fairly presents presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries subsidiaries as of the its date thereof, subject, in the case and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements and of results of operations), shareholders' equity and cash flows (including the related notes and schedules) changes in financial position included in or incorporated by reference into the SEC Company Reports (including any related notes and schedules) fairly presents presents, or will fairly present, the results of operations, retained earnings and cash flowschanges in financial position, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments and except as permitted by Form 10-Q of the Commission) that will not be material in amount or effect), in each case in accordance with GAAP generally accepted accounting principles consistently applied on a consistent basis throughout during the periods covered (involved, except as stated therein or in the notes thereto) and in compliance with the rules and regulations of the Commissionmay be noted therein.

Company Reports; Financial Statements. SECTION 5.1 (ae) The of the Company has delivered to the Investor a Disclosure Letter contains true and complete copy accurate copies of (i) the Company's Annual Report on Form 10-K reviewed balance sheet and related statements of operations, changes in shareholders equity and cash flows of Meritus and its Subsidiaries for the fiscal years ended August 311994-1998, 1996, 1995 and 1994; (ii) the Company's Quarterly Report on Form 10-Q together with internal monthly financial statements for the periods ended November 30, 1996, February 29, 1997 and May 30, 1997; and (iii) each registration statement, report on Form 8period January-K and Form 8-A, proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31, 1994, in each case in the form (including financial statements, schedules, exhibits and any amendments thereto) filed with the Commission July 1999 (collectively, and along with the Audited Statements, as defined in Section 6.19 below, the "SEC ReportsCOMPANY REPORTS"). As of their respective datesdates and except as set forth in Section 5.1(e) of the Company Disclosure Letter, the SEC Company Reports (i) were timely filed with did not, and any Company Reports provided by Meritus to DSI subsequent to the Commission; (ii) complieddate hereof will not, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, made therein not misleading. Other than the SEC Reports, the Company and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994. (b) Each of (i) the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, in all material respects, the consolidated financial position of Meritus and its Subsidiaries as of its date and each of the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the SEC Company Reports fairly presents the consolidated financial position of the Company and its Subsidiaries as of the date thereof, subject, in the case of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements of results of operations), shareholders' equity and cash flows (including the any related notes and schedules) included in fairly presents, or incorporated by reference into the SEC Reports will fairly presents present, the results of consolidated operations, retained earnings stockholders' equity and cash flows, as the case may be, of the Company Meritus and its Subsidiaries (on a consolidated basis) for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end adjustments and that will not be material in amount or effect), in each case, except as permitted by Form 10-Q set forth in Section 5.1(e) of the Commission) in each case Company Disclosure Letter, in accordance with GAAP generally accepted accounting principles ("GAAP") consistently applied on a consistent basis throughout during the periods covered (involved, except as stated therein or in the notes thereto) and in compliance with the rules and regulations of the Commissionmay be noted therein.

Company Reports; Financial Statements. (a) The Company has delivered made available to Parent each registration statement, report, proxy statement or information statement filed with the Investor a true Securities and complete copy of Exchange Commission (ithe "SEC") by it since January 3, 1998 (the "AUDIT DATE"), including the Company's Annual Report on Form 10-K for the fiscal years year ended August 31January 3, 19961998 (as amended, 1995 and 1994; (ii) the Company's Quarterly Report on Form "COMPANY 10-Q for the periods ended November 30, 1996, February 29, 1997 and May 30, 1997; and (iiiK") each registration statement, report on Form 8-K and Form 8-A, proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31, 1994, in each case in the form (including financial statementsexhibits, schedules, exhibits annexes and any amendments thereto) filed with the Commission SEC (collectively, including any such reports filed subsequent to the date hereof, the "SEC ReportsCOMPANY REPORTS"). As of their respective dates, the SEC Company Reports (i) were timely complied, and any Company Reports filed with the Commission; (ii) compliedSEC after the date hereof will comply, as to form in all material respects, respects with the applicable requirements of the Exchange Act and the Securities Act; Act of 1933, as amended (the "SECURITIES ACT"), and (iii) the Company Reports did not not, and any Company Reports filed with the SEC after the date hereof will not, at the time of their filing, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Other than the SEC Reports, the Company and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994. (b) Each of (i) the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) included in fairly presents, or incorporated by reference into the SEC Reports will fairly presents present, the consolidated financial position of the Company and its Subsidiaries as of the its date thereof, subject, in the case and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements operations and of results of operations), shareholderschanges in stockholders' equity and of cash flows (including the related notes and schedules) included in or incorporated by reference into the SEC Company Reports (including any related notes and schedules) fairly presents presents, or will fairly present, the results of operations, retained earnings earnings, changes in stockholders' equity and cash flowsflow, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments and except as permitted by Form 10-Q of the Commission) that will not be material in amount or effect), in each case in accordance with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein. The Company has heretofore made available or promptly will make available to Parent a complete and correct copy of all amendments or modifications which are required to be filed with the SEC but have not yet been filed with the SEC to the Company Reports, agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Exchange Act. For purposes of this Agreement, "BALANCE SHEET" means the consolidated balance sheet of the Company as of January 3, 1998 set forth in the Company 10-K. Except as set forth in Company Reports filed with the SEC prior to the date hereof or as incurred in the ordinary course of business since the date of the most recent financial statements included in the Company Reports, neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which would be required under GAAP applied to be set forth on a consistent basis throughout consolidated balance sheet of the periods covered (except Company and its subsidiaries taken as stated therein a whole and which individually or in the notes thereto) and in compliance with the rules and regulations of the Commissionaggregate would have a Company Material Adverse Effect.

Company Reports; Financial Statements. (a) The Except as set forth on Schedule 3.07(a) hereto, the Company has delivered made available (including by filing publicly by EDGAR with the SEC) to the Investor a true and complete copy of (i) the Company's Annual txx Xxnual Report on Form 10-K of each of the Company and, if applicable, US Airways for each of the fiscal years ended August December 31, 19962004, 1995 2003 and 19942002; (ii) the Company's Quarterly Report on Form 10-Q of each of the Company and US Airways for each of the periods ended November March 31, 2004, June 30, 1996, February 29, 1997 2004 and May September 30, 19972004; and (iii) each registration statement, report on Form 8-K and Form 8-AK, proxy statement, information statement or other document, report or statement required to be filed by the Company or any of its Subsidiaries US Airways with the Commission SEC since December 31, 19942001 and prior to the date hereof, in each case case, in the form (including financial statements, schedules, exhibits and any amendments thereto) filed with the Commission SEC (collectively, the "SEC Reports"). As of their respective dates, the SEC Reports (i) were timely filed with the CommissionSEC; (ii) complied, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iv) presented fairly, in each case in accordance with GAAP applied on a consistent basis throughout the periods covered (except as stated therein or in the notes thereto), the financial position and results of operations of the entity to which such report applies as of the date and for the period set forth therein. Other than the SEC Reports, neither the Company and its Subsidiaries have not nor US Airways has filed or been required to file any other reports or statements with the Commission SEC since December 31, 19942001. (b) Each of (i) the consolidated balance sheets (including the related notes and schedules) included in or incorporated by reference into the SEC Reports fairly presents presents, in all material respects, the consolidated financial position of the Company and its Subsidiaries entities to which it applies as of the date thereof, subject, in the case ; and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements of results of operations), shareholdersstockholders' equity and cash flows (including the related notes and schedules) included in or incorporated by reference into the SEC Reports fairly presents presents, in all material respects, the results of operations, retained earnings and cash flows, as the case may be, of the Company and its Subsidiaries entities to which it applies (on a consolidated basis) for the periods or as of the dates, as the case may be, set forth therein (subjecttherein, in the case of unaudited statements, to normal year-end adjustments and except as permitted by Form 10-Q of the Commission) in each case in accordance with GAAP applied on a consistent basis throughout the periods covered (except as stated therein or in the notes thereto) and in compliance with the rules and regulations of the CommissionSEC. (c) Except as disclosed in the SEC Reports, there were no material liabilities or obligations of any nature of the Company or any of its Subsidiaries required under GAAP or the rules and regulations of the SEC to be disclosed as of the date of such SEC Reports. Since the date of the most recently filed SEC Report, except as disclosed in this Agreement or the SEC Reports, the Company and its Subsidiaries have not incurred any material liabilities or obligations other than those incurred in the ordinary course of such company's business.

