Common use of Financial Reports and SEC Documents Clause in Contracts

Financial Reports and SEC Documents. The SEC Documents of Acquirer or any of its Subsidiaries, as of the date filed: (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document of Acquirer or any of its Subsidiaries, including the related notes and schedules thereto, fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholders' equity and cash flows or equivalent statements in such SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. The SEC Documents of Acquirer (i) Its Annual Reports on Form 10- K for the fiscal years ended December 31, 1995 and 1996, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its SubsidiariesSubsidiaries subsequent to December 31, 1995 under the Securities Act, or under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, its "SEC Documents"), with the SEC, as of the date filed: filed (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relate, in each case in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. (ii) Since December 31, 1996, it has not incurred any liability other than in the ordinary course of business consistent with past practice.

Financial Reports and SEC Documents. The SEC Documents of Acquirer Its annual report on Form 10-K for the fiscal year ended December 31, 2014, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its SubsidiariesSubsidiaries subsequent to December 31, as 2014 under the Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the date Exchange Act, in the form filed: , or to be filed (Acollectively, its “SEC Documents”), with the SEC (i) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholders' partners’ equity and cash flows or equivalent statements in such SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in shareholders' partners’ equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Except as and to the extent set forth on its balance sheet as of December 31, 2014, as of such date, neither it nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied.

Financial Reports and SEC Documents. The SEC Documents of Acquirer Nortel's Annual Reports on Form 10-K for the fiscal years ended December 31, 1996, 1997 and 1998, its Quarterly Reports on Form 10-Q for the periods ended March 31, 1999 and June 30, 1999, and all other reports or registration statements, filed or to be filed by it or any of its SubsidiariesSubsidiaries subsequent to December 31, 1996 under the Securities Act, or under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, the "Nortel SEC Documents"), with the SEC, as of the date filed: filed (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, ; and (B) did not and 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 therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Nortel SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such Nortel SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relate, in each case in accordance with Canadian GAAP consistently applied during the periods involvedinvolved and Regulation S-X of the SEC, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. The books and records of Nortel and its Subsidiaries have been, and are being, maintained in all material respects in accordance with Canadian GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.

