Common use of Company SEC Documents and Financial Statements Clause in Contracts

Company SEC Documents and Financial Statements. (a) Since December 28, 1998, the Company has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC ("Company SEC Documents"). As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement), each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC prior to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after 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 to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the Company's consolidated statements of financial condition or balance sheets included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules, fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the financial position of the Company as of the date of such balance sheet and each of the Company's statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with GAAP consistently applied during the periods involved (except as may be noted therein and except, in the case of unaudited statements, for the absence of notes).

Company SEC Documents and Financial Statements. (a) Since December 28, 1998, the The Company has timely filed with the Securities and Exchange Commission (the "SEC") all required forms, reports, schedules, formsstatements, statements exhibits and other documents required to be filed by it since December 31, 1997 under the Exchange Act or the Securities Act of 1933, as amended (including exhibits and all other information incorporated thereinthe "Securities Act") with (collectively, the SEC ("Company SEC Documents"). As of their respective dates (and without giving effect to any amendments or modifications filed after its filing date or, if amended, as of the date of this Agreement)the last such amendment, each Company SEC Document complied in all material respects with the applicable requirements of the Company SEC DocumentsExchange Act or the Securities Act, including as the financial statementscase may be, exhibits and schedules thereto, filed the applicable rules and publicly available with regulations of the SEC prior to the thereunder. As of its filing date hereof complied (and each or, if amended, as of the Company SEC Documents filed after the date of this Agreementthe last such amendment, will comply) as each Company SEC Document filed pursuant to form with applicable Securities Laws and the Exchange Act did not (or in the case of statements, circulars or reports filed after the date of this Agreement, will not) contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein, in the light therein not misleading. None of the circumstances under which they were madeCompany Subsidiaries is required to file any forms, not misleading. (b) Each reports or other documents with the SEC. All of the Company's audited financial statements and unaudited consolidated interim financial statements of financial condition or balance sheets the Company included in or incorporated by reference into the Company SEC DocumentsDocuments (collectively, including the related notes "Financial Statements") (i) have been prepared from, are in accordance with and schedulesaccurately reflect the books and records of the Company and its consolidated Subsidiaries, fairly presented (ii) comply in all material respects (or, in with the case of Company SEC Documents filed after applicable accounting requirements and with the date of this Agreement, will fairly present in all material respects) the financial position published rules and regulations of the Company as of the date of such balance sheet and each of the Company's statements of incomeSEC with respect thereto, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respectsiii) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case have been prepared in accordance with GAAP consistently United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be noted indicated therein or in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iv) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amount) of the Company and its consolidated Subsidiaries as of the times and for the absence of notes)periods referred to therein.

Company SEC Documents and Financial Statements. (a) Since December 28---------------------------------------------- July 14, 19981999, the Company has timely filed all required forms, reports, schedulesregistration statements, forms, information statements and other documents (including exhibits and all other information incorporated therein) with the SEC required to be filed by it pursuant to the federal securities laws and the SEC rules and regulations thereunder (collectively, the "Company SEC Documents"). As , all of which have complied as of their respective filing dates (in all material respects with all applicable requirements of the Securities Act, and without giving the Exchange Act, and the rules promulgated thereunder in effect to any amendments or modifications filed after as of the date of this Agreement), each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC prior to the date hereof complied (and each filing. None of the Company SEC Documents filed after required by the Exchange Act at the time filed, nor any of the Company SEC Documents required by the Securities Act as of the date of this Agreementtheir effectiveness, will comply) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after the date of this Agreement, will not) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Each , except to the extent that information contained in any Company SEC Document has been revised or superseded by a later-filed Company SEC Document filed and publicly available prior to the date hereof. The financial statements of the Company's consolidated statements of financial condition or balance sheets Company included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules, fairly presented Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (orexcept, in the case of Company SEC Documents filed after unaudited statements, as permitted by Form 10-Q of the date of this Agreement, will SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects) the consolidated financial position of the Company and its consolidated Subsidiaries as of the date dates thereof and the consolidated results of such balance sheet their operations, retained earnings, changes in financial position and each of the Company's statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with GAAP consistently applied during the periods involved . Except for (except as may be noted therein and except, a) liabilities incurred in the case ordinary course of unaudited statementsbusiness since January 29, 2000, (b) liabilities accrued or reserved against in the Company SEC Documents, or (c) liabilities disclosed herein or in the Company Disclosure Schedule, the Company does not have any liabilities (whether, direct, indirect, accrued or contingent), except for such liabilities, individually or in the absence of notes)aggregate, that would not have a Company Material Adverse Effect.

Company SEC Documents and Financial Statements. (a) Since December 2821, 19982021, the Company has timely filed or furnished (as applicable) with the SEC all required material forms, reports, schedules, forms, statements and other documents required by it to be filed or furnished (including exhibits as applicable) under the Exchange Act or the Securities Act (such documents and all any other information incorporated therein) documents filed or furnished by the Company with the SEC ("SEC, as have been amended or supplemented since the time of their filing or furnishing, collectively, the “Company SEC Documents"”). As of their respective filing dates (and without giving effect to any amendments or modifications filed after if amended, as of the date of this Agreementsuch amendment, or, with respect to registration statements filed under the Securities Act, as of the date such registration statement became effective (or, if amended, the date such amendment became effective)), each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC prior to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply(a) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after 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 the light of the circumstances under which they were made, not misleadingmisleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date hereof, there are no material outstanding or unresolved comments received from the SEC with respect to any of the Company SEC Documents. No Subsidiary of the Company is required to file, or files, any reports, schedules, forms, statements, prospectuses, registration statements or other documents with the SEC. (b) Each All of the Company's audited consolidated financial statements and unaudited interim financial statements of financial condition or balance sheets the Company included in or incorporated by reference into the Company SEC DocumentsDocuments (collectively, including the related notes and schedules“Financial Statements”), fairly presented (i) complied in all material respects with the published rules and regulations of the SEC with respect thereto, (orii) have been prepared from and, are in accordance with, the case books and records of the Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects, (iii) the financial position of the Company as of the date of such balance sheet and each of the Company's statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case have been prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of unaudited interim financial statements, for normal and recurring year-end adjustments, for the absence of notesfootnotes and as may be permitted by the SEC on Form 10-Q, Form 8-K or any successor or like form under the Exchange Act), and (iv) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company as of the times and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments, for the absence of footnotes). Between December 21, 2021 and the date of this Agreement, there has been no material change in the Company’s accounting methods or principles that would be required to be disclosed in the Financial Statements in accordance with GAAP, except as described in the notes thereto. (c) The Proxy Statement (including any amendment or supplement thereto), at the time first sent or given to the stockholders of the Company and at the time of the Stockholders’ Meeting, will comply as to form in all material respects with the requirements of the Exchange Act (and the Securities Act, as may be required) and the applicable rules and regulations thereunder and of the SEC and Nasdaq. The Proxy Statement will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent, Merger Sub or any Representatives thereof for inclusion or incorporation by reference in the Proxy Statement.

Company SEC Documents and Financial Statements. (a) Since December 28, 1998, the The Company has timely filed or furnished (as applicable) with the SEC all required forms, reports, schedules, forms, statements and other documents required by it to be filed or furnished (as applicable) since and including exhibits and all other information incorporated therein) with January 1, 2017 under the SEC Exchange Act or the Securities Act ("such documents, as have been amended since the time of their filing, collectively, the “Company SEC Documents"”). As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement)filing dates, each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available Documents (i) did not (or with the SEC prior respect to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after the date of this Agreementhereof, 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 the light of the circumstances under which they were made, not misleadingmisleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. 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 SEC Documents. To the Knowledge of the Company, as of the date hereof, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation. (b) Each All of the Company's consolidated audited financial statements and unaudited interim financial statements of financial condition or balance sheets the Company included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules, fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the financial position of the Company as of the date of such balance sheet and each of the Company's statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to “Financial Statements”), (i) have been or will be, as the "Company Financial Statements")case may be, fairly presented prepared from and, are in all material respects accordance with, the books and records of the Company, (orii) have been or will be, in as the case of Company SEC Documents filed after the date of this Agreementmay be, will fairly present in all material respects) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of unaudited interim financial statements, for normal and recurring year-end adjustments, for the absence of notesfootnotes and as may be permitted by the SEC on Form 10-Q, Form 8-K or any successor or like form under the Exchange Act), and (iii) fairly present in all material respects the financial position and the results of operations and cash flows of the Company as of the times and for the periods referred to therein.

Company SEC Documents and Financial Statements. (a) Since December 28, 1998, the The Company has timely filed or furnished (as applicable) with the SEC all required registration statements, prospectuses, forms, reports, proxy statements, schedules, forms, statements and other documents required by it to be filed or furnished (as applicable) since and including January 1, 2008 under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) (such documents and any other documents filed by the Company with the SEC, including exhibits and all other information incorporated therein) with therein as they have been amended, supplemented or modified since the SEC ("time of their filing, collectively, the “Company SEC Documents"”). As of their respective filing dates (and without giving effect to any amendments or modifications filed after the date of this Agreement), each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available Documents (a) did not (or with the SEC prior respect to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after the date of this Agreementhereof, 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 the light of the circumstances under which they were made, not misleading. misleading and (b) Each complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. As of the date hereof, the Company has not received any written or, to the Company's consolidated statements ’s knowledge, oral notice from the SEC that any of financial condition the Company SEC Documents is the subject of any ongoing review by the SEC or balance sheets included outstanding SEC investigation, and as of the date hereof, there are no outstanding or unresolved comments in or incorporated by reference into comment letters from the SEC staff with respect to any of the Company SEC Documents. To the knowledge of the Company, including the related notes and schedules, fairly presented in all material respects (or, in the case as of Company SEC Documents filed after the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. All of the audited financial statements and unaudited interim financial statements of the Company included in the Company SEC Documents and with the related notes and schedules thereto (collectively, the “Financial Statements”), (i) have been or will fairly present be, as the case may be, prepared from, are in accordance with, and accurately reflect the books and records of the Company and the Significant Subsidiaries in all material respects, (ii) the financial position of the Company as of the date of such balance sheet and each of the Company's statements of incomehave been or will be, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements")case may be, fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case prepared in accordance with GAAP consistently United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of unaudited interim financial statements, for normal and recurring year end adjustments and as may be permitted by the absence SEC on Form 10-Q, Form 8-K or any successor or like form under the Exchange Act), (iii) fairly present in all material respects the consolidated financial position and the consolidated results of notes)operations and cash flows and changes in stockholders’ equity of the Company and its Company Subsidiaries as of the dates and for the periods referred to therein and (iv) complied as to form, as of their respective filing dates with the SEC in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (b) The Company is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations of the NYSE.

Company SEC Documents and Financial Statements. (a) Since December 28March 21, 19982006, the Company has timely filed or furnished (as applicable) with the SEC all required forms, reports, schedules, forms, statements and other documents required by it to be filed or furnished (including exhibits and all other information incorporated thereinas applicable) with the SEC SEC, including those documents required to be filed or furnished ("as applicable) under the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”) or the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), including all certifications and statements required by (i) Rule 13a-14 or 15d-14 of the Exchange Act or (ii) 18 U.S. C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act (such documents and any other documents filed by the Company with the SEC, including those that the Company may file after the date hereof until the Closing, as amended since the time of their filing, collectively, the “Company SEC Documents")”) and complete and correct copies of all such Company SEC Documents are available to Parent through public sources. As of their respective filing dates (and without giving effect or if amended subsequent to any amendments or modifications filing, as of the date of their last amendment filed after prior to the date of this Agreement)) and, each in the case of any proxy statement, as of the date mailed to shareholders and the date of the meeting, the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC prior to the date hereof complied : (and each of the Company SEC Documents filed after the date of this Agreement, will complyi) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after 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 the light of the circumstances under which they were made, not misleading. ; and (bii) Each complied as to form in all material respects with the applicable requirements of the Company's Exchange Act or the Securities Act, as the case may be and the applicable rules and regulations of the SEC thereunder. All of the consolidated financial statements of financial condition or balance sheets included in or incorporated by reference into the Company SEC Documents, (including the all related notes and schedules, fairly presented in all material respects (or, ) of the Company included in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the financial position of the Company as of the date of such balance sheet and each of the Company's statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company “Financial Statements"), fairly presented in all material respects ”): (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respectsA) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case have been prepared in accordance with GAAP consistently United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q or any successor form under the Exchange Act); and (B) fairly present in all material respects the financial position and the results of operations and cash flows of the Company and its consolidated Subsidiaries as of the times and for the absence periods referred to therein consistent with the books and records of notes)the Company and its Subsidiaries. The Company has heretofore furnished to Parent a complete and correct copy of any amendments or material modifications which have not yet been filed with the SEC to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act.

Company SEC Documents and Financial Statements. (a) Since December 28, 1998, the The Company has timely filed or furnished (as applicable) with the SEC all required forms, reports, schedules, forms, statements and other documents required by it to be filed or furnished (as applicable) since and including exhibits January 1, 2007, under the Exchange Act or the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”)) (such documents and any other information incorporated therein) documents filed by the Company with the SEC ("SEC, as have been amended since the time of their filing, collectively, the “Company SEC Documents"”). As of their respective filing dates (and without giving effect to any amendments or modifications filed after the date of this Agreement), each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available Documents (a) did not (or with the SEC prior respect to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after the date of this Agreementhereof, 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 the light of the circumstances under which they were made, not misleading. misleading and (b) Each of the Company's consolidated statements of financial condition or balance sheets included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules, fairly presented complied in all material respects (orwith the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act. None of the Company Subsidiaries is currently required to file any forms, reports, schedules, statements or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its consolidated Subsidiaries included in the case of Company SEC Documents filed after (collectively, the date “Financial Statements”), (i) have been or will be, as the case may be, prepared from, are in accordance with, and accurately reflect the books and records of this Agreement, will fairly present the Company and its consolidated Subsidiaries in all material respects, (ii) the financial position of the Company as of the date of such balance sheet and each of the Company's statements of incomehave been or will be, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements")case may be, fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case prepared in accordance with GAAP consistently United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of unaudited interim financial statements, for normal and recurring year-end adjustments and as may be permitted by the absence SEC on Form 10-Q, Form 8-K or any successor or like form under the Exchange Act), and (iii) fairly present in all material respects the consolidated financial position and the results of notes)operations and cash flows of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein.

Company SEC Documents and Financial Statements. (ai) Since December 28January 1, 1998, the Company has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC ("Company SEC Documents"). As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement), each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC prior to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after 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 to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (bii) Each of the Company's consolidated statements of financial condition or balance sheets included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules, fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the consolidated financial position of the Company and its Subsidiaries as of the date of such balance sheet and each of the Company's consolidated statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the consolidated results of operations, cash flows and changes in stockholders' equity " equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with GAAP consistently applied during the periods involved (except as may be noted therein and except, in the case of unaudited statements, for the absence of notes).

Company SEC Documents and Financial Statements. (a) Since December 28Except as set forth in Section 3.8(a) of the Company Disclosure Schedule, 1998since November 27, 2007, the Company has and from January 1, 2005 until November 27, 2007, Wheeling-Pittsburgh Corporation has timely filed with the SEC all required forms, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC ("Company SEC Documents"). As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement), each of the Company SEC Documents, including the financial statements, exhibits and schedules theretoother documents required by it to be filed under the Exchange Act or the Securities Act (collectively, filed and publicly available the “Company SEC Documents”). None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of its filing date or, if amended prior to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form of the date of the last such amendment, each Company SEC Document fully complied with the applicable requirements of the Exchange Act and the Securities Laws and did not (or in Act, as the case may be. As of statementsits filing date or, circulars or reports filed after if amended prior to the date of this Agreement, will not) as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) . Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the Company's consolidated statements of financial condition date such registration statement or balance sheets included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules, fairly presented in all material respects (or, in the case of Company SEC Documents filed after amendment became effective prior to the date of this Agreement, will fairly present did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in all material respects) order to make the statements made in light of the circumstances under which they were made, not misleading. All of the audited financial position statements and unaudited interim financial statements of the Company as of the date of such balance sheet and each of the Company's statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules Documents (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company “Financial Statements"), fairly presented ”) filed prior to the date of this Agreement (i) comply in all material respects (or, in with the case of Company SEC Documents filed after applicable accounting requirements and with the date of this Agreement, will fairly present in all material respects) the results of operations, cash flows published rules and changes in stockholders' equity regulations of the Company for the periods set forth therein SEC with respect thereto, (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case ii) have been prepared in accordance with GAAP consistently United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be noted therein indicated in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iii) fairly present in all material respects the financial position and the consolidated results of operations and cash flows (subject, in the case of unaudited interim financial statements, to normal and recurring year-end adjustments) of the Company and its consolidated Subsidiaries as of the times and for the absence periods referred to therein. (b) Except as set forth in Section 3.8(b) of notesthe Company’s Disclosure Schedule, the Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the applicable listing and governance rules and regulations of the NASDAQ Stock Market. (c) To the extent required by applicable Law, the Company maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) to provide reasonable assurances (i) that the Company maintains records that in reasonable detail accurately and fairly reflect its transactions and dispositions of assets, (ii) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (iii) that receipts and expenditures are executed only in accordance with authorizations of management and the Board of Directors and (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements. To the extent required by applicable Law, the Company has evaluated the effectiveness of internal control over financial reporting and, to the extent required by applicable Law, presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. The Company has disclosed, based on the most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Board of Directors (and made available to Parent a summary of the significant aspects of such disclosure) (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect 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 control over financial reporting. Except as disclosed in the Company SEC Documents or in Section 3.8(c) of the Company Disclosure Schedule, the Company has not identified any material weaknesses in the design or operation of the Company’s internal control over financial reporting. (d) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such reports. (e) Except as set forth in Section 3.8(e) of the Company Disclosure Schedule, to the knowledge of the Company, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations (other than customary internal audit reviews) pending or threatened in each case regarding any accounting practices of the Company or any of its Subsidiaries or any malfeasance by any director or executive officer of the Company or any of its Subsidiaries. Since November 27, 2007, there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel or similar legal officer, the Board or any committee thereof. (f) Each of the principal executive officer of the Company and the principal financial officer of the Company (or to the Company’s knowledge, each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act of 2002. The Company does not have, and has not arranged any, outstanding “extensions of credit” to directors or executive officers within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (g) Except as set forth in Section 3.8(g) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s published financial statements or other Company SEC Documents.

Company SEC Documents and Financial Statements. (a) Since December 28, 1998, the The Company has timely (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) filed with or furnished (as applicable) to the SEC all required forms, reports, schedules, forms, statements and other documents required by it to be filed or furnished (as applicable) since and including exhibits January 1, 2012 under the Exchange Act or the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) (such documents and any other information incorporated therein) documents filed by the Company with the SEC ("SEC, as have been amended since the time of their filing, collectively, the “Company SEC Documents"”). As of their respective filing dates (and without giving effect except to any amendments or modifications filed after the date of this Agreement), each of the extent corrected by a subsequent Company SEC DocumentsDocument, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC prior to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply(i) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after 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 the light of the circumstances under which they were made, not misleading. misleading in any material respect and (bii) Each of the Company's consolidated statements of financial condition or balance sheets included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules, fairly presented complied in all material respects (orwith the applicable requirements of the Exchange Act or the Securities Act, in as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of Company the SEC Documents filed after thereunder. As of the date of this Agreement, will fairly present in all material respects) no Company Subsidiary is separately subject to the financial position periodic reporting requirements of the Company as Exchange Act. (b) All of the date of such balance sheet audited financial statements for and each of including the Company's fiscal years ended December 31, 2012, 2013 and 2014, and unaudited interim financial statements of incomefor the fiscal quarter ended March 31, cash flows 2015, and changes any other interim period in stockholders' equity the fiscal year to end December 31, 2015 included in or incorporated by reference into the Company SEC Documents, Documents (including any the related notes and schedules thereto) (collectively, the foregoing financial statements and related notes and schedules are referred to as the "“Company Financial Statements"”), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respectsi) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case were prepared in accordance with GAAP consistently generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis during the periods involved (except as may be noted therein indicated in the notes thereto or, in the case of interim financial statements, for normal and exceptrecurring year-end adjustments and as may be permitted by the SEC on Form 10-Q, Form 8-K or any successor or like form under the Exchange Act), and (ii) fairly presented (except as may be indicated in the notes thereto) in all material respects, the financial position and the results of operations, stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries as of the times and for the periods then ended (subject, in the case of unaudited quarterly financial statements, for to the absence of notesnotes and normal year-end adjustments). (c) To the knowledge of the Company, none of the Company SEC Filings is as of the date of this Agreement the subject of ongoing SEC review and as of the date hereof, the Company has not received any comments from the SEC with respect to any of the Company SEC Filings which remain unresolved, nor has it received any inquiry or information request from the SEC as of the date of this Agreement as to any matters affecting the Company which has not been adequately addressed.