Company Reports; Financial Statements. (a) The Company has delivered made available to the Investor a true and complete copy of Parent each registration statement, report, proxy statement or information statement prepared by it since December 31, 1994, including (i) the Company's Annual Report on Form 10-K for the fiscal years year ended August December 31, 1996, 1995 and 1994; (ii) the Company's Quarterly Report Reports on Form 10-Q for the periods ended November March 31, 1997, June 30, 1996, February 29, 1997 and May September 30, 1997; and (iii) , each registration statement, report on Form 8-K and Form 8-A, proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31, 1994, in each case in the form (including financial statementsexhibits, schedules, exhibits annexes and any amendments thereto) ), and filed with the Commission SEC (collectively, including any such reports filed subsequent to the date hereof, the "SEC Company Reports"). As of their respective dates, the SEC Company Reports (i) were timely did not, and any Company Reports filed with the Commission; (ii) compliedSEC after January 1, in all material respects1998 will not, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Other than the SEC Reports, the Company and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994. (b) Each of (i) the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) included in fairly presents, or incorporated by reference into the SEC Reports will fairly presents present, the consolidated financial position of the Company and its Subsidiaries as of the its date thereof, subject, in the case and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements of results of operations)income, shareholders' equity and cash flows (including the related notes and schedules) changes in stockholders equity included in or incorporated by reference into the SEC Company Reports (including any related notes and schedules) fairly presents presents, or will fairly present, the results of operations, retained earnings cash flows and cash flowschanges in stockholders equity, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments and except as permitted by Form 10-Q of the Commission) that will not be material in amount or effect), in each case in accordance with GAAP GAAP, except as may be noted therein. (b) The Company has made available to Parent true and complete copies of the annual and quarterly statements of each of the Company Insurance Subsidiaries as filed with the applicable insurance Regulatory Authorities for the years ended December 31, 1995, 1996 and 1997, including all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents filed in connection therewith (collectively, the "Company SAP Statements"). The Company SAP Statements were prepared in conformity with statutory accounting practices prescribed or permitted by the applicable insurance Regulatory Authority consistently applied on a consistent basis throughout for the periods covered thereby and present fairly the statutory financial position of such Company Insurance Subsidiaries as at the respective dates thereof and the results of operations of such Subsidiaries for the respective periods then ended. The Company SAP Statements complied in all material respects with all applicable Laws when filed and, to the Knowledge of the Company, no material deficiency has been asserted with respect to any Company SAP Statements by the applicable insurance Regulatory Authority or any other governmental agency or body. The statutory balance sheets and income statements included in the Company SAP Statements as of and for the years ended December 31, 1995 and 1996 have been audited by Price Waterhouse LLP, and the Company has made available to Parent true and complete copies of all audit opinions related thereto. The Company has made available to Parent true and complete copies of all examination reports of insurance departments and any insurance Regulatory Authorities since January 1, 1994 relating to the Company Insurance Subsidiaries. (c) Since January 1, 1993, or the date of organization if later, each Company Entity has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Regulatory Authorities (except as stated therein failures to file which are not reasonably likely to have, individually or in the notes thereto) and in compliance with the rules and regulations of the Commissionaggregate, a Company Material Adverse Effect).

Company Reports; Financial Statements. (a) The Company has delivered to the Investor a true and complete copy of (i) the Company's Annual Report on Form 10-K for each of the fiscal years ended August 31September 30, 1998, 1997, 1996, 1995 and 1994; (ii) the Company's Quarterly Report on Form 10-Q for each of the periods ended November 30December 31, 19961998 and March 31, February 29, 1997 and May 30, 1997; 1999 and (iii) each registration statement, report on Form 8-K and Form 8-AK, proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31September 30, 19941994 and prior to the date hereof, in each case in the form (including financial statements, schedules, exhibits and any amendments thereto) filed with the Commission (collectively, the "SEC Reports"). As of their respective dates, the SEC Reports and any registration statement, report, proxy statement, information statement or other statement filed by the Company with the Commission before the Initial Closing Date (collectively, the "Subsequent Reports") (i) were was, or will be, as the case may be, timely filed with the Commission; (ii) complied, or will comply, as the case may be, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; , and (iii) did not not, or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Other than the SEC ReportsReports or, with respect to Subsequent Reports required to be filed after the date hereof, such filings as have been made, the Company and its Subsidiaries have has not filed or been required to file any other reports or statements with the Commission since December 31September 30, 1994. (b) Each of (i) the consolidated balance sheets (including the related notes and schedules) included in or incorporated by reference into the SEC Reports or any Subsequent Reports fairly presents presents, or will fairly present, as the case may be, in all material respects, the consolidated financial position of the Company and its Subsidiaries entities to which it applies as of the date thereof, subject, in the case and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements of results of operations), shareholdersstockholders' equity and cash flows (including the related notes and schedules) included in or incorporated by reference into the SEC Reports or any Subsequent Reports, fairly presents or will fairly present, as the case may be, in all material respects, the results of operations, retained earnings and cash flows, as the case may be, of the Company and its Subsidiaries entities to which it applies (on a consolidated basis) for the periods or as of the dates, as the case may be, set forth therein (subjecttherein, in the case of unaudited statements, to normal year-end adjustments and except as permitted by Form 10-Q of the Commission) in each case in accordance with GAAP applied on a consistent basis throughout the periods covered (except as stated therein or in the notes thereto) and in compliance with the rules and regulations of the Commission. (c) The Annual Statements and Quarterly Statements of each Subsidiary of the Company that is required to file such statements (each, a "Regulated Subsidiary"), as filed with the Department of Insurance, Superintendent of Insurance or similar insurance regulatory authority of the state of domicile of such Regulated Subsidiary (with respect to each Regulated Subsidiary, its "Applicable Insurance Department") for the fiscal year ended September 30, 1998 and the quarters ended December 31, 1998 and March 31, 1999, respectively, together with any notes, exhibits and schedules thereto, have been prepared in accordance with the accounting practices prescribed or permitted by the Applicable Insurance Department for purposes of financial reporting to the applicable state's insurance regulators ("State Statutory Accounting Practices"), and such accounting practices have been applied on a basis consistent with State Statutory Accounting Practices throughout the periods involved, except as expressly set forth in any notes, exhibits and schedules thereto. (d) The regulatory capital funding requirements of the Regulated Subsidiaries are, in all material respects, as previously disclosed by the Company to the Investor (the "Capital Funding Requirements Disclosure"). (e) The Company is eligible to register securities for offer and sale on Form S-3 under the Securities Act.