Financial Reports and SEC Documents. The Company's Annual Reports on Form 10-K for the fiscal years ended December 31, 1998 and December 31, 1997, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it under the Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed or to be filed with the SEC Documents of Acquirer or any of its Subsidiaries(collectively, "SEC Documents"), as of the date filed: , (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in the light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such of the Company's SEC Document of Acquirer or any of its Subsidiaries, Documents (including the related notes and schedules thereto) fairly presents, fairly presents and or will fairly present present, the financial position of the entity or entities to which it relates Company and its Subsidiaries as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such the Company's SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and presents, or will fairly present present, the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates Company and its Subsidiaries for the periods period to which they relate, in each case case, in compliance with applicable accounting requirements and with the published rules of the SEC with respect thereto and in accordance with GAAP consistently applied during the periods involved, except except, in each case case, as may be noted thereinherein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. The SEC Documents Each of Acquirer Globespan and its ----------------------------------- Subsidiaries has filed all reports, prospectuses, forms, schedules, registration statements, proxy statements or any of its Subsidiariesinformation statements required to be filed by it since September 1, as 1999 under the Securities Act or under Sections 13(a), 13(c), 14 and 15(d) of the date filed: Exchange Act in the form filed with the SEC (Acollectively, the "Globespan SEC Documents"). ----------------------- Each of the Globespan SEC Documents, including the Globespan 2000 10-K and the Globespan 10-Q, (i) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) as of its filing date (except as amended or supplemented prior to the date hereof), did not and 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 light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Globespan SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such Globespan SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. The SEC Documents Each of Acquirer Buyer and its Subsidiaries has filed all reports, prospectuses, forms, schedules, registration statements, proxy statements or any of its Subsidiariesinformation statements required to be filed by it since October 31, as 2002 under the Securities Act or under Sections 13(a), 13(c), 14 and 15(d) of the date Exchange Act in the form filed: , or to be filed, with the SEC (Acollectively, the "BUYER SEC DOCUMENTS"). Each of the Buyer SEC Documents, including the Buyer 2002 10-K and the Buyer 10-Q, (i) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) as of its filing date (except as amended or supplemented prior to the date hereof), did not and or 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 light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Buyer SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such Buyer SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and or will fairly present the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. The EZCORP’s Annual Report on Form 10-K for the fiscal year ended September 30, 2007, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it with the SEC Documents subsequent to September 30, 2007 under the Securities Act of Acquirer 1933, as amended (the “Securities Act”), or under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in the form filed together with any of its Subsidiariesamendments required to be made with respect thereto, that were required to be filed with any applicable Governmental Authority under any applicable Law (collectively, “SEC Documents”) as of the date filed: , (Aa) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bb) did not and 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 therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and will fairly present the consolidated financial position of the entity or entities to which it relates EZCORP as of its date, and each of the statements of income or results of operations and changes in shareholders' ’ equity and cash flows or equivalent statements in such SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and will fairly present the consolidated results of operations, changes in shareholders' ’ equity and changes in cash flows, as the case may be, of the entity or entities to which it relates EZCORP for the periods to which they relate, in each case in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence or limitation of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents. (i) With respect to the periods since September 23, 1999 the Company and its Subsidiaries have filed all reports and statements, together with any amendments required to be made thereto, that were required to be filed with the SEC. (ii) The SEC Documents of Acquirer Company's Quarterly Reports on Form 10-Q for the periods ended December 31, 1999 and March 31, 2000, Registration Statements on Form S-1 dated July 9, 1999 (no. 333-82605) and December 20, 1999 (no. 333-93123) and all amendments thereto and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its SubsidiariesSubsidiaries subsequent to September 23, 1999 under the Securities Act, or under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, the "Company SEC Documents"), with the SEC, as of the date filed: filed (or, with respect to a document filed prior to the date of this Agreement and amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing as so amended or superseded) (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, ; and (B) did not and 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 therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Company SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such Company SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relate, in each case in accordance with U.S. GAAP consistently applied during the periods involvedinvolved and Regulation S-X of the SEC, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements. (iii) Between March 31, 2000 and the date of this Agreement, the Company has not incurred any liabilities (whether absolute, accrued, contingent or otherwise) that are of a nature that would be required to be disclosed on a balance sheet of the Company or the footnotes related thereto, all prepared in conformity with U.S. GAAP, except (x) liabilities as set forth or reserved for in the Company SEC Documents filed prior to the date of this Agreement (the "Company Filed SEC Documents") and (y) other liabilities incurred in the ordinary course of business consistent with past practice, which do not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

Financial Reports and SEC Documents. The With respect to the periods since January 1, 1999, Nortel Networks, or its predecessor, and its Subsidiaries have filed all reports and statements, together with any amendments required to be made thereto, that were required to be filed with the SEC. Nortel Networks' Annual Reports on Form 10-K for the fiscal years ended December 31, 1997, 1998 and 1999, its Quarterly Report on Form 10-Q for the period ended March 31, 2000 and all other reports or registration statements, filed or to be filed by it or its predecessor, subsequent to December 31, 1997 under the Securities Act, or under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, the "Nortel Networks SEC Documents of Acquirer or any of its SubsidiariesDocuments"), with the SEC, as of the date filed: filed (or, with respect to a document filed prior to the date of this Agreement and amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing as so amended or superseded) (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, ; and (B) did not and 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 therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Nortel Networks SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such Nortel Networks SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relate, in each case in accordance with Canadian GAAP in the case of the years ended December 31, 1997, 1998, 1999 or U.S. GAAP in the case of the period ended March 31, 2000 consistently applied during the periods involvedinvolved and Regulation S-X of the SEC, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. The books and records of Nortel Networks and its Subsidiaries have been, and are being, maintained in all material respects in accordance with Canadian GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.