Company SEC Documents and Financial Statements. (a) Since December 28, 1998, the The Company has timely filed with or furnished to (as applicable) the SEC all required reportsforms, documents, statements, schedules, formsreports, statements registration statements, prospectuses and other documents required to be filed or furnished (as applicable) by it since and including exhibits and January 1, 2021 under the Exchange Act or the Securities Act (together with all other information incorporated thereincertifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, the “SOX Act”) with (such documents, as have been amended since the SEC ("time of their filing, collectively, the “Company SEC Documents"”). No Company Subsidiary is separately subject to the periodic reporting requirements of the Exchange Act. As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement)filing dates, each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC prior to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form with applicable Securities Laws and did not (or in with respect to the case of statements, circulars or reports Company SEC Documents filed after 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 the light of the circumstances under which they were made, not misleadingmisleading (except to the extent such statements have been modified or superseded by later Company SEC Documents filed or furnished (as applicable) by the Company prior to the date of this Agreement) and complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the SOX Act and the applicable rules and regulations of the SEC thereunder. As of the date of this Agreement, (i) there are no outstanding or unresolved comments from the SEC with respect to any Company SEC Document, (ii) to the Knowledge of the Company, no Company SEC Document is the subject of ongoing SEC review and (iii) to the Knowledge of the Company, there are no internal investigations, SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened with respect to the Company. (b) Each At all applicable times, the Company has complied in all material respects with the applicable provisions of the Company's SOX Act and the rules and regulations thereunder, as amended from time to time, and the applicable listing and corporate governance rules of Nasdaq. (c) The consolidated financial statements of financial condition or balance sheets included in the Company and the Company Subsidiaries included, or incorporated by reference into reference, in the Company SEC DocumentsDocuments filed prior to the date of this Agreement, including the related notes and schedules, fairly presented complied as to form in all material respects (or, in with the case of Company SEC Documents filed after applicable accounting requirements and the date of this Agreement, will fairly present in all material respects) the financial position published rules and regulations of the Company as of the date of such balance sheet and each of the Company's statements of incomeSEC with respect thereto, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case have been prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved (except as may be noted therein and exceptindicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X promulgated under the Exchange Act) and fairly presented, in all material respects (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material), the consolidated financial position of the Company and the Company Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of the Company and the Company Subsidiaries for the absence periods presented therein, in each case, except to the extent such financial statements have been modified or superseded by later Company SEC Documents filed and publicly available prior to the date of notesthis Agreement. (d) Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement, including any contract relating to any transaction or relationship between or among the Company or any Company Subsidiary, on the one hand, and any other Affiliate of the Company or any Company Subsidiary, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Act) where the result, purpose or effect is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary in the Company’s or any such Company Subsidiary’s audited financial statements or other Company SEC Documents. (e) Neither the Company nor any Company Subsidiary has outstanding (nor has arranged or modified since the enactment of the SOX Act) any “extensions of credit” (within the meaning of Section 402 of the SOX Act) to trustees, directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company or any Company Subsidiary. The Company is in compliance with all applicable provisions of the SOX Act, except for any non-compliance that, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (f) The Company has established and maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is designed to provide reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (ii) that receipts and expenditures of the Company and the Company Subsidiaries are being made only in accordance with authorizations of Company management and the Company Board (or an authorized committee thereof), and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s and each Company Subsidiary’s assets that could have a material effect on the Company’s consolidated financial statements. The Company has disclosed, based on its most recent evaluation of such internal control over financial reporting prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board (x) any significant deficiency and material weakness in the design or operation of the Company’s internal control over financial reporting that is reasonably likely to adversely affect the Company’s ability to record, process, summarize or report financial information, and (y) any fraud, whether or not material, that involves Company management. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in the auditing standards of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement. (g) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Company management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such reports. Company management has completed an assessment of the effectiveness of the Company’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation.

Company SEC Documents and Financial Statements. (a) Since December 28, 1998, the The ---------------------------------------------- Company has timely filed with the SEC all required forms, reports, schedules, forms, statements and other documents required by it to be filed since June 30, 1999 under the Exchange Act or the Securities Act of 1933, as amended (including exhibits and all other information incorporated thereinthe "Securities Act") with -------------- (as such documents have been amended since the SEC (time of their filing, collectively, the "Company SEC Documents"). As of their respective dates (and without giving effect to any amendments dates, or modifications filed after if --------------------- amended, as of the date of this Agreement)the last such amendment, each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC prior to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply(a) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after 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 the light of the circumstances under which they were made, not misleading. misleading and (b) Each of the Company's consolidated statements of financial condition or balance sheets included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules, fairly presented complied in all material respects (orwith the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the financial position of the Company as of the date of such balance sheet and each of the Company's statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements")) (i) have -------------------- been prepared from, fairly presented are in accordance with, and accurately reflect in all material respects the books and records of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein, (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present ii) comply in all material respects) respects with applicable accounting requirements and with the results of operations, cash flows published rules and changes in stockholders' equity regulations of the Company for SEC with respect thereto in effect during the periods set forth therein involved, (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case iii) have been prepared in accordance with GAAP consistently generally accepted accounting principles ("GAAP") applied on a consistent basis ---- during the periods involved (except as may be noted therein indicated in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iv) fairly present the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of unaudited interim financial statements, to normal year- end adjustments) of the Company and its consolidated Subsidiaries as of the times and for the absence of notes)periods referred to therein.

Company SEC Documents and Financial Statements. (a) Since December 28September 2, 19982000, the Company has timely filed with the SEC all required forms, reports, schedules, formsstatements, statements exhibits, and other documents required by it to be filed under the Exchange Act or the Securities Act (including exhibits and all other information incorporated therein) with collectively, the SEC ("“Company SEC Documents"”). As of their respective dates (and without giving effect to any amendments or modifications filed after its filing date or, if amended, as of the date of this Agreement)the last such amendment, each Company SEC Document fully complied with the applicable requirements of the Company SEC DocumentsExchange Act and the Securities Act, including as the financial statementscase may be, exhibits and schedules thereto, filed the applicable rules and publicly available with regulations of the SEC prior to the thereunder. As of its filing date hereof complied (and each or, if amended, as of the Company SEC Documents filed after the date of this Agreementthe last such amendment, will comply) as each Company SEC Document filed pursuant to form with applicable Securities Laws and the Exchange Act did not (or in the case of statements, circulars or reports filed after the date of this Agreement, will not) contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein, in the light therein not misleading. None of the circumstances under which they were madeCompany Subsidiaries is required to file any forms, not misleading. (b) Each reports or other documents with the SEC. All of the Company's audited consolidated financial statements and unaudited consolidated interim financial statements of financial condition or balance sheets the Company included in or incorporated by reference into the Company SEC DocumentsDocuments (collectively, including the related notes “Financial Statements”) (i) have been prepared from, are in accordance with and schedules, fairly presented accurately reflect in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the financial position books and records of the Company as of the date of such balance sheet and each of the Company's statements of incomeits consolidated Subsidiaries, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented ii) fully comply in all material respects (or, in with the case of Company SEC Documents filed after applicable accounting requirements and with the date of this Agreement, will fairly present in all material respects) the results of operations, cash flows published rules and changes in stockholders' equity regulations of the Company for the periods set forth therein SEC with respect thereto, (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case iii) have been prepared in accordance with GAAP consistently United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be noted therein indicated in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iv) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of unaudited interim financial statements, to normal and recurring year-end adjustments) of the Company and its consolidated Subsidiaries as of the times and for the absence of notes)periods referred to therein.

Company SEC Documents and Financial Statements. (a) Since December 28, 1998, the The ---------------------------------------------- Company has timely filed with the SEC all required forms, reports, schedules, forms, statements and other documents required by it to be filed since March 28, 1998 under the Exchange Act or the Securities Act (including exhibits and all other information incorporated therein) with collectively, the SEC ("Company SEC Documents"). --------------------- As of their respective dates (and without giving effect to any amendments dates, or modifications filed after if amended, as of the date of this Agreement)the last such amendment, each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC prior to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply(a) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after 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 the light of the circumstances under which they were made, not misleading. misleading and (b) Each of the Company's consolidated statements of financial condition or balance sheets included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules, fairly presented complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (orcollectively, the "Financial Statements") (i) have been prepared from the books -------------------- and records of the Company and its consolidated Subsidiaries, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved ---- (except as may be indicated in the notes thereto and except, in the case of Company SEC Documents filed after the date unaudited interim statements, as may be permitted under Form 10-Q of this Agreement, will the Exchange Act) and (iv) fairly present in all material respects) respects the consolidated financial position and the consolidated results of the Company as of the date of such balance sheet operations and each of the Company's statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments), in each case in accordance with GAAP consistently applied during ) of the Company and its consolidated Subsidiaries as of the times and for the periods involved (except as may be noted therein and except, in the case of unaudited statements, for the absence of notes)referred to therein.

Company SEC Documents and Financial Statements. (a) Since December 28January 1, 19982005, the Company has timely filed with the SEC all required forms, reports, schedules, formsstatements, statements exhibits and other documents (including all exhibits and all other information incorporated thereintherein and amendments and supplements thereto) with required by it to be filed under the SEC Exchange Act or the Securities Act ("collectively, the “Company SEC Documents"”). As of their respective dates (and without giving effect to any amendments or modifications filed after the its filing date of this Agreement)or, each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC if amended prior to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form of the date of the last such amendment, each Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act and the Securities Laws and did not (or in Act, as the case may be. As of statementsits filing date or, circulars or reports filed after if amended prior to the date of this Agreement, will not) as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) . Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the Company's consolidated statements of financial condition date such registration statement or balance sheets included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules, fairly presented in all material respects (or, in the case of Company SEC Documents filed after amendment became effective prior to the date of this Agreement, will fairly present did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in all material respects) order to make the financial position statements made in light of the Company as circumstances under which they were made, not misleading. As of the date of such balance sheet and each of the Company's statements of income, cash flows and changes in stockholders' equity included in dates on which they were filed or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented in all material respects (or, amended in the case of Company SEC Documents filed after prior to the date of this Agreement, will fairly present the audited financial statements and unaudited interim financial statements of the Company included in such Company SEC Documents (collectively, the “Financial Statements”) (i) complied in all material respects) respects with the results of operations, cash flows applicable accounting requirements and changes in stockholders' equity with the published rules and regulations of the Company for the periods set forth therein SEC with respect thereto, (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case ii) were prepared in accordance with GAAP consistently United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be noted therein indicated in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iii) fairly presented in all material respects the financial position and the results of operations and cash flows (subject, in the case of unaudited interim financial statements, to normal and recurring year-end adjustments) of the Company as of the times and for the absence periods referred to therein. (b) The Company has heretofore furnished to Parent complete and correct copies of notesall comment letters from the SEC since January 1, 2005 through the date of this Agreement with respect to any of the Company SEC Documents. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the Company SEC Documents. (c) The Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and governance rules and regulations of NASDAQ. (d) The Company maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is reasonably designed to ensure (i) that the Company maintains records that in reasonable detail accurately and fairly reflect its transactions and dispositions of assets, (ii) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (iii) that receipts and expenditures are executed only in accordance with authorizations of management and the Board of Directors and (iv) the prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that would have a material effect on the Company’s consolidated financial statements. The Company has evaluated the effectiveness of the Company’s internal control over financial reporting and, to the extent required by applicable Law, presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. The Company has disclosed, based on the most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Board of Directors (and made available to Parent a summary of the significant aspects of such disclosure) (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect 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 control over financial reporting. The Company has not identified any material weaknesses in the design or operation of the Company’s internal control over financial reporting. (e) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such reports. (f) As of the date of this Agreement, the Company has not received written notice of any SEC inquiries or investigations or other governmental inquiries or investigations (pending or threatened) in each case regarding any accounting practices of the Company or any malfeasance by any director or executive officer of the Company. Since January 1, 2005 the Company has not conducted any internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel or similar legal officer, the Board or any committee thereof. (g) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (h) The Company is not a party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among the Company, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in the Company’s published financial statements or other Company SEC Documents.

Company SEC Documents and Financial Statements. (a) Since December 28, 1998, the The Company has timely filed or furnished (as applicable) with the SEC all required forms, reports, schedules, forms, statements and other documents required by it to be filed or furnished (as applicable) since and including exhibits and all other information incorporated therein) January 1, 2008 under the Exchange Act or the Securities Act of 1933, as amended (together with the SEC rules and regulations promulgated thereunder, the “Securities Act”) ("together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) (such documents and any other documents filed by the Company with the SEC, as have been amended since the time of their filing, collectively, the “Company SEC Documents"”). As of their respective filing dates (and without giving effect to any amendments or modifications filed after the date of this Agreement), each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available Documents (a) did not (or with the SEC prior respect to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after the date of this Agreementhereof, 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 the light of the circumstances under which they were made, not misleading. misleading and (b) Each of the Company's consolidated statements of financial condition complied (or balance sheets included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules, fairly presented in all material respects (or, in the case of with respect to Company SEC Documents filed after the date of this Agreementhereof, will fairly present comply) in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. All of the audited financial statements and unaudited interim financial statements of the Company included in the Company SEC Documents (collectively, the “Financial Statements”), (i) have been or will be, as the case may be, prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries in all material respects, (ii) the financial position of the Company as of the date of such balance sheet and each of the Company's statements of incomehave been or will be, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements")case may be, fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case prepared in accordance with GAAP consistently United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of unaudited interim financial statements, for normal and recurring year-end adjustments and as may be permitted by the absence SEC on Form 10-Q, Form 8-K or any successor or like form under the Exchange Act), and (iii) fairly present in all material respects the financial position and the results of notes)operations and cash flows of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein. None of the Company’s Subsidiaries is required to file any form, report or other document with the SEC.

Company SEC Documents and Financial Statements. (a) Since December 28, 1998, The Company and each of the Company Subsidiaries has timely filed or furnished (as applicable) with the SEC all required forms, reports, schedules, forms, statements and other documents required by it to be filed or furnished (as applicable) since and including exhibits September 30, 2002, under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) (such documents and all any other information incorporated therein) documents filed by the Company and each Company Subsidiary with the SEC ("SEC, as have been amended since the time of their filing, collectively, the “Company SEC Documents"”). As of their respective filing dates (and without giving effect to any amendments or modifications filed after the date of this Agreement), each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available Documents (i) did not (or with the SEC prior respect to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after the date of this Agreementhereof, 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 the light of the circumstances under which they were made, not misleading. misleading and (bii) Each of the Company's consolidated statements of financial condition or balance sheets included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules, fairly presented complied in all material respects (orwith the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is currently required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its consolidated Subsidiaries included in the case of Company SEC Documents filed after (collectively, the date “Financial Statements”), (A) have been or will be, as the case may be, prepared from, are in accordance with, and accurately reflect the books and records of this Agreement, will fairly present the Company and its consolidated Subsidiaries in all material respects, (B) the financial position of the Company as of the date of such balance sheet and each of the Company's statements of incomehave been or will be, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements")case may be, fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case prepared in accordance with GAAP consistently United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of unaudited interim financial statements, for normal and recurring year-end adjustments and as may be permitted by the absence SEC on Form 10-Q, 8-K or any successor or like form under the Exchange Act) and (C) fairly present in all material respects the consolidated financial position and the consolidated results of notesoperations and cash flows of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein. (b) Without limiting the generality of Section 3.6(a), (i) PricewaterhouseCoopers LLP has not resigned or been dismissed as independent public accountant of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company has failed in any respect to make, without qualification, the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any form, report or schedule filed by the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document.

Company SEC Documents and Financial Statements. (a) Since December 28July 14, 19981999, the Company has timely filed all required forms, reports, schedulesregistration statements, forms, information statements and other documents (including exhibits and all other information incorporated therein) with the SEC required to be filed by it pursuant to the federal securities laws and the SEC rules and regulations thereunder (collectively, the "Company SEC Documents"). As , all of which have complied as of their respective filing dates (in all material respects with all applicable requirements of the Securities Act, and without giving the Exchange Act, and the rules promulgated thereunder in effect to any amendments or modifications filed after as of the date of this Agreement), each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC prior to the date hereof complied (and each filing. None of the Company SEC Documents filed after required by the Exchange Act at the time filed, nor any of the Company SEC Documents required by the Securities Act as of the date of this Agreementtheir effectiveness, will comply) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after the date of this Agreement, will not) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Each , except to the extent that information contained in any Company SEC Document has been revised or superseded by a later-filed Company SEC Document filed and publicly available prior to the date hereof. The financial statements of the Company's consolidated statements of financial condition or balance sheets Company included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules, fairly presented Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (orexcept, in the case of Company SEC Documents filed after unaudited statements, as permitted by Form l0-Q of the date of this Agreement, will SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects) the consolidated financial position of the Company and its consolidated Subsidiaries as of the date dates thereof and the consolidated results of such balance sheet their operations, retained earnings, changes in financial position and each of the Company's statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with GAAP consistently applied during the periods involved . Except for (except as may be noted therein and except, a) liabilities incurred in the case ordinary course of unaudited statementsbusiness since January 29, 2000, (b) liabilities accrued or reserved against in the Company SEC Documents, or (c) liabilities disclosed herein or in the Company Disclosure Schedule, the Company does not have any liabilities (whether, direct, indirect, accrued or contingent), except for such liabilities, individually or in the absence of notes)aggregate, that would not have a Company Material Adverse Effect.

Company SEC Documents and Financial Statements. (a) Since December 28, 1998, the The Company has timely filed with the SEC all required forms, reports, schedules, forms, statements and other documents required by it to be filed under the Exchange Act or the Securities Act of 1933, as amended (including exhibits the “Securities Act”) (such documents and all any other information incorporated therein) documents filed by the Company and each Company Subsidiary with the SEC ("SEC, as have been amended since the time of their filing, collectively, the “Company SEC Documents"”), since December 31, 2007. As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement)dates, each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC prior to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply(i) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after 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 the light of the circumstances under which they were made, not misleading. misleading and (bii) complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is currently required to file any forms, reports or other documents with the SEC. As of the date hereof, the Company does not have any unresolved comments from the SEC with respect to the Company SEC Documents. Each of the Company's audited consolidated financial statements and unaudited consolidated interim financial statements of financial condition or balance sheets the Company and its consolidated Subsidiaries included in or incorporated by reference into the Company SEC Documents, including as amended or supplemented prior to the related date hereof (collectively, together with all notes and schedulesschedules thereto, fairly presented the “Financial Statements”), was prepared in all material respects accordance with United States generally accepted accounting principles (or“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and subject, in the case of Company unaudited consolidated interim financial statements, to normal year-end audit adjustments and the absence of notes not required by GAAP) and applicable SEC Documents filed after the date of this Agreementrules and regulations, will and fairly present in all material respects) respects in accordance with GAAP the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the date of such balance sheet times and each of the Company's statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth referred to therein (subject, in the case of unaudited statements, consolidated interim Financial Statements to normal year-year end audit adjustments). (b) Without limiting the generality of Section 3.6(a), as of the date hereof, (i) Ernst & Young LLP has not resigned or been dismissed as the independent public accountant of the Company as a result of or in each case connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company has failed in accordance any respect to make, without qualification, the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with GAAP consistently applied during respect to the periods involved Company SEC Documents and (except as may be noted therein and exceptiii) to the knowledge of the Company, no enforcement action has been initiated or threatened against the Company by the SEC relating to disclosures contained in the case of unaudited statements, for the absence of notes)any Company SEC Document. (c) The Company is in compliance in all material respects with all applicable Nasdaq Marketplace Rules.

Company SEC Documents and Financial Statements. (a) Since December 28, 1998, the The Company has filed in a timely filed manner with the SEC all required forms, reports, schedules, forms, statements and other documents required by it to be filed since and including December 31, 2003 under the Exchange Act or the Securities Act of 1933, as amended (including exhibits the “Securities Act”), together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and all any other information incorporated thereindocuments filed by the Company with the SEC, as have been amended since the time of their filing, collectively, the “Company SEC Documents”). Except as set forth in Section 3.6(a) of the Company Disclosure Schedule, no Company Subsidiary was required to, or did, make any filing with the SEC ("Company SEC Documents")during such period. As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement), each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC prior to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply(a) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after 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 the light of the circumstances under which they were made, not misleading. misleading and (bb)(i) Each complied in all material respects with the applicable requirements of the Company's Xxxxxxxx-Xxxxx Act and (ii) complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is currently required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of financial condition or balance sheets the Company and its consolidated Subsidiaries included in or incorporated by reference into the Company SEC Documents, including as amended or supplemented prior to the related date hereof (collectively, the “Financial Statements”), (i) have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes and schedules, fairly presented in all material respects (thereto or, in the case of Company SEC Documents filed after unaudited statements, as permitted by Form 10-Q of the date of this AgreementSEC) and (ii) fairly present, will fairly present in all material respects) , the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the date of such balance sheet times and each of the Company's statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth referred to therein (subject, in the case of unaudited statements, to normal or recurring year-end audit adjustmentsadjustments which will not be material in amount). (b) Without limiting the generality of Section 3.6(a), (i) Ernst & Young LLP has not resigned or been dismissed as independent public accountant of the Company as a result of or in each case connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure and (ii) no executive officer of the Company has failed in accordance any respect to make, without qualification, the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with GAAP consistently applied during respect to any form, report or schedule filed by the periods involved (except as may be noted therein and except, in Company with the case SEC since the enactment of unaudited statements, for the absence of notes)Xxxxxxxx-Xxxxx Act.

Company SEC Documents and Financial Statements. (a) Since December 28January 1, 19982008, the Company has timely filed with the SEC all required forms, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC ("Company SEC Documents"). As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement), each of the Company SEC Documents, including the financial statements, exhibits and schedules theretoother documents required by it to be filed under the Exchange Act or the Securities Act (collectively, filed and publicly available with the “Company SEC prior to the date hereof complied (and each Documents”). No Subsidiary of the Company SEC Documents filed after is subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act. As of its filing date or, if amended prior to the date of this Agreement, will comply) as of the date of the last such amendment, each Company SEC Document complied as to form in all material respects with all applicable requirements of the Exchange Act and the Securities Laws and did not (or in Act, as the case may be. As of statementsits filing date or, circulars or reports filed after if amended prior to the date of this Agreement, will not) as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Each . All of the Company's consolidated audited financial statements and unaudited interim financial statements of financial condition or balance sheets the Company included in or incorporated by reference into the Company SEC DocumentsDocuments (collectively, including the related notes and schedules, fairly presented “Financial Statements”) filed prior to the date of this Agreement (i) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC with respect thereto, (or, ii) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as expressly disclosed in the case of Company SEC Documents filed after the date of this Agreementnotes thereto), will and (iii) fairly present in all material respects) respects the consolidated financial position and the results of operations and cash flows of the Company as of the date of such balance sheet and each of the Company's statements of income, cash flows and changes its Subsidiaries in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth therein accordance with GAAP (subject, in the case of unaudited interim financial statements, to normal and recurring year-end audit adjustments), in each case as permitted by GAAP and the applicable rules and regulations promulgated by the SEC) as of the times and for the periods referred to therein. Other than as expressly disclosed in the Company SEC Documents filed prior to the date hereof, there has been no material change in the Company’s accounting methods or principles that would be required to be disclosed in the Company’s financial statements in accordance with GAAP consistently applied during GAAP. The books of account and other financial records of the periods involved Company and each of its Subsidiaries are true and complete in all material respects. (except b) The Company has heretofore furnished to Parent complete and correct copies of all comment letters from the SEC staff since January 1, 2008 through the date of this Agreement with respect to any of the Company SEC Documents. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the Company SEC Documents. (c) The Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and governance rules and regulations of Nasdaq. (d) The Company and its Subsidiaries maintain a system of internal control over financial reporting (as may be noted therein defined in Rules 13a-15(f) and except15d-15(f) of the Exchange Act) that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance (i) that the Company and its Subsidiaries maintain records that in reasonable detail accurately and fairly reflect the Company’s and its Subsidiaries’ transactions and dispositions of assets, (ii) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (iii) that receipts and expenditures are made only in accordance with authorizations of management and the Board of Directors of the Company, and (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s and its Subsidiaries’ assets that could have a material effect on the Company’s consolidated financial statements. The Company has evaluated the effectiveness of the Company’s and its Subsidiaries’ internal control over financial reporting and, to the extent required by applicable Law, presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q (or any amendment thereto) its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. The Company has disclosed to the Company’s auditors and the Audit Committee of the Board of Directors (and made available to Parent a summary of the significant aspects of such disclosure) (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect 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 or its Subsidiaries’ internal control over financial reporting. Except as disclosed in the Company SEC Documents filed prior to the date hereof, the Company has not identified any material weaknesses in the design or operation of the Company’s or its Subsidiaries’ internal control over financial reporting. Since December 31, 2010, there have been no material changes in the Company’s and its Subsidiaries’ internal control over financial reporting. (e) The Company’s and its Subsidiaries’ “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such reports. (f) To the knowledge of the Company, there are no SEC or other governmental inquiries or investigations or internal investigations pending or threatened in each case regarding any accounting practices of unaudited statementsthe Company or its Subsidiaries or any malfeasance by the Company or any current or former director, for officer, employee, agent, independent contractor or franchisee of the absence Company or any of notesits Subsidiaries. Since January 1, 2008, there have been no internal investigations regarding accounting or compliance with Laws discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel or similar legal officer, the Board of Directors of the Company or any committee thereof. (g) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. The Company does not have, and has not arranged any, outstanding “extensions of credit” to directors or executive officers within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act. (h) Neither the Company nor any Subsidiary of the Company is a party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among the Company or any Subsidiary of the Company, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s published financial statements or other Company SEC Documents.