Company Reports; Financial Statements. (a) The Company has delivered filed or furnished, as applicable, all forms, statements, certifications, reports, contracts and documents required to be filed or furnished by it with the Securities and Exchange Commission (“Commission”) pursuant to the Investor a true and complete copy Securities Exchange Act of 1934, as amended (the “Exchange Act”) or the Securities Act since February 28, 2020, including (i) the Company's ’s Annual Report on Form 10-K for the fiscal years year ended August December 31, 19962019 (the “2019 Annual Report”), 1995 and 1994; (ii) the Company's ’s Quarterly Report on Form 10-Q for the periods fiscal quarter ended November 30March 31, 1996, February 29, 1997 and May 30, 1997; 2020 (the “2020 First Quarter 10-Q”) and (iii) each registration statement, report the Company’s Quarterly Report on Form 810-K and Form 8Q for the fiscal quarter ended June 30, 2020 (the “2020 Second Quarter 10-AQ”) (the forms, proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31, 1994, in each case in the form (including financial statements, schedulescertifications, exhibits reports and documents filed or furnished since February 28, 2020, including any amendments thereto) filed with the Commission (collectively, the "SEC “Company Reports"”). As Each of their respective datesthe Company Reports, at the SEC Reports (i) were timely time of its filing or being furnished complied or, if not yet filed with the Commission; (ii) compliedor furnished, will comply in all material respects, respects with the applicable requirements of the Exchange Securities Act and the Securities Exchange Act; , and any rules and regulations promulgated thereunder, applicable to the Company Reports. As of their respective dates (iii) or, if amended prior to the date of this Agreement, as of the date of such amendment), the Company Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. (b) The consolidated balance sheets, and related statements of income, cash flow and shareholder’s equity, included in the 2019 Annual Report, were prepared in accordance with GAAP, and fairly present in all material respects the financial positions and results of operations of the Company and its subsidiaries at the dates and for the periods indicated. Other The consolidated balance sheets, and related statements of income, cash flow and shareholder’s equity, included in the 2020 First Quarter 10-Q and the 0000 Xxxxxx Xxxxxxx 10-Q, were prepared in accordance with GAAP, and fairly present in all material respects the financial positions and results of operations of the Company and its subsidiaries at the dates and for the periods indicated. Since filing of the 2019 Annual Report, (i) except as disclosed in the Company Reports, there has been no change in the condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole, that could reasonably be expected to individually or in the aggregate have a Material Adverse Effect and (ii) since December 31, 2019, other than in connection with the SEC Reportstransactions contemplated by this Agreement, the Company and its Subsidiaries have, in all material respects, conducted their respective businesses only in, and have not filed or been required to file engaged in any material transaction other reports or statements with than in accordance with, the Commission since December 31, 1994. (b) Each ordinary and usual course of (i) the consolidated balance sheets (including the related notes and schedules) included in or incorporated by reference into the SEC Reports fairly presents the consolidated financial position of the Company and its Subsidiaries as of the date thereof, subject, in the case of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements of results of operations), shareholders' equity and cash flows (including the related notes and schedules) included in or incorporated by reference into the SEC Reports fairly presents the results of operations, retained earnings and cash flows, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments and such businesses except as permitted by Form 10-Q of the Commission) in each case in accordance with GAAP applied on a consistent basis throughout the periods covered (except as stated therein or disclosed in the notes thereto) and in compliance with the rules and regulations of the CommissionCompany Reports.

Company Reports; Financial Statements. (a) The Except as set forth on Schedule 3.07(a) hereto, the Company has delivered made available (including by filing publicly by XXXXX with the SEC) to the Investor a true and complete copy of (i) the Company's Annual Report on Form 10-K of each of the Company and, if applicable, US Airways for each of the fiscal years ended August December 31, 19962001, 1995 2000, 1999, 1998 and 19941997; (ii) the Company's Quarterly Report on Form 10-Q of each of the Company and US Airways for each of the periods ended November March 31, 2002 and June 30, 1996, February 29, 1997 and May 30, 19972002; and (iii) each registration statement, report on Form 8-K and Form 8-AK, proxy statement, information statement or other document, report or statement required to be filed by the Company or any of its Subsidiaries US Airways with the Commission SEC since December 31, 19941997 and prior to the date hereof, in each case case, in the form (including financial statements, schedules, exhibits and any amendments thereto) filed with the Commission SEC (collectively, the "SEC Reports"). As of their respective dates, the SEC Reports (i) were timely filed with the CommissionSEC; (ii) complied, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iv) presented fairly, in each case in accordance with GAAP applied on a consistent basis throughout the periods covered (except as stated therein or in the notes thereto), the financial position and results of operations of the entity to which such report applies as of the date and for the period set forth therein. Other than the SEC Reports, neither the Company and its Subsidiaries have not nor US Airways has filed or been required to file any other reports or statements with the Commission SEC since December 31, 19941997. (b) Each of (i) the consolidated balance sheets (including the related notes and schedules) included in or incorporated by reference into the SEC Reports fairly presents presents, in all material respects, the consolidated financial position of the Company and its Subsidiaries entities to which it applies as of the date thereof, subject, in the case ; and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements of results of operations), shareholdersstockholders' equity and cash flows (including the related notes and schedules) included in or incorporated by reference into the SEC Reports fairly presents presents, in all material respects, the results of operations, retained earnings and cash flows, as the case may be, of the Company and its Subsidiaries entities to which it applies (on a consolidated basis) for the periods or as of the dates, as the case may be, set forth therein (subjecttherein, in the case of unaudited statements, to normal year-end adjustments and except as permitted by Form 10-Q of the Commission) in each case in accordance with GAAP applied on a consistent basis throughout the periods covered (except as stated therein or in the notes thereto) and in compliance with the rules and regulations of the CommissionSEC. (c) Except as disclosed in the SEC Reports, there were no material liabilities or obligations of any nature of the Companies required under GAAP or the rules and regulations of the SEC to be disclosed as of the date of such SEC Reports. Since the date of the most recently filed SEC Report, except as disclosed in this Agreement or the SEC Reports, the Companies have not incurred any material liabilities or obligations other than those incurred in the ordinary course of such company's business and other than in connection with the DIP Facilities.