Financial Reports and SEC Documents. The SEC Documents of Acquirer Valero 2000 10-K and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by Valero or any of its SubsidiariesSubsidiaries subsequent to December 31, as 1998 under the Securities Act or under Sections 13(a), 13(c), 14 and 15(d) of the date Exchange Act, in the form filed: , or to be filed (Acollectively, the "Valero SEC Documents"), with the SEC (i) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) as of its filing date, did not and or 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 light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Valero SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such Valero SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and or will fairly present the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. The SEC Documents of Acquirer Its annual report on Form 10-K for the fiscal year ended December 31, 2009, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its SubsidiariesSubsidiaries subsequent to December 31, as 2009 under the Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the date Exchange Act, in the form filed: , or to be filed (Acollectively, its “SEC Documents”), with the SEC (i) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholders' partners’ equity and cash flows or equivalent statements in the case of Partners in such SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in shareholders' partners’ equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Except as and to the extent set forth on its balance sheet as of December 31, 2009, as of such date, neither it nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied.

Financial Reports and SEC Documents. The Optionee's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004, as amended by Form 10-KSB/A filed on May 18, 2005, and all other reports, definitive proxy statements or information statements filed or to be filed by it subsequent to December 31, 2004 under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act in the form filed or to be filed (collectively, "SEC Documents of Acquirer or any of its SubsidiariesDocuments") with the SEC, as of the date filed or to be filed: , (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Exchange Act or the Exchange Act, as the case may be, and (B) as of the time filed, or to be filed, did not and 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 therein, in the light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto) fairly presents, fairly presents and or will fairly present present, the financial position of the entity or entities to which it relates Optionee and its subsidiaries, if any, as of its date, and each of the statements of income and changes in shareholders' equity and cash flows or equivalent statements in such SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and presents, or will fairly present present, the results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates Optionee and its subsidiaries, if any, for the periods to which they relate, in each case in accordance with U.S. GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to the absence of footnotes and to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. The Company's Annual Reports on Form 10-K for the fiscal years ended December 31, 1998 and December 31, 1997, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it under the Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed or to be filed with the SEC Documents of Acquirer or any of its Subsidiaries(collectively, "SEC Documents"), as of the date filed: , (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in the light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such of the Company's SEC Document of Acquirer or any of its Subsidiaries, Documents (including the related notes and schedules thereto) fairly presents, fairly presents and or will fairly present present, the financial position of the entity or entities to which it relates Company and its Subsidiaries as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such the Company's SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and presents, or will fairly present present, the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates Company and its Subsidiaries for the periods period to which they relate, in each case case, in compliance with applicable accounting requirements and with the published rules of the SEC with respect thereto and in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.periods

Financial Reports and SEC Documents. (i) Premcor has filed all required reports, schedules, registration statements and other documents with the SEC since April 30, 2002. The SEC Documents Premcor 2004 10-K and all other reports, registration statements, definitive proxy statements or information statements, including any certifications pursuant to Section 302 or Section 906 of Acquirer the Xxxxxxxx-Xxxxx Act of 2002 or similar certifications, filed or to be filed by Premcor or any of its SubsidiariesSubsidiaries subsequent to April 30, as 2002, under the Securities Act or under Sections 13(a), 13(c), 14 and 15(d) of the date Exchange Act in the form filed: , or to be filed (collectively, the “Premcor SEC Documents”), with the SEC, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) as of its filing date, did not and or 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 light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Premcor SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income operations and changes in shareholders' stockholders’ equity and cash flows or equivalent statements in such Premcor SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and or will fairly present the results of operations, changes in shareholders' stockholders’ equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. (ii) Premcor and its Subsidiaries have designed and maintain a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Premcor (A) has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information required to be disclosed by Premcor 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 Premcor’s management as appropriate to allow timely decisions regarding required disclosure, and (B) has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date of this Agreement, to Premcor’s auditors and the audit committee of Premcor’s Board of Directors (1) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Premcor’s ability to record, process, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in Premcor’s internal controls over financial reporting. Premcor has made available to Valero a summary of any such disclosure made by management to Premcor’s auditors and audit committee since January 1, 2003.