Company SEC Documents and Financial Statements. (a) Since December 28, 1998, the The Company has timely filed or furnished (as applicable) with the SEC all required forms, reports, schedules, forms, statements and other documents required by it to be filed or furnished (as applicable) since and including exhibits January 1, 2004, under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act")) (such documents and all any other information incorporated therein) documents filed by the Company with the SEC (SEC, as have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective filing dates (and without giving effect or, if amended or superseded by a filing prior to any amendments or modifications filed after the date of this Agreement), each on the date of such amended or superseded filing) the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available Documents (i) did not (or with the SEC prior respect to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after the date of this Agreementhereof, 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 the light of the circumstances under which they were made, not misleading. misleading and (bii) Each complied in all material respects with the applicable requirements of the Company's Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is currently required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of financial condition or balance sheets the Company and its consolidated Subsidiaries included in or incorporated by reference into the Company SEC DocumentsDocuments (collectively, including the related "Financial Statements"), (A) have been (or, with respect to SEC Reports filed after the date of this Agreement and prior to the Control Time, will be) prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and schedulesrecurring year-end adjustments as may be permitted by the SEC on Form 10-Q, 8-K or any successor or like form under the Exchange Act) and (B) fairly presented present in all material respects (or, in the case of Company with respect to SEC Documents Reports filed after the date of this AgreementAgreement and prior to the Control Time, will fairly present in all material respects) the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein. (b) Without limiting the generality of Section 3.6(a), (i) Ernst & Young LLP has not resigned or been dismissed as the independent public accounting firm of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the date Company has failed in any respect to make, without qualification, the certifications required of such balance sheet him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any form, report or schedule filed by the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act and each (iii) no enforcement action has been initiated or, to the knowledge of the Company's statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into threatened against the Company by the SEC Documents, including relating to disclosures contained in any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with GAAP consistently applied during the periods involved (except as may be noted therein and except, in the case of unaudited statements, for the absence of notes)Document.

Company SEC Documents and Financial Statements. (ai) Since December 28The Company ---------------------------------------------- has made available to Parent copies of each registration statement, 1998offering circular, report, definitive proxy statement or information statement under the federal Securities Laws filed, used or circulated by it or any of its Subsidiaries with respect to periods from January 26, 1998 through the date of this Agreement and will promptly make available each such registration statement, offering circular, report, definitive proxy statement or information statement filed, used or circulated after the date hereof (collectively, the Company has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC ("Company SEC Documents"), each in the form (including exhibits and any amendments thereto) filed with the SEC (or if not so filed, in the form used or circulated). As of their respective dates (and without giving effect to any amendments or modifications if filed after on or prior to the date of this Agreement), each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC filed, used or circulated prior to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form with applicable Securities Laws and did not (or or, in the case of statementsreports, statements or circulars or reports filed after the date of this Agreement, will not) as of its date of filing or mailing to stockholders contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (bii) Each of the Company's consolidated statements of financial condition or balance sheets included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules, fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present present) in all material respects) respects the consolidated financial position of the Company and its Subsidiaries as of the date of such statement of financial condition or balance sheet and each of the Company's consolidated statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented in all material respects (or, in the case of those contained in Company SEC Documents filed after the date of this Agreement, will fairly present present) in all material respects) respects the consolidated results of operations, cash flows and changes in stockholders' equity equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with GAAP consistently applied during the periods involved (except as may be noted therein and except, in the case of unaudited statements, for the absence of notes).

Company SEC Documents and Financial Statements. (a) Since December 28, 1998Except as set forth in Section 4.6 of the Company Disclosure Schedule, the Company has filed with or furnished to (as applicable) the SEC, on a timely basis (and the Company agrees that all Company SEC Documents (as defined below) to be filed after the date of this Agreement shall be filed with the SEC on a timely basis), all required forms, reports, schedules, forms, statements and other documents since and including January 1, 2010, under the Exchange Act or the Securities Act (including together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) (all such filed or furnished documents, together with all exhibits and schedules thereto and all other information incorporated therein) therein and any other documents filed by the Company with the SEC ("SEC, as have been amended since the time of their filing, collectively, the “Company SEC Documents"”). As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement)filing dates, each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC prior to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply(i) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports with respect to Company SEC Documents filed after 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 the light of the circumstances under which they were made, not misleading. misleading and (bii) Each complied in all material respects with the applicable requirements, including form, of the Company's consolidated statements Exchange Act and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Securities Act, the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations of financial condition the SEC thereunder. The Company has made available to Parent correct and complete copies of all material correspondence between the SEC on the one hand, and the Company on the other hand, occurring since January 1, 2010 and prior to the date hereof that is not otherwise available on the SEC’s Electronic Data Gathering and Retrieval Database (XXXXX) prior to the date hereof. As of the date hereof, there are no outstanding or balance sheets included unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Documents. As of the date hereof, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or incorporated by reference into outstanding SEC investigation. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Documents, except as disclosed in certifications filed with the Company SEC Documents, including and the related notes statements contained in such certifications are true and schedulesaccurate. Neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, fairly presented completeness, form or manner of filing of such certifications. The Company and each of its officers and directors, is in compliance in all material respects with (orA) the applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (B) the applicable listing and corporate governance rules and regulations of NASDAQ. Except as set forth in Section 4.6 of the Company Disclosure Schedule, in the case of Company SEC Documents filed after from December 31, 2008 through the date of this Agreement, will fairly present the Company has not received any written notification of any (i) “significant deficiency” or (ii) “material weakness” in all the Company’s internal controls over financial reporting. There is no outstanding “significant deficiency” or “material respectsweakness” that has not been appropriately and adequately remedied by the Company. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Release 2004-001 of the Public Company Accounting Oversight Board, as in effect on the date hereof. (b) All of the audited financial position statements and unaudited interim financial statements of the Company as of the date of such balance sheet and each of the Company's statements of income, cash flows and changes in stockholders' equity included in filed with or incorporated by reference into in the Company SEC Documents, as amended, supplemented or restated, if applicable, including any related notes and schedules but not limited to the audited financial statements of the Company with respect to the fiscal year ended December 31, 2012 (collectively, the foregoing financial statements and related notes and schedules are referred to “Financial Statements”), (A) have been or will be, as the "case may be, prepared from, are in accordance with, and accurately reflect the books and records of the Company Financial Statements"), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects, (B) the results of operationshave been or will be, cash flows and changes in stockholders' equity of the Company for the periods set forth therein (subject, in as the case of unaudited statementsmay be, to normal year-end audit adjustments), in each case prepared in accordance with GAAP consistently United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of unaudited interim financial statements, for normal and recurring year-end adjustments and as may be permitted by the absence SEC on Form 10-Q, Form 8-K or any successor or like form under the Exchange Act) and (C) fairly present, in all material respects, the financial position and the results of notesoperations and cash flows of the Company as of the times and for the periods referred to therein. The books and records of the Company have been, and are being, maintained in all material respects in accordance with GAAP (to the extent applicable) and any other applicable legal and accounting requirements and reflect only actual transactions and applicable estimates and reserves. Since January 1, 2010, the Company has not made any material change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP, SEC rule or policy or applicable law. (c) The Company has implemented and maintained a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) sufficient to provide reasonable assurances (X) regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP and (Y) that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (d) The Company has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) to ensure that material information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported for the preparation of the Company SEC Documents within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s principal executive officer and its principal financial officer and any other individuals responsible the preparation of the Company SEC Documents to allow timely decisions regarding required disclosure. McGladrey LLP has not resigned or been dismissed as independent public accountant of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (e) Since the enactment of the Xxxxxxxx-Xxxxx Act, the Company has not made or permitted to remain outstanding any prohibited loans to any executive officer of the Company (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. (f) The Company has not or is not subject to any “off-balance sheet arrangement” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act), where the result, purpose or intended effect of such arrangement is to avoid disclosure of any transaction involving, or liabilities of, the Company in the Company’s published financial statements or other Company SEC Documents. (g) Neither the Company nor any director, officer, employee, auditor, accountant or other Representative of the Company 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 its internal accounting controls, including any material complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices and no attorney representing the Company, whether or not employed by the Company, 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 Company Board of Directors, any committee thereof or to any director or officer of the Company.

Company SEC Documents and Financial Statements. (a) Since December 28, 1998, The Company and each of the Company Subsidiaries has filed or furnished (as applicable) on a timely filed basis with the SEC all required forms, reports, schedules, formscertifications, statements and other documents required by it to be filed or furnished (as applicable) since and including exhibits January 1, 2004, under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) together with all certifications required pursuant to the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”) (such documents and all any other information incorporated therein) documents filed by the Company and each Company Subsidiary with the SEC ("SEC, as have been amended since the time of their filing, collectively, the “Company SEC Documents"”). As of their respective filing dates (and without giving effect to any amendments or, if subsequently amended or modifications filed after supplemented, at the date time of this Agreement), each of such amendment or supplement) the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available Documents (i) did not (or with the SEC prior respect to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after the date of this Agreementhereof, 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 the light of the circumstances under which they were made, not misleading. misleading and (bii) Each complied in all material respects with the applicable requirements of the Company's consolidated statements Exchange Act or the Securities Act, as the case may be, the Sxxxxxxx-Xxxxx Act and the applicable rules and regulations of financial condition the SEC thereunder. None of the Company Subsidiaries is currently required to file any forms, reports or balance sheets included in other documents with the SEC. As of the date hereof, there are no outstanding or incorporated unresolved comments received by reference into the Company from the SEC staff with respect to any of the Company SEC Documents. To the knowledge of the Company, including there is no ongoing SEC investigation or review with respect to the related notes Company or any of the Company SEC Documents. All of the audited consolidated financial statements and schedulesunaudited consolidated interim financial statements of the Company and its consolidated Subsidiaries included in the Company SEC Documents (collectively, fairly presented the “Financial Statements”), (A) have been or will be, as the case may be, prepared from, are in accordance with, and accurately reflect the books and records of the Company and its consolidated Subsidiaries in all material respects, (B) have been or will be, as the case may be, prepared in compliance in all material respects (or, in with applicable accounting requirements and with the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the financial position published rules and regulations of the Company as of the date of such balance sheet SEC with respect thereto and each of the Company's statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with GAAP consistently United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of unaudited interim financial statements, for normal and recurring year-end adjustments as permitted by the absence SEC on Form 10-Q, 8-K or any successor or like form under the Exchange Act) and (C) fairly present in all material respects the consolidated financial position and the consolidated results of notes)operations and cash flows of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein.

Company SEC Documents and Financial Statements. (ai) Since December 28January 1, 1998, the Company has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC ("Company SEC Documents"). As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement), each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC prior to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after 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 to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (bii) Each of the Company's consolidated statements of financial condition or balance sheets included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules, fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the consolidated financial position of the Company and its Subsidiaries as of the date of such balance sheet and each of the Company's consolidated statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the consolidated results of operations, cash flows and changes in stockholders' equity equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with GAAP consistently applied during the periods involved (except as may be noted therein and except, in the case of unaudited statements, for the absence of notes).

Company SEC Documents and Financial Statements. (ai) Since December 28January 1, 1998, the Company has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC ("“Company SEC Documents"”). As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement), each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC prior to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after 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 to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (bii) Each of the Company's ’s consolidated statements of financial condition or balance sheets included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules, fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the consolidated financial position of the Company and its Subsidiaries as of the date of such balance sheet and each of the Company's ’s consolidated statements of income, cash flows and changes in stockholders' ’ equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "“Company Financial Statements"”), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the consolidated results of operations, cash flows and changes in stockholders' equity ’ equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with GAAP consistently applied during the periods involved (except as may be noted therein and except, in the case of unaudited statements, for the absence of notes).

Company SEC Documents and Financial Statements. (a) Since December 28, 1998, the The Company has timely filed with the SEC all required forms, reports, schedules, forms, statements and other documents required by it to be filed since and including December 16, 2003 under the Exchange Act or the Securities Act of 1933, as amended (including exhibits the “Securities Act”) (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) (such documents and all any other information incorporated therein) documents filed by the Company with the SEC ("SEC, as have been amended since the time of their filing, collectively, the “Company SEC Documents"”). As of their respective dates (and without giving effect to any amendments dates, or modifications filed after if amended, as of the date of this Agreement)the last such amendment, each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC prior to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply(a) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after 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 the light of the circumstances under which they were made, not misleading. misleading and (b) Each complied in all material respects with the applicable requirements of the Company's Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of financial condition or balance sheets the Company included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules, fairly presented in all material respects (or, in the case of Company SEC Documents filed after as amended or supplemented prior to the date hereof (collectively, the “Financial Statements” ), (i) have been prepared from, are in accordance with, and accurately reflect the books and records of this Agreement, will fairly present the Company and its consolidated subsidiaries in all material respects, (ii) the financial position of the Company as of the date of such balance sheet and each of the Company's statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case have been prepared in accordance with GAAP consistently generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be noted therein indicated in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iii) fairly present in accordance with GAAP the consolidated financial position and the consolidated results of operations and cash flows (except, in the case of unaudited interim financial statements, for normal or recurring year-end adjustments none of which, individually or in the absence aggregate, would be material) of notesthe Company and its consolidated Subsidiaries as of the times and for the periods referred to therein. No representation is made with respect to any information provided by Purchaser or any affiliate or associate thereof in writing for inclusion or incorporation by reference in any Company SEC Documents. (b) Without limiting the generality of Section 3.8(a), KPMG LLP has not resigned or been dismissed as independent public accountant of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting practices which materially impacts or would require the restatement of any previously issued financial statements, covering one or more years or interim periods for which the Company is required to provide financial statements, such that they should no longer be relied upon.

Company SEC Documents and Financial Statements. (a) Since December 28, 1998, the The Company has timely filed or furnished (as applicable) with the SEC all required forms, reports, schedules, forms, statements and other documents required by it to be filed or furnished (as applicable) since and including exhibits August 1, 2004, under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) (together with all certifications required pursuant to the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”)) (such documents and all any other information incorporated therein) documents filed by the Company with the SEC ("SEC, as have been amended since the time of their filing, collectively, the “Company SEC Documents"”). As of their respective filing dates (and without giving effect to any amendments or modifications filed after the date of this Agreement), each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available Documents (i) did not (or with the SEC prior respect to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after the date of this Agreementhereof, 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 the light of the circumstances under which they were made, not misleading. misleading and (bii) Each of the Company's consolidated statements of financial condition or balance sheets included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules, fairly presented complied in all material respects (orwith the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Sxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. All of the audited financial statements and unaudited interim financial statements of the Company included in the case of Company SEC Documents filed after (collectively, the date “Financial Statements”), (A) have been or will be, as the case may be, prepared from, are in accordance with, and accurately reflect the books and records of this Agreement, will fairly present the Company in all material respects, (B) the financial position of the Company as of the date of such balance sheet and each of the Company's statements of incomehave been or will be, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements")case may be, fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case prepared in accordance with GAAP consistently United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of unaudited interim financial statements, for normal and recurring year-end adjustments and as may be permitted by the absence SEC on Form 10-Q, 8-K or any successor or like form under the Exchange Act) and (C) fairly present in all material respects the financial position and the results of notesoperations and cash flows of the Company as of the times and for the periods referred to therein. (b) Without limiting the generality of Section 3.6(a), (i) Ernst & Young LLP has not resigned or been dismissed as independent public accountant of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company has failed in any respect to make, without qualification, the certifications required of him or her under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act with respect to any form, report or schedule filed by the Company with the SEC since the enactment of the Sxxxxxxx-Xxxxx Act and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document.

Company SEC Documents and Financial Statements. (ai) Since December 28November 22, 19981999, the Company has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC ("Company COMPANY SEC DocumentsDOCUMENTS"). As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement), each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC prior to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after 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 to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (bii) Each of the Company's consolidated statements of financial condition or balance sheets included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules, fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the consolidated financial position of the Company and its Subsidiaries as of the date of such balance sheet and each of the Company's consolidated statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial StatementsCOMPANY FINANCIAL STATEMENTS"), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the consolidated results of operations, cash flows and changes in stockholders' equity equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with GAAP consistently applied during the periods involved (except as may be noted therein and except, in the case of unaudited statements, for the absence of notes).

Company SEC Documents and Financial Statements. (a) Since December 28, 1998Except as set forth in Section 4.6 of the Company Disclosure Schedule, the Company has filed with or furnished to (as applicable) the SEC, on a timely basis (and the Company agrees that all Company SEC Documents (as defined below) to be filed after the date of this Agreement shall be filed with the SEC on a timely basis), all required forms, reports, schedules, forms, statements and other documents since and including January 1, 2010, under the Exchange Act or the Securities Act (including together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) (all such filed or furnished documents, together with all exhibits and schedules thereto and all other information incorporated therein) therein and any other documents filed by the Company with the SEC ("SEC, as have been amended since the time of their filing, collectively, the “Company SEC Documents"”). As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement)filing dates, each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC prior to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply(i) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports with respect to Company SEC Documents filed after 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 the light of the circumstances under which they were made, not misleading. misleading and (bii) Each complied in all material respects with the applicable requirements, including form, of the Company's consolidated statements Exchange Act and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Securities Act, the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations of financial condition the SEC thereunder. The Company has made available to Parent correct and complete copies of all material correspondence between the SEC on the one hand, and the Company on the other hand, occurring since January 1, 2010 and prior to the date hereof that is not otherwise available on the SEC’s Electronic Data Gathering and Retrieval Database (XXXXX) prior to the date hereof. As of the date hereof, there are no outstanding or balance sheets included unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Documents. As of the date hereof, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or incorporated by reference into outstanding SEC investigation. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Documents, except as disclosed in certifications filed with the Company SEC Documents, including and the related notes statements contained in such certifications are true and schedulesaccurate. Neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, fairly presented completeness, form or manner of filing of such certifications. The Company and each of its officers and directors, is in compliance in all material respects with (orA) the applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (B) the applicable listing and corporate governance rules and regulations of NASDAQ. Except as set forth in Section 4.6 of the Company Disclosure Schedule, in the case of Company SEC Documents filed after from December 31, 2008 through the date of this Agreement, will fairly present the Company has not received any written notification of any (i) “significant deficiency” or (ii) “material weakness” in all the Company’s internal controls over financial reporting. There is no outstanding “significant deficiency” or “material respectsweakness” that has not been appropriately and adequately remedied by the Company. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Release 2004-001 of the Public Company Accounting Oversight Board, as in effect on the date hereof. (b) All of the audited financial position statements and unaudited interim financial statements of the Company as of the date of such balance sheet and each of the Company's statements of income, cash flows and changes in stockholders' equity included in filed with or incorporated by reference into in the Company SEC Documents, as amended, supplemented or restated, if applicable, including any related notes and schedules but not limited to the audited financial statements of the Company with respect to the fiscal year ended December 31, 2012 (collectively, the foregoing financial statements and related notes and schedules are referred to “Financial Statements”), (A) have been or will be, as the "case may be, prepared from, are in accordance with, and accurately reflect the books and records of the Company Financial Statements"), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects, (B) the results of operationshave been or will be, cash flows and changes in stockholders' equity of the Company for the periods set forth therein (subject, in as the case of unaudited statementsmay be, to normal year-end audit adjustments), in each case prepared in accordance with GAAP consistently United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of unaudited interim financial statements, for normal and recurring year-end adjustments and as may be permitted by the absence SEC on Form 10-Q, Form 8-K or any successor or like form under the Exchange Act) and (C) fairly present, in all material respects, the financial position and the results of notesoperations and cash flows of the Company as of the times and for the periods referred to therein. The books and records of the Company have been, and are being, maintained in all material respects in accordance with GAAP (to the extent applicable) and any other applicable legal and accounting requirements and reflect only actual transactions and applicable estimates and reserves. Since January 1, 2010, the Company has not made any material change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP, SEC rule or policy or applicable law. (c) The Company has implemented and maintained a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) sufficient to provide reasonable assurances (X) regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP and (Y) that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (d) The Company has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) to ensure that material information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported for the preparation of the Company SEC Documents within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s principal executive officer and its principal financial officer and any other individuals responsible the preparation of the Company SEC Documents to allow timely decisions regarding required disclosure. McGladrey LLP has not resigned or been dismissed as independent public accountant of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (e) Since the enactment of the Xxxxxxxx-Xxxxx Act, the Company has not made or permitted to remain outstanding any prohibited loans to any executive officer of the Company (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. (f) The Company has not or is not subject to any “off-balance sheet arrangement” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act), where the result, purpose or intended effect of such arrangement is to avoid disclosure of any transaction involving, or liabilities of, the Company in the Company’s published financial statements or other Company SEC Documents. (g) Neither the Company nor any director, officer, employee, auditor, accountant or other Representative of the Company 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 its internal accounting controls, including any material complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices and no attorney representing the Company, whether or not employed by the Company, 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 Company Board of Directors, any committee thereof or to any director or officer of the Company.