Company Reports; Financial Statements. (ai) The Company has delivered made available to Parent through access to the Investor a true public website or other public facilities of the Securities and complete copy of Exchange Commission (i) the Company's Annual Report on Form 10-K for the fiscal years ended August 31, 1996, 1995 and 1994; (ii) the Company's Quarterly Report on Form 10-Q for the periods ended November 30, 1996, February 29, 1997 and May 30, 1997; and (iii“SEC”) each registration statement, report on Form 8-K and Form 8-A, proxy statement, or information statement prepared by it and filed with or other document, report or statement filed by furnished to the Company or any of its Subsidiaries with the Commission SEC since December 31, 19942001, in including, without limitation, (A) the Company’s Annual Report on Form 20-F for the year ended December 31, 2003 (the “Company 20-F”), (B) the quarterly report on Form 6-K for the period ended June 30, 2004 (the “Second Quarter 6-K”), and (C) the Company’s Form F-1 filed on March 15, 2004, as amended on April 22, 2004 (the "Company F-1”), each case in the form (including financial statementsexhibits, schedules, exhibits annexes and any amendments thereto) filed with or furnished to the Commission SEC (collectively, the "SEC Company Reports"”). As of their respective datesdates (or, if amended prior to the SEC date of this Agreement in any manner, other than relating solely to the exhibits filed therewith, as of the date of such amendment) the Company Reports (i) except for the Company F-1, were timely filed prepared in accordance with the Commission; (ii) complied, and complied in all material respects, respects with the applicable requirements of the Securities Act or the Exchange Act Act, as the case may be, applicable to the Company Reports, each as in effect on the date so filed or furnished, except with respect to the financial statements of the Loral Transferred Satellites (as defined in the Company Reports) and the Securities Act; pro forma financial information giving effect to the Company’s acquisition of the Loral Transferred Satellites, which are presented in accordance with the letter of the Company to the SEC, dated August 26, 2003, and the SEC’s response thereto, dated August 28, 2003, true and correct copies of which have been delivered to Parent and (iiiii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Other than the SEC Reports, the Company and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994. (b) Each of (i) the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) included fairly presents, in or incorporated by reference into the SEC Reports fairly presents all material respects, the consolidated financial position of the Company and its Subsidiaries as of the date thereof, subject, in the case of unaudited statements, to normal year-end adjustmentsits date, and (ii) each of the consolidated statements of income (or statements of results of operations), shareholders' equity and cash flows (including the related notes and schedules) changes in shareholders’ equity included in or incorporated by reference into the SEC Company Reports (including any related notes and schedules) fairly presents presents, in all material respects, the results of operations, retained earnings cash flows and cash flowschanges in shareholders’ equity, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments and except as permitted by Form 10-Q of the Commission) that are not expected to be material in amount or effect), in each case in accordance with GAAP consistently applied on a consistent basis throughout during the periods covered (involved, except as stated therein may be noted therein. Each of the consolidated balance sheets and each of the consolidated statements of operations, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Company Reports (in each case, including the related notes theretoand schedules) complied as to form in all material respects with all applicable accounting requirements and in compliance with the published rules and regulations of the CommissionSEC with respect thereto, except with respect to the financial statements of the Loral Transferred Satellites (as defined in the Company Reports) and the pro forma financial information giving effect to the Company’s acquisition of the Loral Transferred Satellites, which are presented in accordance with the letter of the Company to the SEC, dated August 26, 2003, and the SEC’s response thereto, dated August 28, 2003, true and correct copies of which have been delivered to Parent. (ii) The Company is in compliance in all material respects with the provisions of Rule 13a-15 of the Exchange Act that are applicable to the Company and (A) no significant deficiency or material weakness in the design or operation of internal control over financial reporting which is reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (B) no fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting has been disclosed to the Company’s auditors or the audit committee of the Board of Directors of the Company. (iii) The Company is in compliance in all material respects with the provisions of the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”) that are applicable to the Company.

Company Reports; Financial Statements. (a) The Company has delivered made available to Parent each registration statement, report, proxy statement or information statement filed by it since November 30, 1998 (the "Audit Date") and prior to the Investor a true and complete copy of date hereof, including (i) the Company's Annual Report on Form 10-K for the fiscal years year ended August 31November 30, 19961998, 1995 and 1994; (ii) the Company's Quarterly Report Reports on Form 10-Q for the quarterly periods ended November 30February 28, 19961999, February 29, 1997 and May 30, 1997; and (iii) each registration statement, report on Form 8-K and Form 8-A, proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31, 19941999, in and August 31, 1999, each case in the form (including financial statementsexhibits, schedules, exhibits annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including amendments of any such reports as amended, the "SEC Company Reports"). As of their respective dates, the SEC Reports (i) were timely filed with the Commission; (ii) complied, Company Reports complied as to form in all material respects, respects with the applicable requirements of the Securities Act, the Exchange Act and the Securities Act; rules and regulations thereunder, and (iiiii) did not contain none of the Company SEC Reports contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Other than The consolidated financial statements (including any notes and related schedules) of the Company included in the Company Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Reportswith respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the Company and its Subsidiaries have not filed or been required to file any other reports or statements with periods involved (except as may be indicated in the Commission since December 31notes thereto or, 1994. (b) in the case of the unaudited interim financial statements, as permitted by Form 10-Q of the SEC). Each of (i) the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) included in or incorporated by reference into the SEC Reports fairly presents the consolidated financial position of the Company and its Subsidiaries as of the its date thereof, subject, in the case and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or and of consolidated statements of results of operations), shareholders' equity and cash flows (including the related notes and schedules) flow included in or incorporated by reference into the SEC Company Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings operations and cash flows, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end adjustments and except as permitted by Form 10-Q of the Commission) audit adjustments), in each case in accordance with GAAP consistently applied on a consistent basis throughout during the periods covered (involved, except as stated therein may be noted therein. The Company has no liabilities or obligations (whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise) of any nature, except liabilities, obligations or contingencies (a) which are reflected on the audited balance sheet of the Company as at November 30, 1998 (the "Audit Date") (including the notes thereto), or (b) which (i) individually or in the notes theretoaggregate, would not have a Company Material Adverse Effect, or (ii) are disclosed or reflected in the Company SEC Reports filed after the Audit Date and prior to the date of this Agreement. The reserves established by the Company in compliance the Company's consolidated balance sheet as of November 30, 1998 (the "1998 Balance Sheet") are, in the Company's good faith judgement, adequate to fund the liabilities covered thereby. Since January 1, 1996, the Company has timely filed with the SEC all forms, reports and other documents required to be filed prior to the date hereof pursuant to the Securities Act, the Exchange Act or the rules and regulations thereunder. This paragraph is qualified in its entirety by those exceptions that would not have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the CommissionCompany to consummate the transactions contemplated by this Agreement.