Financial Reports and SEC Documents. The SEC Documents of Acquirer Tosco 1999 10-K and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by Tosco or any of its SubsidiariesSubsidiaries subsequent to December 31, as 1997 under the Securities Act or under Sections 13(a), 13(c), 14 and 15(d) of the date Exchange Act in the form filed: , or to be filed (Acollectively, the "Tosco SEC Documents"), with the SEC, (i) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) as of its filing date, did not and or 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 light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Tosco SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such Tosco SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and or will fairly present the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Since December 31, 2004, the Company has filed with the SEC all material forms, statements, reports, and documents required to be filed by it under the Exchange Act and the Securities Act. The SEC Documents of Acquirer Company’s Annual Reports on Form 10-K for the fiscal years ended December 31, 2005, and 2006, and all other reports, registration statements, definitive proxy statements, or information statements filed by the Company or any of its SubsidiariesSubsidiaries subsequent to December 31, as of 2006 under the date filed: Securities Act or under the Exchange Act in the form filed with the SEC (collectively, the “Company SEC Documents”), (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) as of their respective filing dates (except as amended or supplemented prior to the date of this Agreement), (x) did not and 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 light of the circumstances under which they were made, not misleading; , and (y) each of the balance sheets contained in or incorporated by reference into any such Company SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholders' stockholders’ equity and cash flows or equivalent statements in such Company SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in shareholders' equity stockholders’ equity, and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. (ii) The records, systems, controls, data, and information of the Company and its respective Subsidiaries are recorded, stored, maintained, and operated under means that are under the exclusive ownership and direct control of the Company or its Subsidiaries or accountants, except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect on the system of internal accounting controls described in the following sentence. The Company and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that: (A) transactions are executed only in accordance with management’s authorization; (B) transactions are recorded as necessary to permit preparation of the financial statements of the Company and its Subsidiaries and to maintain accountability for the assets of the Company and its Subsidiaries; (C) access to such assets is permitted only in accordance with management’s authorization; and (D) accounts, notes, and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to permit the collection thereof on a current and timely basis. The Company (x) has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to the Company and its Subsidiaries is made Known to the management of the Company by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Company SEC Documents, and (y) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to its auditors and the audit committee of its Board of Directors (I) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect its ability to record, process, summarize, and report financial data and any material weaknesses in internal controls and (II) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls. (iii) Since December 31, 2006, (A) the Company has not received or otherwise obtained Knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting practices, procedures, methodologies, or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that the Company or any of its Subsidiaries has engaged in questionable accounting practices, and (B) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities laws, breach of fiduciary duty, or similar violation by the Company or any of its officers, directors, employees, or agents to the Company’s Board of Directors or any committee thereof or to the General Counsel or Chief Executive Officer of the Company. (iv) The Company is in compliance with the provisions of the Sxxxxxxx-Xxxxx Act and to its Knowledge, the certifications provided pursuant to Sections 302 and 906 thereof with each Company SEC Document, at the time of filing or submission of each such certification, were accurate. (v) Section 3.1(e)(v) of the Company Disclosure Schedule lists the Indebtedness of the Company and its Subsidiaries as of May 31, 2007. Except as disclosed in Section 3.1(e)(v) of the Company Disclosure Schedule, all Indebtedness of the Company and its Subsidiaries can be prepaid in whole or part, at any time and from time to time prior to the respective stated maturity dates thereof, without any premium, penalty, breakage fee or other termination fee. No Indebtedness of the Company or its Subsidiaries imposes any obligations on the Company or its Subsidiaries to publicly register such Indebtedness or similar Indebtedness in exchange therefore.