Company SEC Documents and Financial Statements. (a) Since December 28, 1998, the The Company has timely filed with or furnished to (as applicable) the SEC all required forms, reports, schedules, forms, statements and other documents required by it to be filed or furnished (as applicable) since and including exhibits January 1, 2014, under the 1934 Act or the 1933 Act (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002) (such documents and all any other information incorporated therein) documents filed by the Company with the SEC ("SEC, as have been amended since the time of their filing, collectively, the “Company SEC Documents"”). As of their respective filing dates (and without giving effect to any amendments or, if amended or modifications filed after the date of this Agreement), each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC superseded by a filing prior to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after on the date of this Agreement, will notsuch amended or superseded filing) the Company SEC Documents (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. misleading and (bii) Each complied in all material respects with the applicable requirements of the Company's consolidated statements 1934 Act or the 1933 Act, as the case may be, the Xxxxxxxx-Xxxxx Act of financial condition or balance sheets included in or incorporated by reference into 2002 and any rules and regulations promulgated thereunder applicable to the Company SEC Documents, including any applicable accounting requirements. None of the Subsidiaries of the Company is currently required to file any forms, reports or other documents with the SEC under the 1934 Act. As of the date hereof, there are no outstanding or unresolved comments received by the Company from the SEC staff with respect to any of the Company SEC Documents. (b) All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its consolidated Subsidiaries included in the Company SEC Documents (including the related notes and schedules) (collectively, fairly presented in all material respects the “Financial Statements”), (i) have been (or, in the case of with respect to Company SEC Documents filed after the date of this AgreementAgreement and prior to the Effective Time, will be) prepared in all material respects in accordance with GAAP consistently applied during the periods involved, except as may be noted therein or as permitted by the rules and regulations of the SEC, and (ii) fairly present in all material respects) respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the date of such balance sheet times and each of the Company's statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth referred to therein (subject, in the case of unaudited financial statements, to normal and recurring year-end audit adjustments). (c) Without limiting the generality of Section 4.06(b), prior to the date hereof, no executive officer of the Company has failed in each case any respect to make, without qualification, the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any form, report or schedule filed by the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act. Since January 1, 2014, subject to any applicable grace periods, the Company has been and is in accordance compliance in all material respects with GAAP consistently applied during (i) the periods involved applicable provisions of the Xxxxxxxx-Xxxxx Act and (except as may be noted therein ii) the applicable listing and except, in the case corporate governance rules and regulations of unaudited statements, for the absence of notes)NASDAQ.

Company SEC Documents and Financial Statements. (a) Since December 28, 1998, the The Company has timely filed or furnished (as applicable) with the SEC all required forms, reports, schedules, forms, statements and other documents required by it to be filed or furnished (as applicable) since and including exhibits August 1, 2004, under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) (such documents and all any other information incorporated therein) documents filed by the Company with the SEC ("SEC, as have been amended since the time of their filing, collectively, the “Company SEC Documents"”). As of their respective filing dates (and without giving effect to any amendments or modifications filed after the date of this Agreement), each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available Documents (i) did not (or with the SEC prior respect to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after the date of this Agreementhereof, 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 the light of the circumstances under which they were made, not misleading. misleading and (bii) Each of the Company's consolidated statements of financial condition or balance sheets included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules, fairly presented complied in all material respects (orwith the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. All of the audited financial statements and unaudited interim financial statements of the Company included in the case of Company SEC Documents filed after (collectively, the date “Financial Statements”), (A) have been or will be, as the case may be, prepared from, are in accordance with, and accurately reflect the books and records of this Agreement, will fairly present the Company in all material respects, (B) the financial position of the Company as of the date of such balance sheet and each of the Company's statements of incomehave been or will be, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements")case may be, fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case prepared in accordance with GAAP consistently United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of unaudited interim financial statements, for normal and recurring year-end adjustments and as may be permitted by the absence SEC on Form 10-Q, 8-K or any successor or like form under the Exchange Act) and (C) fairly present in all material respects the financial position and the results of notesoperations and cash flows of the Company as of the times and for the periods referred to therein. (b) Without limiting the generality of Section 3.6(a), (i) Ernst & Young LLP has not resigned or been dismissed as independent public accountant of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company has failed in any respect to make, without qualification, the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any form, report or schedule filed by the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document.

Company SEC Documents and Financial Statements. (a) Since December 28, 1998, the The ---------------------------------------------- Company has timely filed with the Securities and Exchange Commission (the "SEC") all required --- forms, reports, schedules, formsstatements, statements exhibits and other documents required to be filed by it since December 31, 1997 under the Exchange Act or the Securities Act of 1933, as amended (including exhibits and all other information incorporated thereinthe "Securities Act") with (collectively, the SEC ("Company SEC -------------- ----------- Documents"). As of their respective dates (and without giving effect to any amendments or modifications filed after its filing date or, if amended, as of the date of this Agreement)the last --------- such amendment, each Company SEC Document complied in all material respects with the applicable requirements of the Company SEC DocumentsExchange Act or the Securities Act, including as the financial statementscase may be, exhibits and schedules thereto, filed the applicable rules and publicly available with regulations of the SEC prior to the thereunder. As of its filing date hereof complied (and each or, if amended, as of the Company SEC Documents filed after the date of this Agreementthe last such amendment, will comply) as each Company SEC Document filed pursuant to form with applicable Securities Laws and the Exchange Act did not (or in the case of statements, circulars or reports filed after the date of this Agreement, will not) contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein, in the light therein not misleading. None of the circumstances under which they were madeCompany Subsidiaries is required to file any forms, not misleading. (b) Each reports or other documents with the SEC. All of the Company's audited financial statements and unaudited consolidated interim financial statements of financial condition or balance sheets the Company included in or incorporated by reference into the Company SEC DocumentsDocuments (collectively, including the related notes "Financial Statements") (i) have been prepared from, are in -------------------- accordance with and schedulesaccurately reflect the books and records of the Company and its consolidated Subsidiaries, fairly presented (ii) comply in all material respects (or, in with the case of Company SEC Documents filed after applicable accounting requirements and with the date of this Agreement, will fairly present in all material respects) the financial position published rules and regulations of the Company as of the date of such balance sheet and each of the Company's statements of incomeSEC with respect thereto, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respectsiii) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case have been prepared in accordance with GAAP consistently United States generally accepted accounting principles ("GAAP") applied on a ---- consistent basis during the periods involved (except as may be noted indicated therein or in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iv) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amount) of the Company and its consolidated Subsidiaries as of the times and for the absence of notes)periods referred to therein.

Company SEC Documents and Financial Statements. (a1) Since The Company’s Annual Reports on Form 10-K for the fiscal years ended December 2831, 19982017 and 2018, the Company has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other reports, registration statements, definitive proxy statements or information incorporated thereinstatements filed by the Company subsequent to January 1, 2017 under the Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed (such documents, collectively, the “Company SEC Documents”) with the SEC ("Company SEC Documents"). As as of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement)filed, each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC prior to the date hereof (A) complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) in all material respects as to form with the applicable requirements under the Securities Laws Act or the Exchange Act, as the case may be, and (B) did not (or in the case of statements, circulars or reports filed after 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 to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Company Subsidiaries is currently subject to the periodic reporting requirements of the Exchange Act. The Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002, together with the rules and regulations thereunder. (b2) Each The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company's Company and the consolidated statements of financial condition or balance sheets included Company Subsidiaries contained in or incorporated by reference into the any such Company SEC Documents, Document (including the related notes and schedules, the “Company Financial Statements”)) fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the consolidated financial position of the Company and the Company Subsidiaries as of the date of such balance sheet statement, and each of the Company's statements of income, cash flows income and changes in stockholders' ’ equity included and cash flows or equivalent statements in or incorporated by reference into the such Company SEC Documents, Documents (including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), thereto) fairly presented in all material respects (orrespects, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the consolidated results of operations, cash flows changes in stockholders’ equity and changes in stockholders' equity cash flows, as the case may be, of the Company and the Company Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments)which those statements relate, in each case case, in accordance with GAAP consistently applied during the periods involved (except except, in each case, as may be noted therein therein, and exceptsubject to normal year‑end audit adjustments and as permitted by Form 10‑Q, Form 8-K or any successor form under the Exchange Act in the case of unaudited statements). No financial statements of any Person other than the Company and the Company Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Company. (3) As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. The Company has made available to Parent complete and correct copies of all material written correspondence between the SEC, on one hand, and the Company, on the other hand, since January 1, 2017, other than as publicly filed as correspondence in the Electronic Data Gathering, Analysis and Retrieval Database of the SEC. As of the date hereof, to the Company’s Knowledge, none of the Company SEC Documents is the subject of an ongoing SEC review. (4) The Company has designed and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) intended to provide reasonable assurances regarding the reliability of financial reporting for the absence Company and the Company Subsidiaries. The Company has designed disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of notes)the Exchange Act) to provide reasonable assurance that material information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure. (5) The Company is in compliance in all material respects with all current listing requirements of the NYSE. (6) None of the Acquired Companies has entered into or created (A) any securitization transaction or “off balance sheet arrangement” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act) or (B) any commitment to become party to any joint venture, off balance sheet partnership or any similar Contract or arrangement relating to any transaction or relationship between or among any of the Acquired Companies, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, in each case where the result, purpose or effect of such transaction, commitment or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, any of the Acquired Companies in Company Financial Statements or other Company SEC Document.

Company SEC Documents and Financial Statements. (a) Since December 28, 1998, the The Company has timely filed with or furnished to (as applicable) the SEC all required forms, reports, schedules, formsstatements, statements registration statements, prospectuses and other documents (including exhibits and all other information incorporated therein) required by it to be filed or furnished (as applicable) since and including January 1, 2011 under the Exchange Act or the Securities Act (together with all certifications required pursuant to the SEC Xxxxxxxx-Xxxxx Act) (such documents, as have been amended since the time of their filing, collectively, the "Company SEC Documents"). No Company Subsidiary is separately subject to the periodic reporting requirements of the Exchange Act. As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement)filing dates, each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available Documents (a) did not (or with the SEC prior respect to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after the date of this Agreementhereof, 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 the light of the circumstances under which they were made, not misleading. misleading and (b) Each of the Company's consolidated statements of financial condition or balance sheets included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules, fairly presented complied in all material respects (orwith the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. All of the audited financial statements and unaudited interim financial statements of the Company included in the case of Company SEC Documents filed after the date of this Agreement(including, will fairly present in all material respectseach case, any notes or schedules thereto) the financial position of the Company as of the date of such balance sheet and each of the Company's statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented (i) have been or will be, as the case may be, prepared from, are in accordance with, and accurately reflect the books and records of the Company and the Company Subsidiaries in all material respects respects, (ii) have been or will be, as the case may be, prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of Company interim financial statements, for normal and recurring year-end adjustments and as may be permitted by the SEC Documents filed after on Form 10-Q, Form 8-K or Regulation S-X under the date Exchange Act, which such adjustments are not, in the aggregate, material to the Company), and comply or will comply, as the case may be, as to form in all material respects with the applicable accounting requirements of this Agreementthe Securities Act and the Exchange Act and the related rules and regulations of the SEC thereunder and (iii) fairly present, will fairly present in all material respects) , the consolidated financial position of the Company and the Company Subsidiaries, as of the respective dates thereof, and the consolidated results of their operations, cash flows and changes in and, where included, their consolidated stockholders' equity of the Company and their consolidated cash flows for the respective periods set forth therein indicated (subject, in the case of the unaudited statements, to normal year-end audit adjustmentsadjustments (which are not material in significance or amount)). No financial statements of any Person other than the Company and the Company Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Company or to be filed by the Company with the SEC, and the Company has not entered into any transactions (and no transactions are probable), except for the Transactions, that, individually or in the aggregate, would require the Company to file pro forma financial statements with the SEC. Except as required by GAAP and disclosed in the Company SEC Documents, since January 1, 2011, the Company has not made or adopted any material change in its accounting methods, practices or policies. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Company SEC Documents and none of the Company SEC Documents is, to the Knowledge of the Company, the subject of ongoing SEC review. There are no internal investigations, any SEC inquiries or investigations or other governmental inquiries or investigations pending or, to the Knowledge of the Company, threatened, in each case in accordance with GAAP consistently applied during regarding any accounting practices of the periods involved (except as may be noted therein and except, in the case of unaudited statements, for the absence of notes)Company.

Company SEC Documents and Financial Statements. (a) Since December 28January 1, 19982005, the Company has timely filed with or furnished to the SEC all required forms, reports, schedules, formsstatements, statements exhibits, and other documents required by it to be filed under the Exchange Act or the Securities Act (including exhibits and all other information incorporated therein) with collectively, the SEC ("Company SEC Documents"). As of their respective dates (and without giving effect to any amendments or modifications filed after the its filing date of this Agreement)or, each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC if amended prior to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form of the date of the last such amendment, each Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act and the Securities Laws and did not (or in Act, as the case may be, and the applicable rules and regulations of statementsthe SEC thereunder. As of its filing date or, circulars or reports filed after if amended prior to the date of this Agreement, will not) as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) . Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the Company's consolidated statements of financial condition date such registration statement or balance sheets included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules, fairly presented in all material respects (or, in the case of Company SEC Documents filed after amendment became effective prior to the date of this Agreement, will fairly present did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in all material respects) order to make the financial position statements made in light of the circumstances under which they were made, not misleading. None of the Company as Subsidiaries is required to file any forms, reports or other documents with the SEC. As of the its filing date of such balance sheet and each of the Company's statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented in all material respects (or, in the case of Company SEC Documents filed after if amended prior to the date of this Agreement, will fairly present as of the date of the last such amendment, all of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (collectively, the "Financial Statements") (i) complied in all material respects) respects with the results of operations, cash flows applicable accounting requirements and changes in stockholders' equity with the published rules and regulations of the Company for the periods set forth therein SEC with respect thereto, (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case ii) have been prepared in accordance with GAAP consistently United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be noted therein indicated in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iii) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of unaudited interim financial statements, to normal and recurring year-end adjustments) of the Company and its consolidated Company Subsidiaries as of the times and for the absence periods referred to therein. (b) The Company has heretofore furnished to Parent complete and correct copies of notesall comment letters from the SEC since January 1, 2005 through the date of this Agreement with respect to any of the Company SEC Documents. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the Company SEC Documents. (c) The Company is in compliance in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act of 2002 (the "Sxxxxxxx-Xxxxx Act") and the applicable listing and governance rules and regulations of the NASDAQ Stock Market. (d) The Company maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that the Company maintains records that in reasonable detail accurately and fairly reflect its transactions and dispositions of assets, (ii) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (iii) that receipts and expenditures are executed only in accordance with authorizations of management and the Board of Directors and (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the Company's consolidated financial statements. The Company has evaluated the effectiveness of the Company's internal control over financial reporting and, to the extent required by applicable Law, presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. The Company has disclosed, based on the most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Board of Directors (and made available to Parent a summary of the significant aspects of such disclosure) (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect 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 control over financial reporting. Except as disclosed in the Company SEC Documents, the Company has not identified any material weaknesses in the design or operation of the Company's internal control over financial reporting. (e) The Company's "disclosure controls and procedures" (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company's management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such reports. (f) To the knowledge of the Company, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in each case regarding any accounting practices of the Company or any malfeasance by any director or executive officer of the Company. Since January 1, 2005 there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel or similar legal officer, the Board or any committee thereof. (g) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the Sxxxxxxx-Xxxxx Act. The Company does not have, and has not arranged any, outstanding "extensions of credit" to directors or executive officers within the meaning of Section 402 of the Sxxxxxxx-Xxxxx Act. (h) Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among the Company or any Company Subsidiary, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any "off-balance sheet arrangements" (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary in the Company's published financial statements or other Company SEC Documents.

Company SEC Documents and Financial Statements. (a) Since December 28, 1998, the The Company has filed or furnished (as applicable) with the SEC on a timely filed basis all required forms, reports, schedules, forms, statements and other documents required by it to be filed or furnished (as applicable) since and including exhibits and all other information incorporated therein) with the SEC Lookback Date pursuant to Applicable Law ("such documents, as have been amended since the time of their filing, collectively, the “Company SEC Documents"”). As of their respective filing dates (and without giving effect to any amendments or modifications filed after as of the date of this Agreementany amendment), each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available Documents (i) did not (or with the SEC prior respect to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after the date of this Agreementhereof, 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 the light of the circumstances under which they were made, not misleadingmisleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. 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 SEC Documents. To the Knowledge of the Company, as of the date hereof, none of the Company SEC Documents is, and since the Lookback Date have been, the subject of ongoing SEC review or outstanding SEC investigation. There has been no material correspondence between the SEC and the Company since the Lookback Date that is not set forth in the Company SEC Documents or that has not otherwise been made available to Parent prior to the date of this Agreement. (b) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the Company's consolidated date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements of financial condition or balance sheets included therein not misleading. (c) Except as permitted under the Exchange Act and disclosed in or incorporated by reference into the Company SEC Documents, including neither the related notes and Company nor any of its Affiliates has made, arranged or modified any extensions of credit in the form of a personal loan to any director or executive officer of director of the Company or any of their respective Affiliates. (d) No Subsidiary of the Company is required to file, or files, any reports, schedules, fairly presented in all material respects forms, statements, prospectuses, registration statements or other documents with the SEC. (or, e) All of the audited consolidated financial statements and unaudited interim consolidated financial statements of the Company and its Subsidiaries included or incorporated in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the financial position of the Company as of the date of such balance sheet and each of the Company's statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to “Financial Statements”), (i) have been or will be, as the "Company Financial Statements")case may be, fairly presented prepared from and, are in all material respects accordance with, the books and records of the Company, (orii) have been or will be, in as the case of Company SEC Documents filed after the date of this Agreementmay be, will fairly present in all material respects) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of any unaudited interim financial statements, for normal and recurring year-end adjustments, for the absence of notesfootnotes, to the extent that, if presented, such footnotes would not differ materially from those in the most recent audited consolidated financial statements of the Company, and as may be permitted by the SEC on Form 10-Q, Form 8-K or any successor or like form under the Exchange Act), and (iii) fairly present in all material respects the consolidated financial position and the results of operations and cash flows of the Company and its Subsidiaries as of the times and for the periods referred to therein. (f) Since the Lookback Date, there has been no material change in the Company’s accounting methods or principles that would be required to be disclosed in the Financial Statements in accordance with GAAP, except as described in the notes thereto.

Company SEC Documents and Financial Statements. (a) Since December 28Except as set forth in Section 3.8(a) of the Company Disclosure Schedule, 1998since November 27, 2007, the Company has and from January 1, 2005 until November 27, 2007, Wheeling-Pittsburgh Corporation has timely filed with the SEC all required forms, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC ("Company SEC Documents"). As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement), each of the Company SEC Documents, including the financial statements, exhibits and schedules theretoother documents required by it to be filed under the Exchange Act or the Securities Act (collectively, filed and publicly available the “Company SEC Documents”). None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of its filing date or, if amended prior to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form of the date of the last such amendment, each Company SEC Document fully complied with the applicable requirements of the Exchange Act and the Securities Laws and did not (or in Act, as the case may be. As of statementsits filing date or, circulars or reports filed after if amended prior to the date of this Agreement, will not) as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) . Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the Company's consolidated statements of financial condition date such registration statement or balance sheets included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules, fairly presented in all material respects (or, in the case of Company SEC Documents filed after amendment became effective prior to the date of this Agreement, will fairly present did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in all material respects) order to make the statements made in light of the circumstances under which they were made, not misleading. All of the audited financial position statements and unaudited interim financial statements of the Company as of included in the Company SEC Documents filed prior to the date of such balance sheet and each of the Company's statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules this Agreement (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented i) comply in all material respects (or, in with the case of Company SEC Documents filed after applicable accounting requirements and with the date of this Agreement, will fairly present in all material respects) the results of operations, cash flows published rules and changes in stockholders' equity regulations of the Company for the periods set forth therein SEC with respect thereto, (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case ii) have been prepared in accordance with GAAP consistently United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be noted therein indicated in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iii) fairly present in all material respects the financial position and the consolidated results of operations and cash flows (subject, in the case of unaudited interim financial statements, to normal and recurring year-end adjustments) of the Company and its consolidated Subsidiaries as of the times and for the absence periods referred to therein. (b) Except as set forth in Section 3.8(b) of notesthe Company’s Disclosure Schedule, the Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the applicable listing and governance rules and regulations of the NASDAQ Stock Market. (c) To the extent required by applicable Law, the Company maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) to provide reasonable assurances (i) that the Company maintains records that in reasonable detail accurately and fairly reflect its transactions and dispositions of assets, (ii) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (iii) that receipts and expenditures are executed only in accordance with authorizations of management and the Board of Directors and (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements. To the extent required by applicable Law, the Company has evaluated the effectiveness of internal control over financial reporting and, to the extent required by applicable Law, presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. The Company has disclosed, based on the most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Board of Directors (and made available to Parent a summary of the significant aspects of such disclosure) (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect 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 control over financial reporting. Except as disclosed in the Company SEC Documents or in Section 3.8(c) of the Company Disclosure Schedule, the Company has not identified any material weaknesses in the design or operation of the Company’s internal control over financial reporting. (d) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such reports. (e) Except as set forth in Section 3.8(e) of the Company Disclosure Schedule, to the knowledge of the Company, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations (other than customary internal audit reviews) pending or threatened in each case regarding any accounting practices of the Company or any of its Subsidiaries or any malfeasance by any director or executive officer of the Company or any of its Subsidiaries. Since November 27, 2007, there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel or similar legal officer, the Board or any committee thereof. (f) Each of the principal executive officer of the Company and the principal financial officer of the Company (or to the Company’s knowledge, each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act of 2002. The Company does not have, and has not arranged any, outstanding “extensions of credit” to directors or executive officers within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (g) Except as set forth in Section 3.8(g) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s published financial statements or other Company SEC Documents.

Company SEC Documents and Financial Statements. (a) Since December 28, 1998, the The Company has timely filed with or furnished to (as applicable) the SEC all required forms, reports, schedules, forms, statements and other documents required by it to be filed or furnished (as applicable) since and including exhibits January 1, 2006, under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) (together with all certifications required pursuant to the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”)) (such documents and all any other information incorporated therein) documents filed by the Company with the SEC ("SEC, as have been amended since the time of their filing, collectively, the “Company SEC Documents"”). As of their respective filing dates (and without giving effect or, if amended or superseded by a filing prior to any amendments or modifications filed after the date of this Agreement), each on the date of such amended or superseded filing) the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available Documents (i) did not (or with the SEC prior respect to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after the date of this Agreementhereof, 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 the light of the circumstances under which they were made, not misleading. misleading and (bii) Each complied in all material respects with the applicable requirements of the Company's consolidated statements Exchange Act or the Securities Act, as the case may be, the Sxxxxxxx-Xxxxx Act and the applicable rules and regulations of financial condition the SEC thereunder. None of the Company Subsidiaries is currently required to file any forms, reports or balance sheets included in other documents with the SEC. As of the date hereof, there are no outstanding or incorporated unresolved comments received by reference into the Company from the SEC staff with respect to any of the Company SEC Documents. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its consolidated Subsidiaries included in the Company SEC Documents (collectively, including the related “Financial Statements”), (A) have been (or, with respect to SEC Reports filed after the date of this Agreement and prior to the Effective Time, will be) prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and schedulesrecurring year-end adjustments as may be permitted by the SEC on Form 10-Q, 8-K or any successor or like form under the Exchange Act) and (B) fairly presented present in all material respects (or, in the case of Company with respect to SEC Documents Reports filed after the date of this AgreementAgreement and prior to the Effective Time, will fairly present in all material respects) the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein. (b) Without limiting the generality of Section 3.6(a), (i) PricewaterhouseCoopers LLP has not resigned or been dismissed as the independent public accounting firm of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the date Company has failed in any respect to make, without qualification, the certifications required of such balance sheet him or her under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act with respect to any form, report or schedule filed by the Company with the SEC since the enactment of the Sxxxxxxx-Xxxxx Act and each (iii) no enforcement action has been initiated or, to the knowledge of the Company's statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into threatened against the Company by the SEC Documents, including relating to disclosures contained in any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with GAAP consistently applied during the periods involved (except as may be noted therein and except, in the case of unaudited statements, for the absence of notes)Document.