Company Reports; Financial Statements. (ai) The Company has delivered or made available to the Investor a true and complete copy of Parent each registration statement, report, proxy statement or information statement prepared by it since March 31, 2004, including (i) the Company's ’s Annual Report Reports on Form 10-K for the fiscal years ended August March 31, 19962004, 1995 March 31, 2005, and 1994; Xxxxx 00, 0000, (iixx) the Company's ’s Quarterly Report Reports on Form 10-Q for the periods ended November June 30, 19962004, February 29, 1997 and May September 30, 1997; 2004, December 31, 2004, June 30, 2005, September 30, 2005, December 31, 2005 and June 30, 2006 and (iii) each registration statement, report Current Report on Form 8-K and Form 8-Afiled since June 30, proxy statement2004, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31, 1994, in each case in the form (including financial statementsexhibits, schedules, exhibits annexes and any amendments thereto) filed with the Commission SEC (collectively, including any such reports filed subsequent to the "date hereof and as amended, the “Company Reports”). The Company has filed all reports, schedules, forms and statements required to be filed by the Company with the SEC Reports")since June 30, 2004. As of their respective datesdates (or, if amended, as of the date of such amendment prior to the date hereof), the SEC Company Reports complied (i) were timely and any Company Reports filed with the Commission; (iiSEC subsequent to the date hereof will comply) complied, in all material respects, respects with the applicable requirements of the Exchange Act and or the Securities Act; , as the case may be, and (iii) the rules and regulations of the SEC promulgated thereunder and did not not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Other than the SEC Reports, the Company and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994. (b) Each of (i) the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) included in fairly presents, or incorporated by reference into the SEC Reports will fairly presents present, the consolidated financial position of the Company and its Subsidiaries as of the date thereof, subject, in the case of unaudited statements, to normal year-end adjustmentsits date, and (ii) each of the consolidated statements of income (or statements income, of results cash flow and of operations), shareholders' equity and cash flows (including the related notes and schedules) changes in financial position included in or incorporated by reference into the SEC Company Reports (including any related notes and schedules) fairly presents presents, or will fairly present, the results of operations, cash flows, retained earnings and cash flowschanges in financial position, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end adjustments and except as permitted by Form 10-Q of the Commission) audit adjustments), in each case in accordance with GAAP U.S. generally accepted accounting principles (“GAAP”), except as may be noted therein, consistently applied on a consistent basis throughout during the periods covered involved and the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (except ii) None of the Subsidiaries is, or has at any time been, subject to the reporting requirements of Sections 13(a) or 15(d) of the Exchange Act. (iii) Each of the principal executive officer and the principal financial officer of the Company has made all applicable certifications required as stated therein of the date hereof by Rule 13a-14 or in 15d-14 under the notes theretoExchange Act or Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”) and in compliance with the rules and regulations of the Commission.SEC promulgated thereunder with respect to the Company Reports, and, to the knowledge of the Company, the statements

Company Reports; Financial Statements. (ai) The Company has delivered or made available to the Investor a true and complete copy of Parent each registration statement, report, proxy statement or information statement prepared by it since December 31, 1997 including (iA) the Company's Annual Report on Form 10-K for the fiscal years year ended August December 31, 19961998 (the "Audit Date"), 1995 and 1994; (iiB) the Company's Quarterly Report Reports on Form 10-Q for the periods ended November March 31, 1999, June 30, 1996, February 29, 1997 1999 and May September 30, 1997; and (iii) 1999, each registration statement, report on Form 8-K and Form 8-A, proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31, 1994, in each case in the form (including financial statementsexhibits, schedules, exhibits annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date hereof, the "SEC Company Reports"). As of their respective dates, the SEC Company Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (i) were timely the "Securities Act"), or the Exchange Act, as the case may be, and did not, and any Company Reports filed with the Commission; (ii) compliedSEC subsequent to the date hereof will not, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Other than The financial statements of the Company included in the Company Reports comply in all material respects as to form with applicable accounting requirements and the published rules and regulations of the SEC Reports, the Company and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994. (b) respect thereto. Each of (i) the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) included in presents fairly, or incorporated by reference into the SEC Reports fairly presents will present fairly, the consolidated financial position of the Company and its Subsidiaries as of the its respective date thereof, subject, in the case and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements and of results of operations), shareholdersstockholders' equity and of cash flows (including the related notes and schedules) included in or incorporated by reference into the SEC Company Reports (including any related notes and schedules) fairly presents presents, or will fairly present, the results of operations, retained earnings and cash flows, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-year- end audit adjustments and except as permitted by Form 10-Q of the Commission) that will not be material in amount or effect), in each case in accordance with GAAP generally accepted accounting principles ("GAAP") consistently applied on a consistent basis throughout during the periods indicated, except as may be noted therein. (ii) The Company has made available or provided to Parent true and complete copies of the annual and quarterly statements of each of the Company Insurance Subsidiaries as filed with the applicable insurance regulatory authorities for the years ended December 31, 1996, 1997 and 1998 and the quarterly periods ended March 31, 1999, June 30, 1999 and September 30, 1999, including all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents filed in connection therewith, or the local equivalent in its respective jurisdiction (collectively with any such statement filed subsequent to the date hereof, the "Company SAP Statements"). The Company SAP Statements were and will be prepared in conformity with statutory accounting practices prescribed or permitted by the applicable insurance regulatory authority ("SAP") consistently applied for the periods covered (except as stated therein or thereby, were and will be prepared in the notes thereto) and in compliance accordance with the books and records of the Company or the Company Insurance Subsidiary, as the case may be, and present fairly the statutory financial position of such Company Insurance Subsidiaries as at the respective dates thereof and the results of operations of such Subsidiaries for the respective periods then ended. The Company SAP Statements complied and will comply in all material respects with all applicable Laws, rules and regulations when filed, and no material deficiency has been asserted with respect to any Company SAP Statements by the applicable insurance regulatory body or any other governmental agency or body. Except as indicated therein, all assets that are reflected on the Company Prepared SAP Statements comply with all applicable foreign, federal, state and local statutes and regulations regulating the business and products of insurance and all applicable Insurance Laws (as defined in Section 5.1(i)) with respect to admitted assets and are in an amount at least equal to the Commissionminimum amounts required by Insurance Laws. The annual statutory balance sheets and income statements included in the Company SAP Statements have been audited by Ernst & Young LLP, and the Company has provided to Parent true and complete copies of all audit opinions related thereto. The Company has provided to Parent true and complete copies of all examination reports of insurance departments and any insurance regulatory agencies since January 1, 1995 relating to the Company Insurance Subsidiaries and a list of all pending market conduct examinations, or the local equivalent in its respective jurisdiction.