Financial Reports and SEC Documents. The SEC Documents Each of Acquirer Virata and its ----------------------------------- Subsidiaries has filed all reports, prospectuses, forms, schedules, registration statements, proxy statements or any of its Subsidiariesinformation statements required to be filed by it since September 1, as 1999 under the Securities Act or under Sections 13(a), 13(c), 14 and 15(d) of the date filed: Exchange Act in the form filed with the SEC (Acollectively, the "Virata SEC Documents"). Each of the Virata SEC Documents, -------------------- including the Virata 2001 10-K and the Virata 10-Q, (i) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) as of its filing date (except as amended or supplemented prior to the date hereof), did not and 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 light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Virata SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such Virata SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. The (a) Company has filed with the SEC Documents of Acquirer all reports, registration statements, definitive proxy statements or information statements required to be filed by Company or any of its SubsidiariesSubsidiaries since January 1, as 2000 under the Securities Act or under Sections 13(a), 13(c), 14 and 15(d) of the date Exchange Act (collectively, the "Company SEC Documents"), each of which, in the form filed: , or to be filed, (Aa) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder and (Bb) as of its filing date, did not and or 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 light of the circumstances under which they were made, not misleading. (b) Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and each procedures are effective to ensure that all material information concerning Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Company's filings with the SEC and other public disclosure documents. Company is in compliance with the applicable listing rules of the NASDAQ National Market and has not since December 31, 2002 received any notice from the NASDAQ National Market asserting any non-compliance with such rules. (c) Each of the balance sheets contained in or incorporated by reference into any such Company SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and or will fairly present in all material respects the financial position of the entity or entities to which it relates as of its date, and each of the statements of income operations and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such Company SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and or will fairly present in all material respects the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Company is not party to or otherwise involved in any "off-balance sheet arrangements" (as defined in Item 303(c) of Regulation S-K under the Exchange Act). (d) Company maintains a system of internal accounting controls sufficient to provide reasonable assurance 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 United States 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.

Financial Reports and SEC Documents. The SEC Documents of Acquirer UDS 2000 10-K and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by UDS or any of its SubsidiariesSubsidiaries subsequent to December 31, as 1998 under the Securities Act or under Sections 13(a), 13(c), 14 and 15(d) of the date Exchange Act in the form filed: , or to be filed (Acollectively, the "UDS SEC Documents"), with the SEC, (i) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) as of its filing date, did not and or 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 light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such UDS SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income operations and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such UDS SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and or will fairly present the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. The SEC Documents of Acquirer or any of its Subsidiaries, as Each of the date Company and its Subsidiaries has filed all reports, prospectuses, forms, schedules, registration statements, proxy statements or information statements required to be filed by it since January 31, 2003 under the Securities Act or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in the form filed: , or to be filed, with the SEC (Acollectively, the "COMPANY SEC DOCUMENTS"). Each of the Company SEC Documents, including the Company 2003 10-K and the Company 10-Q, (i) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) as of its filing date (except as amended or supplemented prior to the date hereof), did not and or 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 light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Company SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such Company SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and or will fairly present the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. The SEC Documents of Acquirer or any of its Subsidiaries, as All of the date filed: Partnership SEC Reports filed with the SEC since January 1, 2009 (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 light of the circumstances under which they were made, not misleading; and each of the balance sheets (other than the balance sheet of G&P LLC) contained in or incorporated by reference into any such Partnership SEC Document of Acquirer or any of its Subsidiaries, Report (including the related notes and schedules thereto, ) fairly presents and will fairly present the financial position of the entity or entities to which it relates Partnership as of its date, and each of the statements of income and changes in shareholders' equity partners’ capital and cash flows or equivalent statements in such Partnership SEC Documents of Acquirer or any of its Subsidiaries Reports (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in shareholders' equity partners’ capital and changes in cash flows, as the case may be, of the entity or entities to which it relates Partnership for the periods to which they relateit relates, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Except (i) as would not have a Material Adverse Effect and (ii) as and to the extent set forth on the Partnership’s balance sheet as of September 30, 2009, as of such date, neither the Partnership nor any of its subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet or in the notes thereto prepared in accordance with GAAP consistently applied.