Company SEC Documents and Financial Statements. (a) Since December 28, 1998, the The Company has timely filed with or furnished to (as applicable) the SEC all required forms, reports, schedules, forms, statements and other documents since and including January 1, 2005, under the Exchange Act or the Securities Act of 1933, as amended (including exhibits the “Securities Act”) (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) (such documents and all any other information incorporated therein) documents that the Company has filed with or furnished to the SEC ("SEC, as have been amended, collectively, the “Company SEC Documents"”). As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement)filing dates, each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC prior to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply(i) as to form with applicable Securities Laws and did not (or in with respect to the case of statements, circulars or reports Company SEC Documents filed after 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 the light of the circumstances under which they were made, not misleading. misleading and (bii) Each complied with the applicable requirements of the Company's consolidated Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder, except where the failure to comply with such requirements, rules or regulations would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All of the audited financial statements and unaudited interim financial statements of financial condition or balance sheets the Company included in or incorporated by reference into the Company SEC DocumentsDocuments (collectively, including the related notes and schedules“Financial Statements”), fairly presented in all material respects (orA) have been or will be, in as the case may be, prepared from, are in accordance with, and accurately reflect the books and records of the Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects, (B) the financial position of the Company as of the date of such balance sheet and each of the Company's statements of incomehave been or will be, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements")case may be, fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case prepared in accordance with GAAP consistently United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of unaudited interim financial statements, for normal and recurring year-end adjustments and as may be permitted by the absence SEC on Form 10-Q, Form 8-K or any successor or like form under the Exchange Act), and (C) fairly present in all material respects the financial position and the results of notes)operations and cash flows of the Company as of the times and for the periods referred to therein. (b) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15 and 15d-15 promulgated under the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 promulgated under the Exchange Act) to ensure that material information required to be disclosed by the Company in the Company SEC Documents filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002. The Company’s management has completed its assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2007, and such assessment concluded that such controls were effective.

Company SEC Documents and Financial Statements. (a) Since December 28August 1, 19982003, the Company has timely filed with the SEC all required forms, reports, schedules, formsregistration statements, statements definitive proxy statements, exhibits, and other documents required by it to be filed under the Exchange Act or the Securities Act (including exhibits and all other information incorporated therein) with collectively, the SEC ("“Company SEC Documents"”). As of their respective dates (and without giving effect to any amendments its filing date or, if amended or modifications filed after the date of this Agreement), each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC supplemented prior to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form of the date of the last such amendment or supplement, each Company SEC Document fully complied with the applicable requirements of the Exchange Act and the Securities Laws and did not (or in Act, as the case may be, and the applicable rules and regulations of statementsthe SEC thereunder applicable to such Company SEC Document. As of its filing date or, circulars if amended or reports filed after supplemented prior to the date of this Agreement, will not) as of the date of the last such amendment or supplement, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) . Each of the Company's consolidated statements of financial condition or balance sheets included in or incorporated by reference into the Company SEC DocumentsDocument that is a registration statement, including as amended or supplemented, if applicable, filed pursuant to the related notes and schedulesSecurities Act, fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the financial position of the Company as of the date such registration statement or amendment or supplement became effective, did not contain any untrue statement of such balance sheet and each a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the Company's circumstances under which they were made, not misleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to the Exchange Act. All of the consolidated balance sheets and the related consolidated statements of income, consolidated statements of comprehensive income and shareholders’ equity and consolidated statements of cash flows and changes (including, in stockholders' equity included in or incorporated by reference into the Company SEC Documentseach case, including any related notes and schedules thereto) of the Company included in the Company SEC Documents (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company “Financial Statements"), fairly presented ”) (i) comply as to form in all material respects (or, in with the case of Company SEC Documents filed after applicable accounting requirements and with the date of this Agreement, will fairly present in all material respects) the results of operations, cash flows published rules and changes in stockholders' equity regulations of the Company for the periods set forth therein SEC with respect thereto, (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case ii) have been prepared in accordance with GAAP consistently United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be noted therein indicated in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iii) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of unaudited interim financial statements, to normal and recurring year-end adjustments) of the Company and its consolidated Subsidiaries as of the times and for the absence periods referred to therein. (b) The Company has heretofore furnished to Parent complete and correct copies of notes)all comment letters from the SEC since August 1, 2003 through the date of this Agreement with respect to any of the Company SEC Documents and all correspondence since August 1, 2003 through the date of this Agreement from or with the SEC or the Department of Justice relating to accounting, sales and other business practices of the Company or any Company Subsidiary. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the Company SEC Documents. (c) The Company is in compliance in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act and the applicable listing and governance rules and regulations of the New York Stock Exchange. (d) The Company maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that the Company maintains records that in reasonable detail accurately and fairly reflect their respective transactions and dispositions of assets, (ii) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (iii) that receipts and expenditures are executed only in accordance with authorizations of management and the Company Board of Directors and (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements. The Company has evaluated the effectiveness of the Company’s internal control over financial reporting and, to the extent required by applicable Law, presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. Based on the most recent evaluation by the Company of its internal control over financial reporting, to the Company’s knowledge and except as set forth in Section 3.8(d) of the Company Disclosure Schedule, the Company had no (A) significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (B) 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. Except as disclosed in the Company SEC Documents, the Company has not identified any material weaknesses in the design or operation of the Company’s internal control over financial reporting. (e) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that all information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure as required under the Exchange Act. (f) To the knowledge of the Company, as of the date of this Agreement, except as described in the Company SEC Documents or in Section 3.8(f) of the Company Disclosure Schedule, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in each case regarding any accounting practices of the Company or any malfeasance by any director or executive officer of the Company. Except as set forth in Company compliance reports made available to Parent or in Section 3.8(f) of the Company Disclosure Schedule, since August 1, 2003 through the date of this Agreement, there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel or similar legal officer, the Board or any committee thereof.

Company SEC Documents and Financial Statements. (a) Since December 28Except as set forth in Section 3.8(a) of the Company Disclosure Schedule, 1998since November 27, 2007, the Company has and from January 1, 2005 until November 27, 2007, Wheeling-Pittsburgh Corporation has timely filed with the SEC all required forms, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC ("Company SEC Documents"). As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement), each of the Company SEC Documents, including the financial statements, exhibits and schedules theretoother documents required by it to be filed under the Exchange Act or the Securities Act (collectively, filed and publicly available the “Company SEC Documents”). None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of its filing date or, if amended prior to the date hereof complied (and each Memorandum Date, as of the Company SEC Documents filed after the date of this Agreementthe last such amendment, will comply) each Company SEC Document fully complied with the applicable requirements of the Exchange Act and the Securities Act, as to form with applicable Securities Laws and did not (or in the case may be. As of statementsits filing date or, circulars or reports filed after if amended prior to the Memorandum Date, as of the date of this Agreementthe last such amendment, will not) each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) . Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the Company's consolidated date such registration statement or amendment became effective prior to the Memorandum Date, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made in light of the circumstances under which they were made, not misleading. All of the audited financial statements and unaudited interim financial statements of financial condition or balance sheets the Company included in or incorporated by reference into the Company SEC Documents, including Documents filed prior to the related notes and schedules, fairly presented Memorandum Date (i) comply in all material respects (or, in with the case of Company SEC Documents filed after applicable accounting requirements and with the date of this Agreement, will fairly present in all material respects) the financial position published rules and regulations of the Company as of the date of such balance sheet and each of the Company's statements of incomeSEC with respect thereto, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respectsii) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case have been prepared in accordance with GAAP consistently United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be noted therein indicated in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iii) fairly present in all material respects the financial position and the consolidated results of operations and cash flows (subject, in the case of unaudited interim financial statements, to normal and recurring year-end adjustments) of the Company and its consolidated Subsidiaries as of the times and for the absence periods referred to therein. (b) Except as set forth in Section 3.8(b) of notesthe Company’s Disclosure Schedule, the Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the applicable listing and governance rules and regulations of the NASDAQ Stock Market. (c) To the extent required by applicable Law, the Company maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) to provide reasonable assurances (i) that the Company maintains records that in reasonable detail accurately and fairly reflect its transactions and dispositions of assets, (ii) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (iii) that receipts and expenditures are executed only in accordance with authorizations of management and the Board of Directors and (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements. To the extent required by applicable Law, the Company has evaluated the effectiveness of internal control over financial reporting and, to the extent required by applicable Law, presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. The Company has disclosed, based on the most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Board of Directors (and made available to Parent a summary of the significant aspects of such disclosure) (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect 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 control over financial reporting. Except as disclosed in the Company SEC Documents or in Section 3.8(c) of the Company Disclosure Schedule, the Company has not identified any material weaknesses in the design or operation of the Company’s internal control over financial reporting. (d) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such reports. (e) Except as set forth in Section 3.8(e) of the Company Disclosure Schedule, to the knowledge of the Company, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations (other than customary internal audit reviews) pending or threatened in each case regarding any accounting practices of the Company or any of its Subsidiaries or any malfeasance by any director or executive officer of the Company or any of its Subsidiaries. Since November 27, 2007, there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel or similar legal officer, the Board or any committee thereof. (f) Each of the principal executive officer of the Company and the principal financial officer of the Company (or to the Company’s knowledge, each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act of 2002. The Company does not have, and has not arranged any, outstanding “extensions of credit” to directors or executive officers within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (g) Except as set forth in Section 3.8(g) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s published financial statements or other Company SEC Documents.

Company SEC Documents and Financial Statements. (a) Since December 28, 1998, the The ---------------------------------------------- Company has timely filed with the SEC all required forms, reports, schedules, forms, statements and other documents required by it to be filed since March 31, 1999 under the Exchange Act or the Securities Act of 1933, as amended (including exhibits and all other information incorporated thereinthe "Securities Act") with -------------- (as such documents have been amended since the SEC (time of their filing, collectively, the "Company SEC Documents"). As of their respective dates (and without giving effect to any amendments dates, or modifications filed after if --------------------- amended, as of the date of this Agreement)the last such amendment, each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC prior to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply(a) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after 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 the light of the circumstances under which they were made, not misleading. misleading and (b) Each of the Company's consolidated statements of financial condition or balance sheets included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules, fairly presented complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (orcollectively, the "Financial Statements") (i) have been prepared -------------------- from, are in accordance with, and accurately reflect the books and records of the Company and its consolidated Subsidiaries, (ii) comply in all material respects with applicable accounting requirements and, as to the SEC Documents, with the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods ---- involved (except as may be indicated in the notes thereto and except, in the case of Company SEC Documents filed after the date unaudited interim statements, as may be permitted under Form 10-Q of this Agreement, will the Exchange Act) and (iv) fairly present in all material respects) the consolidated financial position and the consolidated results of the Company as of the date of such balance sheet operations and each of the Company's statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments), in each case in accordance with GAAP consistently applied during ) of the Company and its consolidated Subsidiaries as of the times and for the periods involved (except as may be noted therein and except, in the case of unaudited statements, for the absence of notes)referred to therein.

Company SEC Documents and Financial Statements. (a) Since December 28, 1998, the The Company has timely filed with the SEC all required forms, reports, schedules, forms, statements and other documents required by it to be filed since and including January 1, 2004 under the Exchange Act or the Securities Act of 1933, as amended (including exhibits the “Securities Act”) (together with all certifications required pursuant to the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”)) (such documents and all any other information incorporated therein) documents filed by the Company with the SEC ("SEC, as have been amended since the time of their filing, collectively, the “Company SEC Documents"”). As of their respective dates (and without giving effect to any amendments dates, or modifications filed after if amended, as of the date of this Agreement)the last such amendment, each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC prior to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply(a) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after 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 the light of the circumstances under which they were made, not misleading. misleading and (b) Each complied in all material respects with the applicable requirements of the Company's Exchange Act or the Securities Act, as the case may be, the Sxxxxxxx-Xxxxx Act and the applicable rules and regulations thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of financial condition or balance sheets the Company included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules, fairly presented in all material respects (or, in the case of Company SEC Documents filed after as amended or supplemented prior to the date of this Agreement, will fairly present in all material respects) the financial position of the Company as of the date of such balance sheet and each of the Company's statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules hereof (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company “Financial Statements"”), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respectsi) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case have been prepared in accordance with GAAP consistently generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be noted therein indicated in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (ii) fairly present in accordance with GAAP the consolidated financial position and the consolidated results of operations and cash flows (except, in the case of unaudited interim financial statements, for normal or recurring year-end adjustments) of the absence Company and its consolidated Subsidiaries as of notesthe times and for the periods referred to therein. No representation is made with respect to any information provided by Danisco, the Buyer or Eastman (or any affiliate of Danisco, the Buyer or Exxxxxx) in writing for inclusion or incorporation by reference in any Company SEC Documents. (b) Without limiting the generality of Section 3.7(a), PricewaterhouseCooopers LLP has not resigned or been dismissed as independent public accountant of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting practices which materially impacts or would require the restatement of any previously issued financial statements, covering one or more years or interim periods for which the Company is required to provide financial statements, such that they should no longer be relied upon.

Company SEC Documents and Financial Statements. (a) Since December 28, 1998Except as disclosed in Section 4.6(a) of the Company Disclosure Schedule, the Company and each of the Company Subsidiaries has timely filed or furnished (as applicable) with the SEC all required forms, reports, schedules, forms, statements and other documents required by it to be filed or furnished (as applicable) since and including exhibits January 1, 2005, under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) (together with all certifications required pursuant to the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”)) (such documents and all any other information incorporated therein) documents filed by the Company and each Company Subsidiary with the SEC ("SEC, as amended since the time of their filing but prior to the date hereof, collectively, the “Company SEC Documents"”). As of their respective filing dates (and without giving effect to any amendments or modifications filed after as of the date of this Agreement), each of the Company SEC Documents, including the financial statements, exhibits and schedules filing an amendment thereto, filed and publicly available with the SEC prior to the date hereof complied (and each of extent any filing was amended) the Company SEC Documents filed after the date of this Agreement, will comply(i) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after 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 the light of the circumstances under which they were made, not misleading. misleading and (bii) Each of the Company's consolidated statements of financial condition or balance sheets included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules, fairly presented complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Sxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder (orexcept as set forth and described in Section 4.6(a) of the Company Disclosure Schedule, certain forms, reports, schedules, statements or other documents that were not filed in a timely manner). No Company Subsidiary is currently required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC, nor has any Company Subsidiary been subject to any such reporting requirements since January 1, 2004. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its consolidated Subsidiaries included in the case of Company SEC Documents filed after (collectively, the date “Financial Statements”), (A) have been prepared from, are in accordance with, and accurately reflect the books and records of this Agreement, will fairly present the Company and its consolidated Subsidiaries in all material respects, (B) the financial position of the Company as of the date of such balance sheet and each of the Company's statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case have been prepared in accordance with GAAP consistently United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of unaudited interim financial statements, for normal and recurring year-end adjustments) and (C) fairly present in all material respects the absence consolidated financial position and the consolidated results of notesoperations and cash flows of the Company and its consolidated Subsidiaries, in each case, as of the times and for the periods referred to therein. (b) Without limiting the generality of Section 4.6(a), (i) KPMG LLP has not resigned or been dismissed as independent public accountant of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company has failed in any respect to make, without qualification, the certifications required of him or her under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act with respect to any form, report or schedule filed by the Company with the SEC since the enactment of the Sxxxxxxx-Xxxxx Act and to the Company’s knowledge there is no reason to believe that any such executive officer will not be able to give such certifications, without qualification, when next due, (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document and (iv) there are not any pending, open or unresolved investigations by, or on behalf of, the Company Board of Directors (or any committee thereof) or any Governmental Entity relating to any possible (A) accounting irregularities, inaccuracies or restatements, (B) violations of Federal or state securities Laws or (C) violations of any other Laws (including state corporate Laws), in each case including any “backdating” of Company Options. (c) As of their respective filing dates, Future Company SEC Documents (i) do 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 which they were made, not misleading and (ii) comply in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Sxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder, except that certain of the Future Company SEC Documents may not be timely filed. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its consolidated Subsidiaries included in the Future Company SEC Documents, (A) will be prepared from, are in accordance with, and accurately reflect the books and records of the Company and its consolidated Subsidiaries in all material respects, (B) will be prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (C) will fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries, in each case as of the times and for the periods referred to therein. “Future Company SEC Documents” means all forms, reports, schedules, statements and other documents filed with or furnished to the SEC after the date of this Agreement.

Company SEC Documents and Financial Statements. (a) Since December 28, 1998, the The Company has timely filed with the SEC all required forms, reports, schedules, forms, statements and other documents required by it to be filed under the Exchange Act and Securities Act (including exhibits such documents and all any other information incorporated therein) documents filed by the Company and each Company Subsidiary with the SEC at least three ("Company SEC Documents"). As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement), each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC 3) Business Days prior to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will complyas have been amended since the time of their filing, collectively, the “Company SEC Documents”), since January 1, 2009. As of their respective dates, the Company SEC Documents (i) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after 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 the light of the circumstances under which they were made, not misleading. misleading and (bii) Each complied as to form in all material respects with the applicable requirements of the Company's consolidated statements Exchange Act or the Securities Act, as the case may be, SOXA, and the applicable rules and regulations of financial condition the SEC thereunder. None of the Company Subsidiaries is currently required to file any forms, reports or balance sheets included in or incorporated by reference into other documents with the SEC. As of the date hereof, the Company does not have any unresolved comments from the SEC with respect to the Company SEC Documents. Each of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its consolidated Subsidiaries included in the Company SEC Documents (collectively, including the related together with all notes and schedulesschedules thereto, fairly presented the “Financial Statements”), was prepared in all material respects accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (or“GAAP”) (except as may be indicated in the notes thereto and subject, in the case of unaudited consolidated interim financial statements, to normal year-end audit adjustments that are not, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, and the absence of notes not required by GAAP) and applicable SEC Documents filed after the date of this Agreementrules and regulations, will and fairly present in all material respects) respects the consolidated financial position and the consolidated results of the Company as of the date of such balance sheet and each of the Company's operations, statements of income, stockholders’ equity, and cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the results of operations, cash flows and changes in stockholders' equity of the Company and its consolidated Subsidiaries as of the times and for the periods set forth referred to therein (subject, in the case of unaudited statementsconsolidated interim Financial Statements, to normal year-end audit adjustmentsadjustments that are not, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole). (b) None of the Financial Statements (including the related notes) included in the Company SEC Documents contain any error, misstatement or omission requiring adjustment or restatement and the Company has no current intention to restate any of its Financial Statements (including the related notes) included in each case the Company SEC Documents. (c) There are no off-balance sheet structures or transactions with respect to the Company or any of its Subsidiaries that would be required to be reported or set forth in accordance the Company SEC Documents that are not so reported or set forth. (d) (i) PricewaterhouseCoopers LLP has not resigned or been dismissed as the independent public accountant of the Company as a result of or in connection with GAAP consistently applied any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure and the Company has not had any dispute with PricewaterhouseCoopers LLP regarding accounting matters or policies during any of its past three (3) full fiscal years or during the periods involved current fiscal year that is currently outstanding or that has resulted in any adjustment to or restatement of the financial statements of the Company, (except as may be noted therein ii) no executive officer of the Company has failed in any respect to make, without qualification, the certifications required of him or her under Section 302 or 906 of SOXA with respect to the Company SEC Documents and except(iii) to the Knowledge of the Company, no enforcement action has been initiated or threatened against the Company by the SEC relating to disclosures contained in the case of unaudited statements, for the absence of notes)any Company SEC Document. (e) The Company is in compliance in all material respects with all applicable NYSE Rules.

Company SEC Documents and Financial Statements. (a) Since December 28, 1998, the The Company has timely filed or furnished (as applicable) with the SEC all required forms, reports, schedules, forms, statements and other documents required by it to be filed or furnished (as applicable) since and including exhibits January 1, 2009 under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) (together with all certifications required pursuant to the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”)) (such documents and all any other information incorporated therein) documents filed by the Company with the SEC ("SEC, as have been amended since the time of their filing, collectively, the “Company SEC Documents"”). As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and without giving effect to any amendments or modifications filed after as of their respective SEC filing dates (in the date case of this Agreementall other Company SEC Documents), each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available Documents (a) did not (or with the SEC prior respect to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after the date of this Agreementhereof, will not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or 31344360_15 necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Sxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. To the Company’s Knowledge, there are no outstanding or unresolved comments in comment letters received from the SEC or its staff. There has been no correspondence between the SEC and the Company since January 1, 2012. To the Company’s knowledge, none of the Company SEC Documents is the subject of ongoing SEC review. None of the Company Subsidiaries is subject to the reporting requirements of Section 13(a) or 15(d) under the Exchange Act. (b) Each All of the Company's consolidated audited financial statements and unaudited interim financial statements of financial condition or balance sheets the Company included in or incorporated by reference into the Company SEC DocumentsDocuments (collectively, including the related notes and schedules“Financial Statements”), fairly presented in all material respects (ori) have been or will be, in as the case may be, prepared from and, are in accordance with, the books and records of the Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects, (ii) the financial position of the Company as of the date of such balance sheet and each of the Company's statements of incomehave been or will be, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements")case may be, fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case prepared in accordance with GAAP consistently United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of unaudited interim financial statements, for normal and recurring year-end adjustments and as may be permitted by the absence SEC on Form 10-Q, Form 8-K or any successor or like form under the Exchange Act), and (iii) fairly present in all material respects the consolidated financial position of notes)the Company and Company Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows of such companies as of the times and for the periods referred to therein.