Company Reports; Financial Statements. The Company and, to the extent applicable, each of its then or current Subsidiaries has made all filings required to be made by it with the SEC since October 4, 1994 (a) collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"). The Company has delivered or made available to Parent each registration statement, report, proxy statement or information statement filed with the Investor a true Securities and complete copy of Exchange Commission (the "SEC") by it since December 31, 1998 (the "Audit Date"), including, without limitation, (i) the Company's Annual Report on Form 10-K for the fiscal years year ended August December 31, 19961998, 1995 and 1994; (ii) the Company's Quarterly Report on Form 10-Q for the periods quarter ended November 30March 31, 19961999, February 29as amended, 1997 and May 30, 1997; and (iii) each registration statementthe Company's Proxy Statement filed on April 20, report 1999, (iv) the Company's Registration Statement on Form S-3 filed on April 23, 1999, and (v) the Company's Current Report on Form 8-K and Form 8-Afiled on March 29, proxy statement1999, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31, 1994, in each case all in the form (including financial statementsexhibits, schedules, exhibits annexes and any amendments thereto) filed with the Commission (collectivelySEC. Except as set forth in Schedule 5.1(e), the "SEC Reports"). As as of their respective dates, the SEC Company Reports (i) were timely did not, and any Company Reports filed with the Commission; (ii) compliedSEC subsequent to the date hereof will not, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Other than the SEC Reports, the Company and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994. (b) Each of (i) the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) included presents fairly, or will present fairly, in or incorporated by reference into the SEC Reports fairly presents all material respects, the consolidated financial position of the Company and its Subsidiaries as of the its date thereof, subject, in the case and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements and of results of operations), shareholders' equity and cash flows (including the related notes and schedules) changes in financial position included in or incorporated by reference into the SEC Company Reports fairly (including any related notes and schedules) presents fairly, or will present fairly, in all material respects, the results of operations, retained earnings and cash flowschanges in financial position, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) for the periods set forth therein (except as otherwise noted therein and subject, in the case of unaudited statements, to notes and normal year-end audit adjustments and except as permitted by Form 10-Q of the Commission) that will not be material in amount or effect), in each case in accordance with GAAP generally accepted accounting principles ("GAAP") consistently applied on a consistent basis throughout during the periods covered (involved, except, in the case of unaudited financial statements, as permitted by SEC Form 10-Q, and except as stated therein may be noted therein. Other than the Company Reports specifically recited in clauses (i) through (v) of the first sentence of this Section 5.1(e), the Company has not, on or in prior to the notes thereto) and in compliance date hereof, filed any other definitive reports or statements with the rules and regulations of SEC since the CommissionAudit Date.

Company Reports; Financial Statements. (a) The Company Seller has delivered to the Investor a true and complete copy of Buyer each registration statement, report, proxy statement or information statement prepared by it since December 31, 1997 (the "Audit Date"), including (i) the Company's Annual Report on Form 10-K for the fiscal years year ended August December 31, 19961997, 1995 and 1994; (ii) the Company's Quarterly Report Reports on Form 101O-Q for the periods ended November March 31, 1998 and June 30, 1996, February 29, 1997 and May 30, 1997; 1998 and (iii) each registration statement, report the Company's Reports on Form 8-K dated February 18, 1998, June 30, 1998, July 2, 1998 and Form 8-ASeptember 30, proxy statement1998, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31, 1994, in each case in the form (including financial statementsexhibits, schedules, exhibits annexes and any amendments thereto) filed with the Commission SEC (collectively, including any such reports filed subsequent to the date hereof and any amended reports, the "SEC Company Reports"). As of their respective datesdates (or, if amended, as of the date of such amendment), insofar as the Company Reports relate to the Purchased Assets, the SEC Company Reports (i) were timely did not, and any Company Reports filed with the Commission; (ii) compliedSEC subsequent to the date hereof will not, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Other than With respect to the SEC Reportsfinancial information relating to the Purchased Assets, the Company and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994. (b) Each each of (i) the consolidated balance sheets (including the related notes and schedules) included in or incorporated by reference into the SEC Company Reports (including any related notes and schedules) fairly presents presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries subsidiaries as of the its date thereof, subject, in the case and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements and of results of operations), shareholders' equity and cash flows (including the related notes and schedules) changes in financial position included in or incorporated by reference into the SEC Company Reports (including any related notes and schedules) fairly presents presents, or will fairly present, the results of operations, retained earnings and cash flowschanges in financial position, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments and except as permitted by Form 10-Q of the Commission) that will not be material in amount or effect), in each case in accordance with GAAP generally accepted accounting principles consistently applied on a consistent basis throughout during the periods covered (involved, except as stated therein or in the notes thereto) and in compliance with the rules and regulations of the Commissionmay be noted therein.

Company Reports; Financial Statements. (a) The Company has delivered to the Investor a true and complete copy of (i) the Company's Annual Report on Form 10-K for each of the fiscal years ended August 31September 30, 1998, 1997, 1996, 1995 and 1994; (ii) the Company's Quarterly Report on Form 10-Q for each of the periods ended November 30December 31, 19961998 and March 31, February 29, 1997 and May 30, 1997; 1999 and (iii) each registration statement, report on Form 8-K and Form 8-AK, proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31September 30, 19941994 and prior to the date hereof, in each case in the form (including financial statements, schedules, exhibits and any amendments thereto) filed with the Commission (collectively, the "SEC ReportsREPORTS"). As of their respective dates, the SEC Reports and any registration statement, report, proxy statement, information statement or other statement filed by the Company with the Commission before the Closing Date (collectively, the "SUBSEQUENT REPORTS") (i) were was, or will be, as the case may be, timely filed with the Commission; (ii) complied, or will comply, as the case may be, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; , and (iii) did not not, or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Other than the SEC ReportsReports or, with respect to Subsequent Reports required to be filed after the date hereof, such filings as have been made, the Company and its Subsidiaries have has not filed or been required to file any other reports or statements with the Commission since December 31September 30, 1994. (b) Each of (i) the consolidated balance sheets (including the related notes and schedules) included in or incorporated by reference into the SEC Reports or any Subsequent Reports fairly presents presents, or will fairly present, as the case may be, in all material respects, the consolidated financial position of the Company and its Subsidiaries entities to which it applies as of the date thereof, subject, in the case and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements of results of operations), shareholdersstockholders' equity and cash flows (including the related notes and schedules) included in or incorporated by reference into the SEC Reports or any Subsequent Reports, fairly presents or will fairly present, as the case may be, in all material respects, the results of operations, retained earnings and cash flows, as the case may be, of the Company and its Subsidiaries entities to which it applies (on a consolidated basis) for the periods or as of the dates, as the case may be, set forth therein (subjecttherein, in the case of unaudited statements, to normal year-end adjustments and except as permitted by Form 10-Q of the Commission) in each case in accordance with GAAP applied on a consistent basis throughout the periods covered (except as stated therein or in the notes thereto) and in compliance with the rules and regulations of the Commission. (c) The Annual Statements and Quarterly Statements of each Subsidiary of the Company that is required to file such statements (each, a "REGULATED SUBSIDIARY"), as filed with the Department of Insurance, Superintendent of Insurance or similar insurance regulatory authority of the state of domicile of such Regulated Subsidiary (with respect to each Regulated Subsidiary, its "APPLICABLE INSURANCE DEPARTMENT") for the fiscal year ended September 30, 1998 and the quarters ended December 31, 1998 and March 31, 1999, respectively, together with any notes, exhibits and schedules thereto, have been prepared in accordance with the accounting practices prescribed or permitted by the Applicable Insurance Department for purposes of financial reporting to the applicable state's insurance regulators ("STATE STATUTORY ACCOUNTING PRACTICES"), and such accounting practices have been applied on a basis consistent with State Statutory Accounting Practices throughout the periods involved, except as expressly set forth in any notes, exhibits and schedules thereto. (d) The regulatory capital funding requirements of the Regulated Subsidiaries are, in all material respects, as previously disclosed by the Company to the Investor (the "CAPITAL FUNDING REQUIREMENTS DISCLOSURE"). (e) The Company is eligible to register securities for offer and sale on Form S-3 under the Securities Act.