Financial Reports and SEC Documents. The SEC Documents of Acquirer Xxxxxxxx 1999 10-K and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by Xxxxxxxx or any of its SubsidiariesSubsidiaries subsequent to December 31, as 1998 under the Securities Act or under Sections 13(a), 13(c), 14 and 15(d) of the date Exchange Act, in the form filed: , or to be filed (Acollectively, the "Xxxxxxxx SEC Documents"), with the SEC (i) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) as of its filing date, did not and or 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 light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Xxxxxxxx SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such Xxxxxxxx SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and or will fairly present the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. The SEC Documents of Acquirer Buyer’s annual report on Form 10-K for the fiscal year ended December 31, 2006, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by Buyer or any of its SubsidiariesSubsidiaries subsequent to December 31, as 2004 under the Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the date Exchange Act, in the form filed: , or to be filed (Acollectively, its “SEC Documents”), with the SEC (i) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and will fairly present the financial position of the entity or entities to which it relates Buyer as of its date, and each of the statements of income and changes in shareholders' partners’ equity and cash flows or equivalent statements in such SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in shareholders' partners’ equity and changes in cash flows, as the case may be, flow of the entity or entities to which it relates Buyer for the periods to which they relateit relates, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Except as and to the extent set forth on its balance sheet as of December 31, 2006 (or such later date of any balance sheet filed with the SEC as an SEC Document), as of such date, neither Buyer nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet or in the notes thereto prepared in accordance with GAAP consistently applied.

Financial Reports and SEC Documents. (i) Valero has filed all required reports, schedules, registration statements and other documents with the SEC since December 31, 2002. The SEC Documents Valero 2004 10-K and all other reports, registration statements, definitive proxy statements or information statements, including any certifications pursuant to Section 302 or Section 906 of Acquirer the Xxxxxxxx-Xxxxx Act of 2002 or similar certifications, filed or to be filed by Valero or any of its SubsidiariesSubsidiaries subsequent to December 31, as 2002 under the Securities Act or under Sections 13(a), 13(c), 14 and 15(d) of the date Exchange Act, in the form filed: , or to be filed (collectively, the “Valero SEC Documents”), with the SEC (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) as of its filing date, did not and or 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 light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Valero SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholders' stockholders’ equity and cash flows or equivalent statements in such Valero SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and or will fairly present the results of operations, changes in shareholders' stockholders’ equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. (ii) Valero and its Subsidiaries have designed and maintain a system of internal controls over financial reporting and its Subsidiaries have designed and maintain a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Valero (A) has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information required to be disclosed by Valero 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 Valero’s management as appropriate to allow timely decisions regarding required disclosure, and (B) has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date of this Agreement, to Valero’s auditors and the audit committee of Valero’s Board of Directors (1) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Valero’s ability to record, process, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in Valero’s internal controls over financial reporting. Valero has made available to Premcor a summary of any such disclosure made by management to Valero’s auditors and audit committee since January 1, 2003.

Financial Reports and SEC Documents. The SEC Documents of Acquirer Buyer's annual report on Form 10-K for the fiscal year ended December 31, 2006, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by Buyer or any of its SubsidiariesSubsidiaries subsequent to December 31, as 2004 under the Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the date Exchange Act, in the form filed: , or to be filed (Acollectively, its "SEC Documents"), with the SEC (i) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and will fairly present the financial position of the entity or entities to which it relates Buyer as of its date, and each of the statements of income and changes in shareholderspartners' equity and cash flows or equivalent statements in such SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in shareholderspartners' equity and changes in cash flows, as the case may be, flow of the entity or entities to which it relates Buyer for the periods to which they relateit relates, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Except as and to the extent set forth on its balance sheet as of December 31, 2006, as of such date, neither Buyer nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet or in the notes thereto prepared in accordance with GAAP consistently applied.