Company SEC Documents and Financial Statements. (a) Since December 28, 1998, the The Company has timely filed or furnished (as applicable) with the SEC all required forms, reports, schedules, forms, statements and other documents required by it to be filed or furnished (as applicable) since and including exhibits January 1, 2013 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) or the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the ”Securities Act”) (together with all certifications required pursuant to the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”)) (such documents and any other information incorporated therein) documents filed by the Company with the SEC ("SEC, as have been amended since the time of their filing, collectively, the “Company SEC Documents"”). As of their respective filing dates (and without giving effect to any amendments or modifications filed after the date of this Agreement), each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available Documents (a) did not (or with the SEC prior respect to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after the date of this Agreementhereof, 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 the light of the circumstances under which they were made, not misleading. misleading and (b) Each of the Company's consolidated statements of financial condition or balance sheets included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules, fairly presented complied in all material respects (orwith the applicable requirements of the Exchange Act or the Securities Act, in as the case may be, the Sxxxxxxx-Xxxxx Act and the applicable rules and regulations of Company the SEC Documents filed after thereunder. As of the date of this Agreement, will fairly present in all material respects) the financial position of the Company as of does not have any outstanding and unresolved comments from the date of such balance sheet and each SEC with respect to any Company SEC Documents and, to the knowledge of the Company's statements , as of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, none of the Company SEC Documents is the subject of an ongoing SEC review. No Company Subsidiary is required to register its equity securities under the Exchange Act. All of the audited financial statements and unaudited interim financial statements of the Company included in the Company SEC Documents (collectively, the “Financial Statements”), (i) have been or will fairly present be, as the case may be, prepared from, are in accordance with, and accurately reflect the books and records of the Company and the Company Subsidiaries in all material respects, (ii) the results of operationshave been or will be, cash flows and changes in stockholders' equity of the Company for the periods set forth therein (subject, in as the case of unaudited statementsmay be, to normal year-end audit adjustments), in each case prepared in accordance with GAAP consistently United States Generally Accepted Accounting Principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of unaudited interim financial statements, for normal and recurring year-end adjustments and as may be permitted by the absence SEC on Form 10-Q, Form 8-K or any successor or like form under the Exchange Act), and (iii) fairly present, in all material respects, the financial position and the results of notes)operations and cash flows of the Company and the consolidated Company Subsidiaries as of the times and for the periods referred to therein. The Company has made available to Parent complete and correct copies of all written correspondence in its possession between the SEC, on the one hand, and the Company, on the other hand, from January 1, 2014 to the date of this Agreement.

Company SEC Documents and Financial Statements. (a) Since December 28, 1998, the The Company has filed with or furnished to (as applicable) the SEC, on a timely filed basis, all required forms, reports, schedules, forms, statements and other documents since and including January 1, 2005, under the Exchange Act or the Securities Act of 1933, as amended (including exhibits the “Securities Act”) (together with all certifications required pursuant to the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”)) (such documents and all any other information incorporated therein) with documents filed by the SEC ("Company with, or furnished by the Company to, the SEC, as have been amended since the time of their filing or being furnished, collectively, the “Company SEC Documents"”). As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement)dates, each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available Documents (i) did not (or with the SEC prior respect to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed furnished after 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 the light of the circumstances under which they were made, not misleading. misleading and (bii) Each of the Company's consolidated statements of financial condition complied (or balance sheets included in or incorporated by reference into with respect to the Company SEC DocumentsDocuments filed or furnished after the date of this Agreement, including will comply) with the related notes applicable requirements of the Exchange Act, the Securities Act or the Sxxxxxxx-Xxxxx Act, as the case may be, and schedulesthe applicable rules and regulations of the SEC thereunder, fairly presented except where the failure to comply with such requirements, rules or regulations would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All of the audited financial statements and unaudited interim financial statements of the Company included in the Company SEC Documents (collectively, the “Financial Statements”), (A) have been or will be, as the case may be, prepared from, are in accordance with, and accurately reflect the books and records of the Company in all material respects respects, (B) have been or will be, as the case may be, prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, for normal and recurring year-end adjustments that will not be material in amount or effect and as may be permitted by the SEC on Form 10-Q, Form 8-K or any successor or like form under the Exchange Act) and (C) fairly present or, in the case of the Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the consolidated financial position and the results of operations and cash flows of the Company and the Company Subsidiaries as of the date times and for the periods referred to therein. (b) The Company has designed and maintained a system of such balance sheet internal controls over financial reporting (as defined in Rules 13a-15 and each 15d-15 promulgated under the Exchange Act) effective and sufficient to provide reasonable assurances regarding the reliability of financial reporting and the Company's statements preparation of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements for external purposes in accordance with GAAP and related notes includes policies and schedules are referred to as the "Company Financial Statements"), fairly presented procedures that comply in all material respects (orwith the requirements under the Sxxxxxxx-Xxxxx Act. The Company has disclosed, in based on the case most recent evaluation of Company SEC Documents filed after its chief executive officer and its chief financial officer prior to the date of this Agreement, will fairly present to the Company’s auditors and the audit committee of the Company Board of Directors (A) any significant deficiencies in the 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 report financial information and has identified for the Company’s auditors and audit committee of the Company Board of Directors any material weaknesses in internal control over financial reporting and (B) any fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the Company’s internal control over financial reporting. Since January 1, 2005, 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 since January 1, 2005, through the Company’s whistleblower hot line or equivalent system for receipt of employee concerns regarding possible violations of law. The Company has designed and maintains effective disclosure controls and procedures (as required by Rules 13a-15 and 15d-15 promulgated under the Exchange Act) to ensure that information required to be disclosed by the Company in its filings with the SEC and other public disclosure documents is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure. None of KPMG LLP and all other independent public accountants of the Company or any Company Subsidiary has resigned or been dismissed as independent public accountant of the Company or any Company Subsidiary as a result of or in connection with any disagreement with the Company or any Company Subsidiary on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. To the knowledge of the Company, no attorney representing the Company or any of the Company Subsidiaries, whether or not employed by the Company or any of the Company 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, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board of Directors or the Company Board of Directors pursuant to the rules adopted pursuant to Section 307 of the Sxxxxxxx-Xxxxx Act or any Company policy contemplating such reporting, including in instances not required by those rules. (c) The Company is in compliance in all material respects) respects with the results of operations, cash flows applicable listing and changes in stockholders' equity corporate governance rules and regulations of the NASDAQ. Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Sxxxxxxx-Xxxxx Act, neither the Company for the periods set forth therein nor any of its affiliates has made, arranged or modified (subject, in any material way) any extensions of credit in the case form of unaudited statements, a personal loan to normal year-end audit adjustments), in each case in accordance with GAAP consistently applied during any executive officer or director of the periods involved (except as may be noted therein and except, in the case of unaudited statements, for the absence of notes)Company.

Company SEC Documents and Financial Statements. (a) Since December 28, 1998, the The Company has filed or furnished (as applicable), on a timely filed basis, with the SEC all required forms, reports, certifications, schedules, forms, statements and other documents required by it to be filed or furnished (as applicable) since and including exhibits January 1, 2014 under the Exchange Act or the Securities Act (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) (such documents and all any other information incorporated therein) documents filed or furnished by the Company with the SEC ("SEC, as have been amended since the time of their filing, collectively, the “Company SEC Documents"”). As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement)filing dates, each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC prior to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply(a) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after 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 the light of the circumstances under which they were made, not misleading. misleading and (b) Each complied in all material respects with the applicable requirements of the Company's Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. All of the audited financial statements and unaudited interim consolidated financial statements of financial condition or balance sheets the Company included in or incorporated by reference into the Company SEC Documents, Documents (including the related notes and schedulesschedules thereto) (collectively, fairly presented the “Company Financial Statements”), (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its consolidated Subsidiaries in all material respects, (ii) complied as of their respective dates in all material respects (or, in with the case of Company SEC Documents filed after then-applicable accounting requirements and the date of this Agreement, will fairly present in all material respects) the financial position published rules and regulations of the Company as of the date of such balance sheet and each of the Company's statements of incomeSEC with respect thereto, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respectsiii) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case have been prepared in accordance with GAAP consistently accounting principles generally accepted in the United States of America (“GAAP”) applied on a consistent basis during the periods involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of unaudited interim financial statements, for normal and recurring year-end adjustments and as may be permitted by the absence SEC on Form 10-Q, Form 8-K or any successor or like form under the Exchange Act, which adjustments are not, in the aggregate, material to the Company), and (iv) fairly present, in all material respects, the financial position and the results of notesoperations and cash flows of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein. Except for the Company Operating Partnership, no Company Subsidiary is required to file periodic reports with the SEC. (b) The Company Operating Partnership has filed or furnished (as applicable), on a timely basis, with the SEC all forms, reports, certifications, schedules, statements and other documents required by it to be filed or furnished (as applicable) since and including January 1, 2014 under the Exchange Act or the Securities Act (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act) (such documents and any other documents filed or furnished by the Company Operating Partnership with the SEC, as have been amended since the time of their filing, collectively, the “Company Operating Partnership SEC Documents”). As of their respective filing dates, the Company Operating Partnership SEC Documents (i) 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 which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. All of the audited financial statements and unaudited interim financial statements of the Company Operating Partnership included in the Company Operating Partnership SEC Documents (including the related notes and schedules thereto) (collectively, the “Company Operating Partnership Financial Statements” and, together with the Company Financial Statements, the “Financial Statements”), (A) have prepared from, are in accordance with, and accurately reflect the books and records of the Company Operating Partnership and its consolidated Subsidiaries in all material respects, (B) complied as of their respective dates in all material respects with the then-applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (C) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments and as may be permitted by the SEC on Form 10-Q, Form 8-K or any successor or like form under the Exchange Act, which adjustments are not, in the aggregate, material to the Company Operating Partnership), and (iv) fairly present, in all material respects, the financial position and the results of operations and cash flows of the Company Operating Partnership and its consolidated Subsidiaries as of the times and for the periods referred to therein.

Company SEC Documents and Financial Statements. (a) Since December 28, 1998, the The Company has timely filed with the SEC all required forms, reports, schedules, forms, statements and other documents required by it to be filed since and including December 16, 2003 under the Exchange Act or the Securities Act of 1933, as amended (including exhibits the "Securities Act") (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act")) (such documents and all any other information incorporated therein) documents filed by the Company with the SEC (SEC, as have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates (and without giving effect to any amendments dates, or modifications filed after if amended, as of the date of this Agreement)the last such amendment, each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC prior to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply(a) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after 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 the light of the circumstances under which they were made, not misleading. misleading and (b) Each complied in all material respects with the applicable requirements of the Company's Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of financial condition or balance sheets the Company included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules, fairly presented in all material respects (or, in the case of Company SEC Documents filed after as amended or supplemented prior to the date of this Agreement, will fairly present in all material respects) the financial position of the Company as of the date of such balance sheet and each of the Company's statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules hereof (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented (i) have been prepared from, are in all material respects (oraccordance with, in and accurately reflect the case books and records of the Company SEC Documents filed after the date of this Agreement, will fairly present and its consolidated subsidiaries in all material respects, (ii) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case have been prepared in accordance with GAAP consistently generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be noted therein indicated in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iii) fairly present in accordance with GAAP the consolidated financial position and the consolidated results of operations and cash flows (except, in the case of unaudited interim financial statements, for normal or recurring year-end adjustments none of which, individually or in the absence aggregate, would be material) of notesthe Company and its consolidated Subsidiaries as of the times and for the periods referred to therein. No representation is made with respect to any information provided by Purchaser or any affiliate or associate thereof in writing for inclusion or incorporation by reference in any Company SEC Documents. (b) Without limiting the generality of Section 3.8(a), KPMG LLP has not resigned or been dismissed as independent public accountant of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting practices which materially impacts or would require the restatement of any previously issued financial statements, covering one or more years or interim periods for which the Company is required to provide financial statements, such that they should no longer be relied upon.

Company SEC Documents and Financial Statements. (a) Since December 28, 1998, the The Company has filed or furnished (as applicable), on a timely filed basis, with the SEC all required forms, reports, certifications, schedules, forms, statements and other documents required by it to be filed or furnished (as applicable) since and including exhibits January 1, 2011 under the Exchange Act or the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) (such documents and any other information incorporated therein) documents filed or furnished by the Company with the SEC ("SEC, as have been amended since the time of their filing, collectively, the “Company SEC Documents"”). As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement)filing dates, each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available Documents (a) did not (or with the SEC prior respect to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after the date of this Agreementhereof, 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 the light of the circumstances under which they were made, not misleading. misleading and (b) Each of the Company's consolidated statements of financial condition complied, or balance sheets included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules, fairly presented in all material respects (or, in the case of with respect to Company SEC Documents filed after the date of this Agreementhereof, will fairly present comply, as the case may be, in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. All of the audited financial statements and unaudited interim financial statements of the Company included in the Company SEC Documents (including the related notes and schedules thereto) (collectively, the “Financial Statements”), (i) have been or will be, as the case may be, prepared from, are in accordance with, and accurately reflect the books and records of the Company and the Significant Subsidiaries in all material respects, (ii) the financial position of the Company complied as of the date of such balance sheet and each of the Company's statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented their respective dates in all material respects with the then-applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (oriii) have been or will be, in as the case of Company SEC Documents filed after the date of this Agreementmay be, will fairly present in all material respects) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case prepared in accordance with GAAP consistently accounting principles generally accepted in the United States of America (“GAAP”) applied on a consistent basis during the periods involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of unaudited interim financial statements, for normal and recurring year-end adjustments and as may be permitted by the absence SEC on Form 10-Q, Form 8-K or any successor or like form under the Exchange Act, which adjustments are not, in the aggregate, material to the Company), and (iv) fairly present, in all material respects, the financial position and the results of notes)operations and cash flows of the Company and its consolidated Significant Subsidiaries as of the times and for the periods referred to therein. No Company Subsidiary is required to file periodic reports with the SEC.

Company SEC Documents and Financial Statements. (ai) Since The Company has made available to Parent copies of each registration statement, offering circular, report, definitive proxy statement or information statement under the federal Securities Laws filed, used or circulated by it or any of its Subsidiaries with respect to periods since December 2831, 19981996 through the date of this Agreement and will promptly make available each such registration statement, offering circular, report, definitive proxy statement or information statement filed, used or circulated after the date hereof (collectively, the Company has timely filed all required reports"COMPANY SEC DOCUMENTS"), schedules, forms, statements and other documents each in the form (including exhibits and all other information incorporated thereinany amendments thereto) filed with the SEC ("Company SEC Documents"or if not so filed, in the form used or circulated). As of their respective dates (and without giving effect to any amendments or modifications if filed after on or prior to the date of this Agreement), each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC filed, used or circulated prior to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form with applicable Securities Laws and did not (or in the case of reports, statements, or circulars or reports filed after the date of this Agreement, will not) as of its date of filing or mailing to stockholders contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (bii) Each of the Company's consolidated statements of financial condition or balance sheets included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules, fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present present) in all material respects) respects the consolidated financial position of the Company and its Subsidiaries as of the date of such statement of financial condition or balance sheet and each of the Company's consolidated statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial StatementsCOMPANY FINANCIAL STATEMENTS"), fairly presented in all material respects (or, in the case of those contained in Company SEC Documents filed after the date of this Agreement, will fairly present present) in all material respects) respects the consolidated results of operations, cash flows and changes in stockholders' equity equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with GAAP consistently applied during the periods involved (except as may be noted therein and except, in the case of unaudited statements, for the absence of notes).

Company SEC Documents and Financial Statements. (a) Since December 28, 1998, the The Company has timely filed or furnished (as applicable) with the SEC all required forms, reports, schedules, forms, statements and other documents required by it to be filed or furnished (as applicable) since and including exhibits January 1, 2011 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) or the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) (such documents and any other information incorporated therein) documents filed by the Company with the SEC ("SEC, as the same have been amended since the time of their filing, collectively, the “Company SEC Documents"”). As of their respective filing dates (and without giving effect to any amendments or modifications filed after the date of this Agreement), each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available Documents (a) did not (or with the SEC prior respect to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after the date of this Agreementhereof, 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 which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act, the applicable rules and regulations of the SEC thereunder and the applicable rules and regulations of the FINRA OTC Bulletin Board Market and the OTC QB Marketplace; provided that no representation is made with respect to information supplied by Parent, Purchaser or any affiliate of Parent or Purchaser in writing expressly for inclusion in the Proxy Statement. Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, 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 which they were made, not misleading. (b) Each . All of the Company's consolidated audited financial statements and unaudited interim financial statements of financial condition or balance sheets the Company included in or incorporated by reference into the Company SEC DocumentsDocuments (collectively, including the related notes “Financial Statements”), (i) have been or will be, as the case may be, prepared from, are in accordance with, and schedulesaccurately reflect the books and records of the Company and its Subsidiaries in all material respects, fairly presented (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (oriii) have been or will be, in as the case of Company SEC Documents filed after the date of this Agreementmay be, will fairly present in all material respects) the financial position of the Company as of the date of such balance sheet and each of the Company's statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case prepared in accordance with GAAP consistently United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of unaudited interim financial statements, for normal and recurring year-end adjustments and as may be permitted by the absence SEC on Form 10-Q, Form 8-K or any successor or like form under the Exchange Act), and (iv) fairly present in all material respects the financial position and the results of notes)operations, cash flows and stockholders’ equity of the Company and the consolidated Subsidiaries as of the times and for the periods referred to therein. The Company has made available to Parent true and complete copies of all comment letters from the SEC since January 1, 2011 through the date of this Agreement with respect to any of the Company SEC Documents, together with all written responses of the Company thereto, other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the Company SEC Documents, and, to the knowledge of the Company, none of the Company SEC Documents are subject to ongoing SEC review.

Company SEC Documents and Financial Statements. (a) Since December 28, 1998, the The Company has timely filed or furnished (as applicable) with the SEC all required forms, reports, schedules, forms, statements and other documents required by it to be filed or furnished (as applicable) since and including exhibits January 1, 2007, under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) (such documents and all any other information incorporated therein) documents filed by the Company with the SEC ("SEC, as have been amended since the time of their filing, collectively, the “Company SEC Documents"”). As Except as set forth in the Company Disclosure Documents, as of their respective filing dates (and without giving effect to any amendments or modifications filed after the date of this Agreement), each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available Documents (i) did not (or with the SEC prior respect to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after the date of this Agreementhereof, 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 the light of the circumstances under which they were made, not misleading. misleading and (bii) Each of the Company's consolidated statements of financial condition or balance sheets included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules, fairly presented complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. Except as set forth in the Company Disclosure Documents, all of the audited financial statements and unaudited interim financial statements of the Company included in the Company SEC Documents (collectively, the “Financial Statements”), (A) have been or will be, as the case may be, prepared from, are in accordance with, and accurately reflect the books and records of the Company in all material respects, (B) have been or will be, as the case may be, prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of Company interim financial statements, for normal and recurring year-end adjustments and as may be permitted by the SEC Documents filed after on Form 10-Q, 8-K or any successor or like form under the date of this Agreement, will Exchange Act) and (C) fairly present in all material respects) respects the financial position of the Company as of the date times and for the periods referred to therein. (b) Without limiting the generality of such balance sheet Section 3.6(a), (i) Xxxxx Xxxxxxxx LLP has not resigned or been dismissed as independent public accountant of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company has failed in any respect to make, without qualification, the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any form, report or schedule filed by the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act and each (iii) no enforcement action has been initiated or, to the knowledge of the Company's statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into threatened against the Company by the SEC Documents, including relating to disclosures contained in any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with GAAP consistently applied during the periods involved (except as may be noted therein and except, in the case of unaudited statements, for the absence of notes)Document.

Company SEC Documents and Financial Statements. (a) Since December 28, 1998, the The Company has timely filed or furnished (as applicable) with the SEC all required forms, reports, schedules, forms, statements and other documents required by it to be filed or furnished (as applicable) since and including exhibits and all other information incorporated therein) with January 1, 2017 under the SEC Exchange Act or the Securities Act ("such documents, as have been amended since the time of their filing, collectively, the “Company SEC Documents"”). As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement)filing dates, each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available Documents (i) did not (or with the SEC prior respect to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after the date of this Agreementhereof, 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 the light of the circumstances under which they were made, not misleadingmisleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. 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 SEC Documents. To the Knowledge of the Company, as of the date hereof, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation. (b) Each All of the Company's consolidated audited financial statements and unaudited interim financial statements of financial condition or balance sheets the Company included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules, fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the financial position of the Company as of the date of such balance sheet and each of the Company's statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to “Financial Statements”), (i) have been or will be, as the "Company Financial Statements")case may be, fairly presented prepared from and, are in all material respects (oraccordance with, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the results of operations, cash flows books and changes in stockholders' equity records of the Company for the periods set forth therein Company, (subjectii) have been or will be, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with GAAP consistently applied during the periods involved (except as may be noted therein and except, in the case of unaudited statements, for the absence of notes).as

Company SEC Documents and Financial Statements. (a) Since December 2831, 19982000, the Company has timely filed with the SEC all required forms, reports, schedules, formsstatements, statements exhibits, and other documents required by it to be filed under the Exchange Act or the Securities Act (including exhibits and all other information incorporated therein) with collectively, the SEC ("Company SEC Documents"). As of their respective dates (and without giving effect to any amendments or modifications filed after its filing date or, if amended, as of the date of this Agreement)the last such amendment, each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC prior to the date hereof Document complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form with the applicable requirements of the Exchange Act and the Securities Laws and did not (or in Act, as the case may be, and the applicable rules and regulations of statementsthe SEC thereunder. As of its filing date or, circulars or reports filed after if amended, as of the date of this Agreementthe last such amendment, will not) each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein, in the light therein not misleading. None of the circumstances under which they were madeCompany Subsidiaries is required to file any forms, not misleading. (b) Each reports or other documents with the SEC. All of the Company's audited consolidated financial statements and unaudited consolidated interim financial statements of financial condition or balance sheets the Company included in or incorporated by reference into the Company SEC DocumentsDocuments (collectively, including the related notes "Financial Statements") (i) have been prepared from, are in accordance with and schedulesfairly reflect the books and records of the Company and its consolidated Subsidiaries in all material respects, fairly presented (ii) comply in all material respects (or, in with the case of Company SEC Documents filed after applicable accounting requirements and with the date of this Agreement, will fairly present in all material respects) the financial position published rules and regulations of the Company as of the date of such balance sheet and each of the Company's statements of incomeSEC with respect thereto, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respectsiii) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case have been prepared in accordance with GAAP consistently United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be noted therein indicated in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iv) fairly present in all material respects the consolidated financial position and the consolidated results of operations and changes in stockholder's equity and cash flows (subject, in the case of unaudited interim financial statements, to normal and recurring year-end adjustments) of the Company and its consolidated Subsidiaries as of the times and for the absence of notes)periods referred to therein.