Company Reports; Financial Statements. (a) The Each of the Company and its Subsidiaries has made available each of its annual reports and proxy statements delivered to the Investor a true and complete copy of (i) the Company's Annual Report on Form 10-K for the fiscal years ended August its Members since December 31, 19962004 (collectively, 1995 and 1994; (ii) the Company's Quarterly Report on Form 10-Q for the periods ended November 30, 1996, February 29, 1997 and May 30, 1997; and (iii) each registration statement, report on Form 8-K and Form 8-A, proxy statement, information statement or other document, report or statement filed by “Company Reports”). Neither the Company or nor any of its Subsidiaries with has received, or knows of, any comments or inquiries from the Commission since December 31SEC relating to any Company Report that, 1994, in each case individually or in the form (including financial statementsaggregate, schedules, exhibits and any amendments thereto) filed with the Commission (collectively, the "SEC Reports")have had or are reasonably expected to have a Company Material Adverse Effect. As of their respective datesdates (or if amended prior to the date hereof, as of the date of such amendment), the SEC Company Reports (i) were timely filed with the Commission; (ii) complied, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Other than The Company has delivered to Parent true and complete copies of the SEC Reports, audited consolidated financial statements of the Company and its Subsidiaries have not filed or been required to file any other reports or statements with for the Commission since fiscal years ended December 31, 1994. 2004, December 31, 2005 and December 31, 2006 and the consolidated unaudited financial statements as of September 30, 2007 (b) together the “Company Financial Statements”). Each of (i) the consolidated balance sheets included in the Company Financial Statements (including the related notes and schedules) included in or incorporated by reference into the SEC Reports fairly presents the consolidated financial position of the Company and its Subsidiaries as of the its date thereof, subject, in the case and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements of results of operations)income, shareholders' equity retained earnings, and cash flows and of changes in financial position included in the Company Financial Statements (including the any related notes and schedules) included in or incorporated by reference into the SEC Reports fairly presents the results of operations, retained earnings earnings, members’ equity, cash flows and cash flowschanges in financial position, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) for the periods set forth therein (subjecttherein, in the case of unaudited statements, to normal year-end adjustments and except as permitted by Form 10-Q of the Commission) in each case in conformity with GAAP consistently applied during the periods involved, except as may be noted therein. (b) The Company and its Subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of their financial statements and to maintain accountability for their assets, (iii) access to their assets is permitted only in accordance with GAAP applied on a consistent basis throughout management’s authorization, (iv) the periods covered reporting of their assets is compared with existing assets at regular intervals and (except as stated therein v) accounts, notes and other receivables and inventory are recorded accurately in all respects. (c) Neither the Company, nor any of its Subsidiaries has received any material written complaint, allegation, assertion or in claim regarding the notes thereto) and in compliance with the rules and regulations accounting or auditing practices, procedures, methodologies or methods of the CommissionCompany or any of its Subsidiaries or their respective internal accounting controls, including any material written complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in improper accounting or auditing practices.

Company Reports; Financial Statements. (a) The Company has delivered made available to Parent each registration statement, schedule, report, proxy statement or information statement filed by it since December 31, 1997 (the Investor a true and complete copy of "AUDIT DATE"), including, without limitation, (i) the Company's Annual Report on Form 10-K for the fiscal years year ended August December 31, 1996, 1995 1997 and 1994; (ii) the Company's Quarterly Report on Form 10-Q for the periods ended November 30, 1996, February 29, 1997 and May 30, 1997; and (iii) each registration statement, report on Form 8-K and Form 8-A, proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December March 31, 19941998, in each case in the form (including financial statements, schedules, exhibits and any amendments thereto) filed with the Commission SEC (collectivelyall such statements, schedules and reports, the "SEC ReportsCOMPANY REPORTS"). As of their respective dates, the SEC Company Reports (i) were timely did not, and any Company Reports filed with the Commission; (ii) compliedSEC subsequent to the date hereof will not, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Other than the SEC Reports, the Company and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994. (b) Each of (i) the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) included in or incorporated by reference into the SEC Reports fairly presents in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries as of the its date thereof, subject, in the case and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements and of results of operations), shareholders' equity and cash flows (including the related notes and schedules) changes in financial position included in or incorporated by reference into the SEC Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings and cash flowschanges in financial position, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments and except as permitted by Form 10-Q of the Commission) which will not be material in amount or effect), in each case in accordance with GAAP generally accepted accounting principles consistently applied on a consistent basis throughout during the periods covered (involved, except as stated therein or in the notes thereto) and in compliance with the rules and regulations of the Commissionmay be noted therein.

Company Reports; Financial Statements. (a) The Company has delivered to the Investor a true and complete copy of Holders each registration statement, report, proxy statement or information statement prepared by it since December 30, 2001 (the "Audit Date"), including (i) the Company's Annual Report on Form 10-K for the fiscal years year ended August 31December 30, 1996, 1995 2001 and 1994; (ii) the Company's Quarterly Report Reports on Form 10-Q for the periods ended November March 31, 2002, June 30, 1996, February 2002 and September 29, 1997 and May 302002, 1997; and (iii) each registration statement, report on Form 8-K and Form 8-A, proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31, 1994, in each case in the form (including financial statementsexhibits, schedules, exhibits annexes and any amendments thereto) filed with the Commission SEC (collectively, including any such reports filed subsequent to the date hereof, the "SEC Company Reports"). As of their respective dates, the SEC Company Reports (i) were timely did not, and any Company Reports filed with the Commission; (ii) compliedSEC subsequent to the date hereof will not, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Other than the SEC Reports, the Company and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994. (b) Each of (i) the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) included in fairly presents, or incorporated by reference into the SEC Reports will fairly presents present, the consolidated financial position of the Company and its Subsidiaries as of the its date thereof, subject, in the case and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements and of results of operations), shareholders' equity and cash flows (including the related notes and schedules) changes in financial position included in or incorporated by reference into the SEC Company Reports (including any related notes and schedules) fairly presents presents, or will fairly present, the results of operations, retained earnings and cash flowschanges in financial position, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments and except as permitted by Form 10-Q of the Commission) that will not be material in amount or effect), in each case in accordance with GAAP consistently applied on a consistent basis throughout during the periods covered (involved, except as stated therein or in the notes thereto) and in compliance with the rules and regulations of the Commissionmay be noted therein.