Financial Reports and SEC Documents. The SEC Documents (i) Ahmanson's Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, 1995 and 1996, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to December 31, 1996 under the Securities Act or under Section 13(a), 13(c), 14 or 15(d) of Acquirer the Exchange Act, in the form filed or any of its Subsidiariesto be filed with the SEC, as of the date filed: , and the draft of Ahmanson's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 delivered to Washington Mutual on the date hereof (the "Ahmanson Draft 10-K") as of the date hereof (collectively, "Ahmanson SEC Documents"), (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in the light of the circumstances under which they were made, not misleading; and each of the consolidated balance sheets contained in or incorporated by reference into any such Ahmanson SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto) fairly presents, fairly presents and or will fairly present present, the consolidated financial position of the entity or entities to which it relates Ahmanson and its Subsidiaries as of its date, and each of the consolidated statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such Ahmanson SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and presents, or will fairly present present, the consolidated results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates Ahmanson and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the lack of complete footnote disclosure in the case of unaudited statements. (ii) Except as Previously Disclosed or as set forth in Ahmanson's SEC Documents filed prior to the date hereof or in the Ahmanson Draft 10-K, since December 31, 1996, Ahmanson and its Subsidiaries have not incurred any liability other than in the ordinary course of business consistent with past practice (other than (A) liabilities with respect to expenses and charges related to this Agreement, the transactions contemplated hereby and other acquisitions, (B) liabilities incurred in acquisitions by operation of law or as expressly contemplated by the agreements relating to such acquisitions and (C) liabilities which in the aggregate are not material to Ahmanson and its Subsidiaries). (iii) Except as Previously Disclosed or as set forth in Ahmanson's SEC Documents filed prior to the date hereof or in the Ahmanson Draft 10-K, since December 31, 1996, (A) Ahmanson and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding the incurrence of (A) liabilities with respect to expenses and charges related to this Agreement, the transactions contemplated hereby and other acquisitions and (B) liabilities incurred in acquisitions by operation of law or as expressly contemplated by the agreements relating to such acquisitions) and no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of Section 5.03 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to Ahmanson.

Financial Reports and SEC Documents. (i) Since December 14, 2006, Cal Dive has filed with the SEC all material forms, statements, reports, and documents required to be filed by it under the Exchange Act and the Securities Act. The SEC Documents of Acquirer Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, and all other reports, registration statements, definitive proxy statements, or information statements filed by Cal Dive or any of its SubsidiariesSubsidiaries subsequent to December 31, as of 2006 under the date filed: Securities Act or under the Exchange Act in the form filed with the SEC (collectively, the “Cal Dive SEC Documents”), (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) as of their respective filing dates (except as amended or supplemented prior to the date of this Agreement), (x) did not and 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 light of the circumstances under which they were made, not misleading; , and (y) each of the balance sheets contained in or incorporated by reference into any such Cal Dive SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholders' stockholders’ equity and cash flows or equivalent statements in such Cal Dive SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in shareholders' equity stockholders’ equity, and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. (ii) The records, systems, controls, data, and information of Cal Dive and its respective Subsidiaries are recorded, stored, maintained, and operated under means that are under the exclusive ownership and direct control of Cal Dive or its Subsidiaries or accountants, except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect on the system of internal accounting controls described in the following sentence. Cal Dive and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that: (A) transactions are executed only in accordance with management’s authorization; (B) transactions are recorded as necessary to permit preparation of the financial statements of Cal Dive and its Subsidiaries and to maintain accountability for the assets of Cal Dive and its Subsidiaries; (C) access to such assets is permitted only in accordance with management’s authorization; and (D) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to permit the collection thereof on a current and timely basis. Cal Dive (x) has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to Cal Dive and its Subsidiaries is made Known to the management of such entity (or its general partner) by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Cal Dive SEC Documents, and (y) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to its auditors and the audit committee of its Board of Directors (I) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect its ability to record, process, summarize, and report financial data and any material weaknesses in internal controls and (II) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls. (iii) Since December 14, 2006, (A) Cal Dive has not received or otherwise obtained Knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting practices, procedures, methodologies, or methods of Cal Dive or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion, or claim that Cal Dive or any of its Subsidiaries has engaged in questionable accounting practices, and (B) no attorney representing Cal Dive or any of its Subsidiaries, whether or not employed by Cal Dive or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty, or similar violation by Cal Dive or any of its officers, directors, employees, or agents to the Cal Dive Board of Directors or any committee thereof or to the General Counsel or Chief Executive Officer of Cal Dive. (iv) Cal Dive is in compliance with the provisions of the Sxxxxxxx-Xxxxx Act and to its Knowledge, the certifications provided pursuant to Sections 302 and 906 thereof with each Company SEC Document, at the time of filing or submission of each such certification, were accurate. (v) Section 3.2(e)(v) of the Cal Dive Disclosure Schedule lists the Indebtedness of Cal Dive and its Subsidiaries as of May 31, 2007. Except as disclosed in Section 3.2(e)(v) of the Cal Dive Disclosure Schedule, all Indebtedness of Cal Dive and its Subsidiaries can be prepaid, in whole or part, at any time and from time to time prior to the respective stated maturity dates thereof, without any premium, penalty, breakage fee, or other termination fee. No Indebtedness of Cal Dive or its Subsidiaries imposes any obligations on Cal Dive or its Subsidiaries to publicly register such Indebtedness or similar Indebtedness in exchange therefore.