Company SEC Documents and Financial Statements. (a) Since December 28, 1998, the The Company has timely filed or furnished (as applicable) with the SEC all required forms, reports, schedules, formsregistration statements, prospectuses, proxy statements and other documents required by it to be filed or furnished (as applicable) since and including January 1, 2009 under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) (such documents and any other documents filed by the Company with the SEC, including exhibits and all other information incorporated therein) with therein as have been amended, supplemented or modified since the SEC ("time of their filing, collectively, the “Company SEC Documents"”). As of their respective filing dates (and without giving effect to any amendments or modifications filed after the date of this Agreement), each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available Documents (a) did not (or with the SEC prior respect to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after the date of this Agreementhereof, 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 the light of the circumstances under which they were made, not misleading. misleading and (b) Each complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. As of the date of this Agreement, the Company has not received any written or, to the Company’s knowledge, oral notice from the SEC that any of the Company SEC Documents is the subject of any ongoing review by the SEC or outstanding SEC investigation, and 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 SEC Documents. To the knowledge of the Company's consolidated , as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. All of the audited financial statements and unaudited interim financial statements of financial condition or balance sheets the Company included in or incorporated by reference into the Company SEC Documents, including the all related notes and schedulesschedules thereto (collectively, fairly presented in all material respects the “Financial Statements”), (ori) have been or will be, in as the case may be, prepared from, are in accordance with, and accurately reflect the books and records of the Company SEC Documents filed after and the date of this Agreement, will fairly present Significant Subsidiaries in all material respects, (ii) the financial position of the Company as of the date of such balance sheet and each of the Company's statements of incomehave been or will be, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements")case may be, fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case prepared in accordance with GAAP consistently United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of unaudited interim financial statements, for normal and recurring year-end adjustments and as may be permitted by the absence SEC on Form 10-Q, Form 8-K or any successor or like form under the Exchange Act), (iii) fairly present in all material respects the consolidated financial position and the consolidated results of notes)operations and cash flows and changes in stockholders’ equity of the Company and the Company Subsidiaries as of the times and for the periods referred to therein and (iv) complied as to form, as of their respective filing dates with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto.

Company SEC Documents and Financial Statements. (a) Since December 28, 1998, the The Company has timely filed or furnished (as applicable) with the SEC all required forms, reports, schedules, forms, statements and other documents required by it to be filed or furnished (as applicable) since and including exhibits and all other information incorporated therein) with January 1, 2005, under the SEC Exchange Act or the Securities Act ("such documents, as have been amended or superseded since the time of their filing, collectively, the “Company SEC Documents"”). As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement), each of the Each Company SEC DocumentsDocument (a) as of its date, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC prior to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form in all material respects with the applicable requirements of the Securities Laws and did not (Act or in the Exchange Act, as the case of statementsmay be, circulars or reports filed after as in effect on the date so filed and (b) did not, at the time it was filed (or, if subsequently amended or supplemented, at the time of this Agreementsuch amendment or supplement), 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 the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, no Company Subsidiary is separately subject to the reporting requirements of the Exchange Act. (b) Each of the Company's consolidated financial statements (including, in each case, any notes thereto) of financial condition or balance sheets included the Company contained in or incorporated by reference into the Company SEC DocumentsDocuments (collectively, including the related “Financial Statements”) was prepared in accordance with United States generally accepted accounting principles (“GAAP”), applied (except as may be indicated in the notes and schedules, fairly presented in all material respects (orthereto and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) on a consistent basis during the periods indicated (except as may be indicated in the Company SEC Documents filed after Documents), and each of the date of this AgreementFinancial Statements presents fairly, will fairly present in all material respects) , the consolidated financial position of the Company as of the date of such balance sheet respective dates thereof and each of the Company's consolidated statements of income, stockholder’s equity and cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the results of operations, cash flows and changes in stockholders' equity of the Company for the respective periods set forth indicated therein (subject, in the case of unaudited financial statements, to normal year-period end audit adjustments), in each case in accordance with GAAP consistently applied during the periods involved (except as may be noted therein and except, in the case of unaudited statements, for the absence of notes).

Company SEC Documents and Financial Statements. (a) Since December 28, 1998, the The ---------------------------------------------- Company has timely filed with the Securities and Exchange Commission (the "SEC") all required --- forms, reports, schedules, formsstatements, statements exhibits and other documents required to be filed by it since December 31, 1997 under the Exchange Act or the Securities Act of 1933, as amended (including exhibits and all other information incorporated thereinthe "Securities Act") with (collectively, the SEC ("Company SEC -------------- ----------- Documents"). As of their respective dates (and without giving effect to any amendments or modifications filed after its filing date or, if amended, as of the date of this Agreement)the last --------- such amendment, each Company SEC Document complied in all material respects with the applicable requirements of the Company SEC DocumentsExchange Act or the Securities Act, including as the financial statementscase may be, exhibits and schedules thereto, filed the applicable rules and publicly available with regulations of the SEC prior to the thereunder. As of its filing date hereof complied (and each or, if amended, as of the Company SEC Documents filed after the date of this Agreementthe last such amendment, will comply) as each Company SEC Document filed pursuant to form with applicable Securities Laws and the Exchange Act did not (or in the case of statements, circulars or reports filed after the date of this Agreement, will not) contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein, in the light therein not misleading. None of the circumstances under which they were madeCompany Subsidiaries is required to file any forms, not misleading. (b) Each reports or other documents with the SEC. All of the Company's audited financial statements and unaudited consolidated interim financial statements of financial condition or balance sheets the Company included in or incorporated by reference into the Company SEC DocumentsDocuments (collectively, including the related notes "Financial Statements") (i) have -------------------- been prepared from, are in accordance with and schedulesaccurately reflect the books and records of the Company and its consolidated Subsidiaries, fairly presented (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (oriii) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the ---- periods involved (except as may be indicated therein or in the notes thereto and except, in the case of Company SEC Documents filed after the date unaudited interim statements, as may be permitted under Form 10-Q of this Agreement, will the Exchange Act) and (iv) fairly present in all material respects) respects the consolidated financial position and the consolidated results of the Company as of the date of such balance sheet operations and each of the Company's statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth therein (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments)adjustments and any other adjustments described therein which were not and are not expected, individually or in each case the aggregate, to be material in accordance with GAAP consistently applied during amount) of the Company and its consolidated Subsidiaries as of the times and for the periods involved (except as may be noted therein and except, in the case of unaudited statements, for the absence of notes)referred to therein.

Company SEC Documents and Financial Statements. (a) Since December 28January 1, 19981997, the Company FDC has timely filed all required reports, schedulesregistration statements, formsproxy statements, statements forms and other documents (including exhibits and all other information incorporated therein) required to be filed with the SEC (as such documents have since the time of their filing been amended or supplemented, the "Company FDC SEC Documents"). As of their respective dates dates, (and without giving effect to any amendments or modifications filed after the date of this Agreement), i) each of the Company FDC SEC Documents (including any financial statements filed as a part thereof or incorporated by reference therein) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the SEC thereunder applicable to such FDC SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC prior to the date hereof complied (and each ii) none of the Company FDC SEC Documents contained at the time they were filed after the date of this Agreement, will comply) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after the date of this Agreement, will not) contain any untrue statement of a material fact or omit omitted at the time they were filed to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Each Attached hereto as Annex B is an unaudited consolidated balance sheet of FDC and its Subsidiaries at June 30, 2000 (including certain explanatory notes thereto, the Company"Reference Balance Sheet") and an unaudited consolidated statement of operations of FDC and its Subsidiaries for the period ended June 30, 2000 (including certain explanatory notes thereto, the "Income Statement" and together with the Reference Balance Sheet, the "Financial Statements"). The Financial Statements have been derived from FDC's consolidated statements of financial condition statements, and prepared in accordance with the principles set forth in the notes thereto and in conformity with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated in the notes thereto or balance sheets included in or incorporated as permitted by reference into the Company SEC Documents, including the related notes rules and schedules, regulations applicable to unaudited financial statements). The Financial Statements fairly presented present in all material respects (or, on the basis indicated in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respectsnotes thereto) the consolidated financial position of the Company as of FDC and its Subsidiaries at the date of such balance sheet thereof, and each of the Company's statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the consolidated results of operations, cash flows operations of FDC and changes in stockholders' equity of the Company its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with GAAP consistently applied during the periods involved (except as may be noted therein and except, in the case of unaudited statements, for the absence of notes)six month period then ended.

Company SEC Documents and Financial Statements. (a) Since December 28, 1998Except as disclosed in Section 4.6(a) of the Company Disclosure Schedule, the Company and each of the Company Subsidiaries has timely filed or furnished (as applicable) with the SEC all required forms, reports, schedules, forms, statements and other documents required by it to be filed or furnished (as applicable) since and including exhibits January 1, 2005, under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) (such documents and all any other information incorporated therein) documents filed by the Company and each Company Subsidiary with the SEC ("SEC, as amended since the time of their filing but prior to the date hereof, collectively, the “Company SEC Documents"”). As of their respective filing dates (and without giving effect to any amendments or modifications filed after as of the date of this Agreement), each of the Company SEC Documents, including the financial statements, exhibits and schedules filing an amendment thereto, filed and publicly available with the SEC prior to the date hereof complied (and each of extent any filing was amended) the Company SEC Documents filed after the date of this Agreement, will comply(i) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after 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 the light of the circumstances under which they were made, not misleading. misleading and (bii) Each of the Company's consolidated statements of financial condition or balance sheets included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules, fairly presented complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder (orexcept as set forth and described in Section 4.6(a) of the Company Disclosure Schedule, certain forms, reports, schedules, statements or other documents that were not filed in a timely manner). No Company Subsidiary is currently required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC, nor has any Company Subsidiary been subject to any such reporting requirements since January 1, 2004. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its consolidated Subsidiaries included in the case of Company SEC Documents filed after (collectively, the date “Financial Statements”), (A) have been prepared from, are in accordance with, and accurately reflect the books and records of this Agreement, will fairly present the Company and its consolidated Subsidiaries in all material respects, (B) the financial position of the Company as of the date of such balance sheet and each of the Company's statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case have been prepared in accordance with GAAP consistently United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of unaudited interim financial statements, for normal and recurring year-end adjustments) and (C) fairly present in all material respects the absence consolidated financial position and the consolidated results of notesoperations and cash flows of the Company and its consolidated Subsidiaries, in each case, as of the times and for the periods referred to therein. (b) Without limiting the generality of Section 4.6(a), (i) KPMG LLP has not resigned or been dismissed as independent public accountant of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company has failed in any respect to make, without qualification, the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any form, report or schedule filed by the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act and to the Company’s knowledge there is no reason to believe that any such executive officer will not be able to give such certifications, without qualification, when next due, (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document and (iv) there are not any pending, open or unresolved investigations by, or on behalf of, the Company Board of Directors (or any committee thereof) or any Governmental Entity relating to any possible (A) accounting irregularities, inaccuracies or restatements, (B) violations of Federal or state securities Laws or (C) violations of any other Laws (including state corporate Laws), in each case including any “backdating” of Company Options. (c) As of their respective filing dates, Future Company SEC Documents (i) do 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 which they were made, not misleading and (ii) comply in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder, except that certain of the Future Company SEC Documents may not be timely filed. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its consolidated Subsidiaries included in the Future Company SEC Documents, (A) will be prepared from, are in accordance with, and accurately reflect the books and records of the Company and its consolidated Subsidiaries in all material respects, (B) will be prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (C) will fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries, in each case as of the times and for the periods referred to therein. “Future Company SEC Documents” means all forms, reports, schedules, statements and other documents filed with or furnished to the SEC after the date of this Agreement.

Company SEC Documents and Financial Statements. (ai) Since December 28The Company has made available to Parent copies of each registration statement, 1998offering circular, report, definitive proxy statement or information statement under the federal Securities Laws filed, used or circulated by it or any of its Subsidiaries with respect to periods from January 26, 1998 through the date of this Agreement and will promptly make available each such registration statement, offering circular, report, definitive proxy statement or information statement filed, used or circulated after the date hereof (collectively, the Company has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC ("Company SEC Documents"), each in the form (including exhibits and any amendments thereto) filed with the SEC (or if not so filed, in the form used or circulated). As of their respective dates (and without giving effect to any amendments or modifications if filed after on or prior to the date of this Agreement), each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC filed, used or circulated prior to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form with applicable Securities Laws and did not (or or, in the case of statementsreports, statements or circulars or reports filed after the date of this Agreement, will not) as of its date of filing or mailing to stockholders contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (bii) Each of the Company's consolidated statements of financial condition or balance sheets included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules, fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present present) in all material respects) respects the consolidated financial position of the Company and its Subsidiaries as of the date of such statement of financial condition or balance sheet and each of the Company's consolidated statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented in all material respects (or, in the case of those contained in Company SEC Documents filed after the date of this Agreement, will fairly present present) in all material respects) respects the consolidated results of operations, cash flows and changes in stockholders' equity equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-year- end audit adjustments), in each case in accordance with GAAP consistently applied during the periods involved (except as may be noted therein and except, in the case of unaudited statements, for the absence of notes).

Company SEC Documents and Financial Statements. (a) Since December 28, 1998, the The Company has timely filed with or furnished to (as applicable) the SEC all required reportsforms, documents, statements, schedules, formsreports, statements registration statements, prospectuses and other documents required to be filed or furnished (as applicable) by it since and including exhibits and January 1, 2015 under the Exchange Act or the Securities Act (together with all other information incorporated thereincertifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, the “SOX Act”) with (such documents, as have been amended since the SEC ("time of their filing, collectively, the “Company SEC Documents"”). To the Knowledge of the Company, ILPT has filed with or furnished to (as applicable) the SEC all forms, documents, statements, schedules, reports, registration statements, prospectuses and other documents required to be filed or furnished (as applicable) by it since and including January 11, 2018 under the Exchange Act or the SOX Act (such documents, as have been amended since the time of their filing, collectively, the “ILPT SEC Documents”). Other than ILPT, no subsidiary of the Company is separately subject to the periodic reporting requirements of the Exchange Act. As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement)filing dates, each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC prior to the date hereof complied (and each of the Company SEC Documents filed after and, to the date Knowledge of this Agreementthe Company, will comply) as to form with applicable Securities Laws and the ILPT SEC Documents did not (or in with respect to the case of statements, circulars or reports Company SEC Documents filed after 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 the light of the circumstances under which they were made, not misleadingmisleading (except to the extent such statements have been modified or superseded by later Company SEC Documents filed or furnished (as applicable) by the Company prior to the date of this Agreement) and complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the SOX Act and the applicable rules and regulations of the SEC thereunder. As of the date of this Agreement, (i) there are no outstanding or unresolved comments from the SEC with respect to any Company SEC Document or, to the Knowledge of the Company, any ILPT SEC Document, (ii) to the Knowledge of the Company, no Company SEC Document or ILPT SEC Document is the subject of ongoing SEC review and (iii) to the Knowledge of the Company, there are no internal investigations, SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened with respect to the Company or ILPT. (b) Each At all applicable times, each of the Company and, to the Knowledge of the Company's , ILPT has complied in all material respects with the applicable provisions of the SOX Act and the rules and regulations thereunder, as amended from time to time, and the applicable listing and corporate governance rules of the New York Stock Exchange (“NYSE”) or Nasdaq, as applicable. (c) The consolidated financial statements of financial condition or balance sheets included in the Company and its consolidated subsidiaries included, or incorporated by reference into reference, in the Company SEC DocumentsDocuments filed prior to the date of this Agreement, including the related notes and schedules, fairly presented complied as to form in all material respects (or, in with the case of Company SEC Documents filed after applicable accounting requirements and the date of this Agreement, will fairly present in all material respects) the financial position published rules and regulations of the Company as of the date of such balance sheet and each of the Company's statements of incomeSEC with respect thereto, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case have been prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved (except as may be noted therein and exceptindicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X promulgated under the Exchange Act) and fairly presented, in all material respects (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material), the consolidated financial position of the Company and its consolidated subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of the Company and its consolidated subsidiaries for the absence periods presented therein, in each case, except to the extent such financial statements have been modified or superseded by later Company SEC Documents filed and publicly available prior to the date of notesthis Agreement. (d) Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement, including any contract relating to any transaction or relationship between or among the Company or any Company Subsidiary, on the one hand, and any other Affiliate of the Company or any Company Subsidiary, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Act) where the result, purpose or effect is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary in the Company’s or any such Company Subsidiary’s audited financial statements or other Company SEC Documents. (e) Neither the Company nor any Company Subsidiary has outstanding (nor has arranged or modified since the enactment of the SOX Act) any “extensions of credit” (within the meaning of Section 402 of the SOX Act) to trustees, directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company or any Company Subsidiary. The Company is in compliance with all applicable provisions of the SOX Act, except for any non-compliance that, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (f) The Company has established and maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is designed to provide reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (ii) that receipts and expenditures of the Company and the Company Subsidiaries are being made only in accordance with authorizations of Company management and the Company Board (or an authorized committee thereof), and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s and each Company Subsidiary’s assets that could have a material effect on the Company’s consolidated financial statements. The Company has disclosed, based on its most recent evaluation of such internal control over financial reporting prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board (x) any significant deficiency and material weakness in the design or operation of the Company’s internal control over financial reporting that is reasonably likely to adversely affect the Company’s ability to record, process, summarize or report financial information, and (y) any fraud, whether or not material, that involves Company management. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in the auditing standards of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement. (g) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Company management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such reports. Company management has completed an assessment of the effectiveness of the Company’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation.

Company SEC Documents and Financial Statements. (a) Since December 28January 1, 19982011, the Company has timely filed with (or furnished to) the SEC all required forms, reports, schedules, formsstatements, statements exhibits and other documents (including exhibits exhibits, financial statements and schedules thereto and all other information incorporated thereintherein and amendments and supplements thereto) with required by it to be filed (or furnished) under the SEC Exchange Act or the Securities Act (collectively, the "Company SEC Documents"). As of their respective dates its filing (and without giving effect to any amendments or modifications filed after the furnishing) date of this Agreement)or, each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC if amended prior to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form of the date of the last such amendment, each Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act and the Securities Laws and did not (or in Act, as the case may be. As of statementsits filing date or, circulars or reports filed after if amended prior to the date of this Agreement, will not) as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) . Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the Company's consolidated statements of financial condition date such registration statement or balance sheets included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules, fairly presented in all material respects (or, in the case of Company SEC Documents filed after amendment became effective prior to the date of this Agreement, will fairly present did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in all material respects) order to make the financial position statements made in light of the Company as circumstances under which they were made, not misleading. As of the date of such balance sheet and each of the Company's statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present there are no amendments or modifications to the Company SEC Documents that are required to be filed with (or furnished to) the SEC, but that have not yet been filed with (or furnished to) the SEC. All of the audited financial statements and unaudited interim financial statements of the Company included in the Company SEC Documents (collectively, the "Financial Statements") (i) comply in all material respects) respects with the results of operations, cash flows applicable accounting requirements and changes in stockholders' equity with the published rules and regulations of the Company for the periods set forth therein SEC with respect thereto; (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case ii) have been prepared in accordance with GAAP consistently United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be noted therein indicated in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act); and (iii) fairly present in all material respects the financial position, the stockholders' equity, the results of operations and cash flows of the Company as of the times and for the absence periods referred to therein (except as may be indicated in the notes thereto and subject, in the case of notesunaudited interim financial statements, to normal and recurring year-end adjustments). (b) The Company has heretofore furnished to Parent complete and correct copies of all comment letters from the SEC since January 1, 2011 through the date of this Agreement with respect to any of the Company SEC Documents, together with all written responses of the Company thereto. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the Company SEC Documents, and, to the knowledge of the Company, none of the Company SEC Documents are subject to ongoing SEC review. (c) The Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the applicable listing and governance rules and regulations of the NASDAQ. (d) The Company maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) designed to provide reasonable assurance regarding the reliability of the Company's financial reporting and the preparation of financial statements for external purposes in conformity with GAAP. The Company has evaluated the effectiveness of the Company's internal control over financial reporting and, to the extent required by applicable Law, presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. The Company has disclosed, based on the most recent evaluation of internal control over financial reporting prior to the date of this Agreement, to the Company's auditors and the audit committee of the Company Board of Directors (and made available to Parent a summary of the significant aspects of such disclosure, if any) (A) all "significant deficiencies" and "material weaknesses" in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect 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 control over financial reporting. The Company has not identified any material weaknesses in the design or operation of the Company's internal control over financial reporting. For purposes of this Agreement, the terms "significant deficiency" and "material weakness" shall have the meanings assigned to them in the Statements of Auditing Standard No. 60, as in effect on the date hereof. (e) The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) designed to ensure that all information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company's management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such reports. (f) To the knowledge of the Company, as of the date hereof, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in each case regarding any accounting practices of the Company or any malfeasance by any director or executive officer of the Company. Since January 1, 2011 through the date hereof, there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer or general counsel, the Company Board of Directors or any committee thereof. (g) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act of 2002. The Company does not have, and has not arranged any, outstanding "extensions of credit" to directors or executive officers within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (h) Since January 1, 2011, (i) the Company has not received any material written, or, to the knowledge of the Company, oral complaint, allegation, assertion or claim regarding accounting, internal accounting controls, auditing practices, procedures, methodologies or methods of the Company, or unlawful accounting or auditing matters with respect to the Company and (ii) no attorney representing the Company, whether or not employed by the Company, has reported evidence of a 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 Company Board of Directors or any committee thereof or to the general counsel or chief executive officer of the Company pursuant to the rules of the SEC adopted under Section 307 of the Xxxxxxxx-Xxxxx Act of 2002.