Company Reports; Financial Statements. (ai) The Company has delivered or made available to the Investor a true and complete copy of Parent each registration statement, report, proxy statement or information statement prepared by it since March 31, 2004, including (i) the Company's Annual Report Reports on Form 10-K for the fiscal years ended August March 31, 19962004, 1995 March 31, 2005, and 1994; Xxxxx 00, 0000, (iixx) the Company's Quarterly Report Reports on Form 10-Q for the periods ended November June 30, 19962004, February 29, 1997 and May September 30, 1997; 2004, December 31, 2004, June 30, 2005, September 30, 2005, December 31, 2005 and June 30, 2006 and (iii) each registration statement, report Current Report on Form 8-K and Form 8-Afiled since June 30, proxy statement2004, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission since December 31, 1994, in each case in the form (including financial statementsexhibits, schedules, exhibits annexes and any amendments thereto) filed with the Commission SEC (collectively, including any such reports filed subsequent to the date hereof and as amended, the "SEC Company Reports"). The Company has filed all reports, schedules, forms and statements required to be filed by the Company with the SEC since June 30, 2004. As of their respective datesdates (or, if amended, as of the date of such amendment prior to the date hereof), the SEC Company Reports complied (i) were timely and any Company Reports filed with the Commission; (iiSEC subsequent to the date hereof will comply) complied, in all material respects, respects with the applicable requirements of the Exchange Act and or the Securities Act; , as the case may be, and (iii) the rules and regulations of the SEC promulgated thereunder and did not not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Other than the SEC Reports, the Company and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994. (b) Each of (i) the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) included in fairly presents, or incorporated by reference into the SEC Reports will fairly presents present, the consolidated financial position of the Company and its Subsidiaries as of the date thereof, subject, in the case of unaudited statements, to normal year-end adjustmentsits date, and (ii) each of the consolidated statements of income (or statements income, of results cash flow and of operations), shareholders' equity and cash flows (including the related notes and schedules) changes in financial position included in or incorporated by reference into the SEC Company Reports (including any related notes and schedules) fairly presents presents, or will fairly present, the results of operations, cash flows, retained earnings and cash flowschanges in financial position, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end adjustments and except as permitted by Form 10-Q of the Commission) audit adjustments), in each case in accordance with GAAP U.S. generally accepted accounting principles ("GAAP"), except as may be noted therein, consistently applied on a consistent basis throughout during the periods covered involved and the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (except ii) None of the Subsidiaries is, or has at any time been, subject to the reporting requirements of Sections 13(a) or 15(d) of the Exchange Act. (iii) Each of the principal executive officer and the principal financial officer of the Company has made all applicable certifications required as stated therein of the date hereof by Rule 13a-14 or in 15d-14 under the notes theretoExchange Act or Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 ("SOX") and in compliance with the rules and regulations of the CommissionSEC promulgated thereunder with respect to the Company Reports, and, to the knowledge of the Company, the statements contained in such certifications are true and correct. For purposes of the preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in SOX. Neither the Company nor any of the Subsidiaries of the Company has outstanding, or has arranged any outstanding, "extensions of credit" to directors or executive officers within the meaning of Section 402 of SOX, except as may have been in existence prior to the application of Section 402 of SOX to the Company. (iv) Except as set forth in Section 5.1(e)(iv) of the Company Disclosure Letter, the Company has not received any written notification of a "material weakness" in the Company's internal controls over financial reporting, and, to the knowledge of the Company, there is no set of circumstances that would reasonably be expected to result in a "material weakness" in the internal controls over financial reporting of the Company. For purposes of this Agreement, the term "material weakness" shall have the meaning assigned to it in the Public Company Accounting Oversight Board's Auditing Standard 2, as in effect on the date hereof. (v) Neither the Company nor any of the Subsidiaries is a party to, or has any commitment to become a party to, any "off-balance sheet arrangements" (as defined in Item 303(a) of Regulation S-K promulgated by the SEC), where the purpose or effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Subsidiaries in the Company's or such Subsidiary's published financial statements or other Company Reports. (vi) To the knowledge of the Company, the Company is in material compliance with the applicable provisions of SOX, the rules and regulations of the SEC adopted in connection therewith.

Company Reports; Financial Statements. (a) The Company has delivered to the Investor a true and complete copy of Purchaser (i) each proxy statement or information statement distributed by it since January 1, 1995, (ii) the Company's Annual Report on Form 10-K for the fiscal years year ended August December 31, 1996, 1995 1994 (the "10-K") and 1994; (iiiii) the Company's Quarterly Report Reports on Form 10-Q for the periods ended November March 31, 1995, June 30, 1996, February 29, 1997 1995 and May September 30, 1997; 1995, and (iiiiv) each registration statement, report on Form 8-K and Form 8-A, proxy statement, information statement or other document, report or statement filed by the Company or any of its Subsidiaries with the Commission it since December 31, 1994, in each case in the form (including financial statements, schedules, exhibits and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, the "SEC Company Reports"). As of their respective dates, the SEC Company Reports (i) were timely filed with the Commission; (ii) complied, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Other than the SEC Reports, the Company and its Subsidiaries have not filed or been required to file any other reports or statements with the Commission since December 31, 1994. (b) Each of (i) the consolidated balance sheets included in or incorporated by reference into the 10-K and the Company's September 30, 1995 Quarterly Report on Form 10-Q (including the related notes and schedules) included in or incorporated by reference into the SEC Reports fairly presents the consolidated financial position of the Company and its Subsidiaries subsidiaries as of the its date thereof, subject, in the case and each of unaudited statements, to normal year-end adjustments, and (ii) the consolidated statements of income (or statements income, of results of operations), shareholderschanges in stockholders' equity and of cash flows (including the related notes and schedules) included in or incorporated by reference into the SEC Reports 10-K and the Company's September 30, 1995 Quarterly Report on Form 10-Q (including any related notes and schedules) fairly presents the results of operations, retained earnings and cash flows, as the case may be, of the Company and its Subsidiaries (on a consolidated basis) for subsidiaries of the periods set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments and except as permitted by Form 10-Q of the Commission) audit adjustments), in each case in accordance with GAAP generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein. Purchaser and Merger Sub each acknowledge that the Company or its subsidiaries presently are parties to one or more agreements (collectively, the "Management Agreement") with Aetna Health Management, Inc. ("AHM") pursuant to which AHM provides substantially all of the management, marketing, financial and administrative services used by the Company or its subsidiaries. Anything else contained in this Agreement to the contrary notwithstanding, neither Holdings nor the Company makes any representation or warranty as to whether the fees paid by the Company or its subsidiaries to AHM under the Management Agreement accurately reflect the cost of managing the Company and its subsidiaries (either historically or on a consistent basis throughout prospective basis). Other than the periods covered (except as stated therein Company Reports, the Company has not filed prior to the date hereof any definitive reports or in the notes thereto) and in compliance statements with the rules and regulations of the CommissionSEC since December 31, 1994.