Company SEC Documents and Financial Statements. (a) Since December 28, 1998, the The Company has timely filed with or furnished to (as applicable) the SEC all required forms, reports, schedules, formsstatements, statements registration statements, prospectuses and other documents (including exhibits and all other information incorporated therein) required by it to be filed or furnished (as applicable) since and including January 1, 2011 under the Exchange Act or the Securities Act (together with all certifications required pursuant to the SEC Xxxxxxxx-Xxxxx Act) ("such documents, as have been amended since the time of their filing, collectively, the “Company SEC Documents"”). No Company Subsidiary is separately subject to the periodic reporting requirements of the Exchange Act. As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement)filing dates, each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available Documents (a) did not (or with the SEC prior respect to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after the date of this Agreementhereof, 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 the light of the circumstances under which they were made, not misleading. misleading and (b) Each of the Company's consolidated statements of financial condition or balance sheets included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules, fairly presented complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. All of the audited financial statements and unaudited interim financial statements of the Company included in the Company SEC Documents (including, in each case, any notes or schedules thereto) (collectively, the “Company Financial Statements”), (i) have been or will be, as the case may be, prepared from, are in accordance with, and accurately reflect the books and records of the Company and the Company Subsidiaries in all material respects, (ii) have been or will be, as the case may be, prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of Company interim financial statements, for normal and recurring year-end adjustments and as may be permitted by the SEC Documents filed after on Form 10-Q, Form 8-K or Regulation S-X under the date Exchange Act, which such adjustments are not, in the aggregate, material to the Company), and comply or will comply, as the case may be, as to form in all material respects with the applicable accounting requirements of this Agreementthe Securities Act and the Exchange Act and the related rules and regulations of the SEC thereunder and (iii) fairly present, will fairly present in all material respects) , the consolidated financial position of the Company and the Company Subsidiaries, as of the date respective dates thereof, and the consolidated results of such balance sheet their operations, and, where included, their consolidated stockholders’ equity and each of the Company's statements of income, their consolidated cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the results of operations, cash flows and changes in stockholders' equity of the Company for the respective periods set forth therein indicated (subject, in the case of the unaudited statements, to normal year-end audit adjustmentsadjustments (which are not material in significance or amount)). No financial statements of any Person other than the Company and the Company Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Company or to be filed by the Company with the SEC, and the Company has not entered into any transactions (and no transactions are probable), except for the Transactions, that, individually or in the aggregate, would require the Company to file pro forma financial statements with the SEC. Except as required by GAAP and disclosed in the Company SEC Documents, since January 1, 2011, the Company has not made or adopted any material change in its accounting methods, practices or policies. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Company SEC Documents and none of the Company SEC Documents is, to the Knowledge of the Company, the subject of ongoing SEC review. There are no internal investigations, any SEC inquiries or investigations or other governmental inquiries or investigations pending or, to the Knowledge of the Company, threatened, in each case in accordance with GAAP consistently applied during regarding any accounting practices of the periods involved (except as may be noted therein and except, in the case of unaudited statements, for the absence of notes)Company.

Company SEC Documents and Financial Statements. (a) Since December 28August 1, 19982003, the Company has timely filed with the SEC all required forms, reports, schedules, formsregistration statements, statements definitive proxy statements, exhibits, and other documents required by it to be filed under the Exchange Act or the Securities Act (including exhibits and all other information incorporated therein) with collectively, the SEC ("“Company SEC Documents"”). As of their respective dates (and without giving effect to any amendments its filing date or, if amended or modifications filed after the date of this Agreement), each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC supplemented prior to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form of the date of the last such amendment or supplement, each Company SEC Document fully complied with the applicable requirements of the Exchange Act and the Securities Laws and did not (or in Act, as the case may be, and the applicable rules and regulations of statementsthe SEC thereunder applicable to such Company SEC Document. As of its filing date or, circulars if amended or reports filed after supplemented prior to the date of this Agreement, will not) as of the date of the last such amendment or supplement, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) . Each of the Company's consolidated statements of financial condition or balance sheets included in or incorporated by reference into the Company SEC DocumentsDocument that is a registration statement, including as amended or supplemented, if applicable, filed pursuant to the related notes and schedulesSecurities Act, fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the financial position of the Company as of the date such registration statement or amendment or supplement became effective, did not contain any untrue statement of such balance sheet and each a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the Company's circumstances under which they were made, not misleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to the Exchange Act. All of the consolidated balance sheets and the related consolidated statements of income, consolidated statements of comprehensive income and shareholders’ equity and consolidated statements of cash flows and changes (including, in stockholders' equity included in or incorporated by reference into the Company SEC Documentseach case, including any related notes and schedules thereto) of the Company included in the Company SEC Documents (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company “Financial Statements"), fairly presented ”) (i) comply as to form in all material respects (or, in with the case of Company SEC Documents filed after applicable accounting requirements and with the date of this Agreement, will fairly present in all material respects) the results of operations, cash flows published rules and changes in stockholders' equity regulations of the Company for the periods set forth therein SEC with respect thereto, (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case ii) have been prepared in accordance with GAAP consistently United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be noted therein indicated in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iii) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of unaudited interim financial statements, to normal and recurring year-end adjustments) of the Company and its consolidated Subsidiaries as of the times and for the absence periods referred to therein. (b) The Company has heretofore furnished to Parent complete and correct copies of notes)all comment letters from the SEC since August 1, 2003 through the date of this Agreement with respect to any of the Company SEC Documents and all correspondence since August 1, 2003 through the date of this Agreement from or with the SEC or the Department of Justice relating to accounting, sales and other business practices of the Company or any Company Subsidiary. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the Company SEC Documents. (c) The Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and governance rules and regulations of the New York Stock Exchange. (d) The Company maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that the Company maintains records that in reasonable detail accurately and fairly reflect their respective transactions and dispositions of assets, (ii) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (iii) that receipts and expenditures are executed only in accordance with authorizations of management and the Company Board of Directors and (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements. The Company has evaluated the effectiveness of the Company’s internal control over financial reporting and, to the extent required by applicable Law, presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. Based on the most recent evaluation by the Company of its internal control over financial reporting, to the Company’s knowledge and except as set forth in Section 3.8(d) of the Company Disclosure Schedule, the Company had no (A) significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (B) 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. Except as disclosed in the Company SEC Documents, the Company has not identified any material weaknesses in the design or operation of the Company’s internal control over financial reporting. (e) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that all information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure as required under the Exchange Act. (f) To the knowledge of the Company, as of the date of this Agreement, except as described in the Company SEC Documents or in Section 3.8(f) of the Company Disclosure Schedule, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in each case regarding any accounting practices of the Company or any malfeasance by any director or executive officer of the Company. Except as set forth in Company compliance reports made available to Parent or in Section 3.8(f) of the Company Disclosure Schedule, since August 1, 2003 through the date of this Agreement, there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel or similar legal officer, the Board or any committee thereof.

Company SEC Documents and Financial Statements. (a) Since December 28March 9, 19982006, the Company has timely filed or furnished (as applicable) with the SEC all required forms, reports, schedules, forms, statements and other documents required by it to be filed or furnished (including exhibits and all other information incorporated thereinas applicable) with the SEC SEC, including those documents required to be filed or furnished ("as applicable) under the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), or the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), including all certifications and statements required by (i) Rule 13a-14 or 15d-14 of the Exchange Act or (ii) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) (such documents and any other documents filed by the Company with the SEC, including those that the Company may file after the date hereof until the Closing, as amended since the time of their filing, collectively, the “Company SEC Documents")”) and complete and correct copies of all such Company SEC Documents are available to Parent through public sources. As of their respective filing dates (and without giving effect or if amended subsequent to any amendments or modifications filing, as of the date of their last amendment filed after prior to the date of this Agreement)) and, each in the case of any proxy statement, as of the date mailed to shareholders and the date of the meeting, the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC prior to the date hereof complied : (and each of the Company SEC Documents filed after the date of this Agreement, will complyi) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after 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 the light of the circumstances under which they were made, not misleading. ; and (bii) Each complied as to form in all material respects with the applicable requirements of the Company's Exchange Act or the Securities Act, as the case may be and the applicable rules and regulations of the SEC thereunder. All of the consolidated financial statements of financial condition or balance sheets included in or incorporated by reference into the Company SEC Documents, (including the all related notes and schedules, fairly presented in all material respects (or, ) of the Company included in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the financial position of the Company as of the date of such balance sheet and each of the Company's statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company “Financial Statements"), fairly presented in all material respects ”): (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respectsA) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case have been prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q or any successor form under the Exchange Act); and (B) fairly present in all material respects the financial position and the results of operations and cash flows of the Company and its consolidated Subsidiaries as of the times and for the absence periods referred to therein consistent with the books and records of notes)the Company and its Subsidiaries. The Company has heretofore furnished to Parent a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act.

Company SEC Documents and Financial Statements. (a) Since December 28, 1998, the The Company has timely filed with the SEC all required forms, reports, schedules, forms, statements and other documents required by it to be filed since and including December 16, 2003 under the Exchange Act or the Securities Act of 1933, as amended (including exhibits and the "Securities Act") (together with all certifications required pursuant to the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act")) (such xxxxxxxxx xxx any other information incorporated therein) documents xxxxx xx xxx Company with the SEC (SEC, as have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates (and without giving effect to any amendments dates, or modifications filed after if amended, as of the date of this Agreement)the last such amendment, each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC prior to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply(a) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after 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 the light of the circumstances under which they were made, not misleading. misleading and (b) Each complied in all material respects with the applicable requirements of the Company's Exchange Act or the Securities Act, as the case may be, the Sarbanes-Oxley Act and the applicable rules and regulations ox xxx XXX xxxxeunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of financial condition or balance sheets the Company included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules, fairly presented in all material respects (or, in the case of Company SEC Documents filed after as amended or supplemented prior to the date hereof (collectively, the "Financial Statements" ), (i) have been prepared from, are in accordance with, and accurately reflect the books and records of this Agreement, will fairly present the Company and its consolidated subsidiaries in all material respects, (ii) the financial position of the Company as of the date of such balance sheet and each of the Company's statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case have been prepared in accordance with GAAP consistently generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be noted therein indicated in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iii) fairly present in accordance with GAAP the consolidated financial position and the consolidated results of operations and cash flows (except, in the case of unaudited interim financial statements, for normal or recurring year-end adjustments none of which, individually or in the absence aggregate, would be material) of notesthe Company and its consolidated Subsidiaries as of the times and for the periods referred to therein. No representation is made with respect to any information provided by Purchaser or any affiliate or associate thereof in writing for inclusion or incorporation by reference in any Company SEC Documents. (b) Without limiting the generality of Section 3.8(a), KPMG LLP has not resigned or been dismissed as independent public accountant of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting practices which materially impacts or would require the restatement of any previously issued financial statements, covering one or more years or interim periods for which the Company is required to provide financial statements, such that they should no longer be relied upon.

Company SEC Documents and Financial Statements. (a) Since December 28January 1, 19982011, the Company has timely filed with (or furnished to) the SEC all required forms, reports, schedules, formsstatements, statements exhibits and other documents (including exhibits exhibits, financial statements and schedules thereto and all other information incorporated thereintherein and amendments and supplements thereto) with required by it to be filed (or furnished) under the SEC Exchange Act or the Securities Act ("collectively, the “Company SEC Documents"”). As of their respective dates its filing (and without giving effect to any amendments or modifications filed after the furnishing) date of this Agreement)or, each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC if amended prior to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form of the date of the last such amendment, each Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act and the Securities Laws and did not (or in Act, as the case may be. As of statementsits filing date or, circulars or reports filed after if amended prior to the date of this Agreement, will not) as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) . Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the Company's consolidated statements of financial condition date such registration statement or balance sheets included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules, fairly presented in all material respects (or, in the case of Company SEC Documents filed after amendment became effective prior to the date of this Agreement, will fairly present did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in all material respects) order to make the financial position statements made in light of the Company as circumstances under which they were made, not misleading. As of the date of such balance sheet and each of the Company's statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present there are no amendments or modifications to the Company SEC Documents that are required to be filed with (or furnished to) the SEC, but that have not yet been filed with (or furnished to) the SEC. All of the audited financial statements and unaudited interim financial statements of the Company included in the Company SEC Documents (collectively, the “Financial Statements”) (i) comply in all material respects) respects with the results of operations, cash flows applicable accounting requirements and changes in stockholders' equity with the published rules and regulations of the Company for the periods set forth therein SEC with respect thereto; (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case ii) have been prepared in accordance with GAAP consistently United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be noted therein indicated in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act); and (iii) fairly present in all material respects the financial position, the stockholders’ equity, the results of operations and cash flows of the Company as of the times and for the absence periods referred to therein (except as may be indicated in the notes thereto and subject, in the case of notesunaudited interim financial statements, to normal and recurring year-end adjustments). (b) The Company has heretofore furnished to Parent complete and correct copies of all comment letters from the SEC since January 1, 2011 through the date of this Agreement with respect to any of the Company SEC Documents, together with all written responses of the Company thereto. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the Company SEC Documents, and, to the knowledge of the Company, none of the Company SEC Documents are subject to ongoing SEC review. (c) The Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the applicable listing and governance rules and regulations of the NASDAQ. (d) The Company maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in conformity with GAAP. The Company has evaluated the effectiveness of the Company’s internal control over financial reporting and, to the extent required by applicable Law, presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. The Company has disclosed, based on the most recent evaluation of internal control over financial reporting prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board of Directors (and made available to Parent a summary of the significant aspects of such disclosure, if any) (A) all “significant deficiencies” and “material weaknesses” in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect 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 control over financial reporting. The Company has not identified any material weaknesses in the design or operation of the Company’s internal control over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in the Statements of Auditing Standard No. 60, as in effect on the date hereof. (e) The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) designed to ensure that all information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such reports. (f) To the knowledge of the Company, as of the date hereof, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in each case regarding any accounting practices of the Company or any malfeasance by any director or executive officer of the Company. Since January 1, 2011 through the date hereof, there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer or general counsel, the Company Board of Directors or any committee thereof. (g) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act of 2002. The Company does not have, and has not arranged any, outstanding “extensions of credit” to directors or executive officers within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (h) Since January 1, 2011, (i) the Company has not received any material written, or, to the knowledge of the Company, oral complaint, allegation, assertion or claim regarding accounting, internal accounting controls, auditing practices, procedures, methodologies or methods of the Company, or unlawful accounting or auditing matters with respect to the Company and (ii) no attorney representing the Company, whether or not employed by the Company, has reported evidence of a 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 Company Board of Directors or any committee thereof or to the general counsel or chief executive officer of the Company pursuant to the rules of the SEC adopted under Section 307 of the Xxxxxxxx-Xxxxx Act of 2002.

Company SEC Documents and Financial Statements. (a) Since December 28January 1, 19982005, the Company has timely filed with or furnished to the SEC all required forms, reports, schedules, formsstatements, statements exhibits, and other documents required by it to be filed under the Exchange Act or the Securities Act (including exhibits and all other information incorporated therein) with collectively, the SEC ("Company SEC Documents"). As of their respective dates (and without giving effect to any amendments or modifications filed after the its filing date of this Agreement)or, each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC if amended prior to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form of the date of the last such amendment, each Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act and the Securities Laws and did not (or in Act, as the case may be, and the applicable rules and regulations of statementsthe SEC thereunder. As of its filing date or, circulars or reports filed after if amended prior to the date of this Agreement, will not) as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) . Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the Company's consolidated statements of financial condition date such registration statement or balance sheets included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules, fairly presented in all material respects (or, in the case of Company SEC Documents filed after amendment became effective prior to the date of this Agreement, will fairly present did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in all material respects) order to make the financial position statements made in light of the circumstances under which they were made, not misleading. None of the Company as Subsidiaries is required to file any forms, reports or other documents with the SEC. As of the its filing date of such balance sheet and each of the Company's statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented in all material respects (or, in the case of Company SEC Documents filed after if amended prior to the date of this Agreement, will fairly present as of the date of the last such amendment, all of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (collectively, the "Financial Statements") (i) complied in all material respects) respects with the results of operations, cash flows applicable accounting requirements and changes in stockholders' equity with the published rules and regulations of the Company for the periods set forth therein SEC with respect thereto, (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case ii) have been prepared in accordance with GAAP consistently United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be noted therein indicated in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iii) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of unaudited interim financial statements, to normal and recurring year-end adjustments) of the Company and its consolidated Company Subsidiaries as of the times and for the absence periods referred to therein. (b) The Company has heretofore furnished to Parent complete and correct copies of notesall comment letters from the SEC since January 1, 2005 through the date of this Agreement with respect to any of the Company SEC Documents. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the Company SEC Documents. (c) The Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act") and the applicable listing and governance rules and regulations of the NASDAQ Stock Market. (d) The Company maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that the Company maintains records that in reasonable detail accurately and fairly reflect its transactions and dispositions of assets, (ii) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (iii) that receipts and expenditures are executed only in accordance with authorizations of management and the Board of Directors and (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the Company's consolidated financial statements. The Company has evaluated the effectiveness of the Company's internal control over financial reporting and, to the extent required by applicable Law, presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. The Company has disclosed, based on the most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Board of Directors (and made available to Parent a summary of the significant aspects of such disclosure) (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect 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 control over financial reporting. Except as disclosed in the Company SEC Documents, the Company has not identified any material weaknesses in the design or operation of the Company's internal control over financial reporting. (e) The Company's "disclosure controls and procedures" (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company's management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such reports. (f) To the knowledge of the Company, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in each case regarding any accounting practices of the Company or any malfeasance by any director or executive officer of the Company. Since January 1, 2005 there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel or similar legal officer, the Board or any committee thereof. (g) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. The Company does not have, and has not arranged any, outstanding "extensions of credit" to directors or executive officers within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act. (h) Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among the Company or any Company Subsidiary, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any "off-balance sheet arrangements" (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary in the Company's published financial statements or other Company SEC Documents.

Company SEC Documents and Financial Statements. (ai) Since December 28January 1, 1998, the Company has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC ("Company SEC Documents"). As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement), each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC prior to the date hereof complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after 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 to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (bii) Each of the Company's consolidated statements of financial condition or balance sheets included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules, fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the consolidated financial position of the Company and its Subsidiaries as of the date of such balance sheet and each of the Company's consolidated statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with GAAP consistently applied during the periods involved (except as may be noted therein and except, in the case of unaudited statements, for the absence of notes).fairly

Company SEC Documents and Financial Statements. (a) Since December 28, 1998, the The Company has timely and publicly filed or furnished (as applicable) to the SEC (and, to the extent required, made available in the Electronic Data Gathering, Analysis and Retrieval database) all required reports, schedules, forms, statements documents and other documents (including exhibits and all other information incorporated therein) reports required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act ("together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act) prior to the date of this Agreement, including any amendments or supplements thereto (the “Company SEC Documents"”). As , since January 1, 2021, each of their which, in each case as of its respective filing or furnishing dates, and in the case of registration statements or proxy statements, as of the dates of effectiveness and the dates of mailing, respectively (and without giving effect or as of the date finally amended, supplemented or modified prior to any amendments or modifications filed after the date of this Agreement), each of the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC prior to the date hereof (i) complied (and each of the Company SEC Documents filed after the date of this Agreement, will comply) as to form in all material respects with the applicable requirements of (A) the applicable listing and corporate governance rules and regulations of the NYSE and (B) the Securities Laws Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and (ii) did not (or in the case of statements, circulars or reports filed after the date of this Agreement, will not) contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information furnished by the Company to the SEC solely for purposes of complying with Regulation FD under the Exchange Act. As of the date of this Agreement, none of the Company Subsidiaries are subject to the periodic reporting requirements of the Exchange Act. The Company has made available to Parent true, complete and correct copies of all material written correspondence between the SEC, on the one hand, and the Company, on the other hand, since January 1, 2021. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Documents and, to the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review. (b) Each The consolidated financial statements (including all related notes and schedules) of the Company's Company and the consolidated statements of financial condition or balance sheets Company Subsidiaries included in or incorporated by reference into in the Company SEC DocumentsDocuments (or, including if any such Company SEC Document is amended or superseded by a filing prior to the related notes and schedulesdate of this Agreement, such amended or superseding Company SEC Document) (i) fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of the date of such balance sheet their operations, comprehensive income (or loss) and each of the Company's statements of incomeshareholders’ equity, and their consolidated cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented in all material respects (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the results of operations, cash flows and changes in stockholders' equity of the Company for the respective periods set forth therein then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustmentsadjustments and to any other adjustments described therein, including the notes thereto, none of which is material individually or in the aggregate), (ii) complied as to form, as of their respective dates, in each case all material respects with then-applicable accounting requirements of the Securities Act and the Exchange Act and the published rules and regulations of the SEC with respect thereto, and (iii) were prepared in accordance conformity with GAAP consistently (except, in the case of the unaudited financial statements, for normal and recurring year-end adjustments and as may be permitted by the SEC on Form 10-Q, Form 8-K, Regulation S-X or any successor or like form under the Exchange Act) applied on a consistent basis during the periods involved (except as may be noted indicated therein and except, or in the case of unaudited statements, for the absence of notesnotes thereto).

Company SEC Documents and Financial Statements. (a) Since December 28March 9, 19982006, the Company has timely filed or furnished (as applicable) with the SEC all required forms, reports, schedules, forms, statements and other documents required by it to be filed or furnished (including exhibits and all other information incorporated thereinas applicable) with the SEC SEC, including those documents required to be filed or furnished ("as applicable) under the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), or the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), including all certifications and statements required by (i) Rule 13a-14 or 15d-14 of the Exchange Act or (ii) 18 U.S.C. § 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) (such documents and any other documents filed by the Company with the SEC, including those that the Company may file after the date hereof until the Closing, as amended since the time of their filing, collectively, the “Company SEC Documents")”) and complete and correct copies of all such Company SEC Documents are available to Parent through public sources. As of their respective filing dates (and without giving effect or if amended subsequent to any amendments or modifications filing, as of the date of their last amendment filed after prior to the date of this Agreement)) and, each in the case of any proxy statement, as of the date mailed to shareholders and the date of the meeting, the Company SEC Documents, including the financial statements, exhibits and schedules thereto, filed and publicly available with the SEC prior to the date hereof complied : (and each of the Company SEC Documents filed after the date of this Agreement, will complyi) as to form with applicable Securities Laws and did not (or in the case of statements, circulars or reports filed after 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 the light of the circumstances under which they were made, not misleading. ; and (bii) Each complied as to form in all material respects with the applicable requirements of the Company's Exchange Act or the Securities Act, as the case may be and the applicable rules and regulations of the SEC thereunder. All of the consolidated financial statements of financial condition or balance sheets included in or incorporated by reference into the Company SEC Documents, (including the all related notes and schedules, fairly presented in all material respects (or, ) of the Company included in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respects) the financial position of the Company as of the date of such balance sheet and each of the Company's statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Company SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company “Financial Statements"), fairly presented in all material respects ”): (or, in the case of Company SEC Documents filed after the date of this Agreement, will fairly present in all material respectsA) the results of operations, cash flows and changes in stockholders' equity of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case have been prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q or any successor form under the Exchange Act); and (B) fairly present in all material respects the financial position and the results of operations and cash flows of the Company and its consolidated Subsidiaries as of the times and for the absence periods referred to therein consistent with the books and records of notes)the Company and its Subsidiaries. The Company has heretofore furnished to Parent a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act.