Financial Reports and SEC Documents. The SEC Documents Its Annual Report on Form 10-K for the fiscal year ended December 31, 1997, in the case of Acquirer Dana, xxx August 31, 1997, in the case of the Company, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its SubsidiariesSubsidiaries subsequent to December 31, as 1995, in the case of Dana, xxx August 31, 1995, in the case of the date Company, under the Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, in the form filed: , or to be filed (Acollectively, its "SEC Documents"), with the SEC (i) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) as of its filing date did not and or 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 light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and or will fairly present the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. The Annual Reports on Form 10-K for the fiscal years ended December 31, 1998 and 1997, the Quarterly Report on Form 10-Q for the quarter ended March 31, 1999, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed subsequent to December 31, 1998 under the Securities Act or under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed or to be filed with the SEC Documents (collectively, the "SEC Documents"), of Acquirer Seller or any of its Subsidiaries, as of the date filed: filed (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document of Acquirer Seller or any of its Subsidiaries, including the related notes and schedules thereto, fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholders' equity and cash flows or equivalent statements in such SEC Documents of Acquirer Seller or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. The SEC Documents of Acquirer Its annual report on Form 10-K for the fiscal year ended December 31, 2006, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its SubsidiariesSubsidiaries subsequent to December 31, as 2004 under the Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the date Exchange Act, in the form filed: , or to be filed (Acollectively, its "SEC Documents"), with the SEC (i) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in the case of Energy Partners in such SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Except as and to the extent set forth on its balance sheet as of December 31, 2006, as of such date, neither it nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied.

Financial Reports and SEC Documents. The SEC Documents of Acquirer (i) Marion's Annual Reports on Form 10-K for the fiscal years ended June 30, 1997, 1998 and 1999, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its SubsidiariesSubsidiaries subsequent to June 30, 1999 under the Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, Marion's "SEC Documents") with the SEC, as of the date filed: , (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto) fairly presents, fairly presents and or will fairly present in all material respects, the financial position of the entity or entities to which it relates Xxxxxx and its Subsidiaries as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and presents, or will fairly present present, in all material respects, the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates Xxxxxx and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements. (ii) Except for liabilities incurred in connection with negotiation of and compliance with this Agreement and otherwise in connection with the transactions contemplated hereby, since June 30, 1999, Xxxxxx and its Subsidiaries have not incurred any liability other than in the ordinary course of business consistent with past practice. (iii) Since June 30, 1999, (A) Xxxxxx and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding matters related to this Agreement and the transactions contemplated hereby) and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of Section 5.03 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to Xxxxxx.

Financial Reports and SEC Documents. The SEC Documents of Acquirer With respect to NSH and the Partnership, each Party’s annual report on Form 10-K for the fiscal year ended December 31, 2016, its quarterly reports on Form 10-Q for the quarters ending March 31, 2017, June 30, 2017 and September 30, 2017, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by such Party or any of its SubsidiariesSubsidiaries subsequent to December 31, as 2016 under the Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the date Exchange Act, in the form filed: , or to be filed (Acollectively, its “SEC Documents”), with the SEC (a) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bb) did not and 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 light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholders' such members’ or partners’ equity and cash flows or equivalent statements in the case of the Partnership in such SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in shareholders' such Party’s equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Except as and to the extent set forth on its balance sheet as of September 30, 2017, as of such date, neither such Party nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied. Notwithstanding the foregoing, NSH shall be deemed not to have violated or be in violation of this Section 5.7 to the extent any such violation is or was caused by any failure of the Partnership or any of its Subsidiaries to timely provide NSH and its Subsidiaries with accurate information relating to the Partnership and its Subsidiaries.

Financial Reports and SEC Documents. The SEC Documents of Acquirer Phillips 2000 10-K and ----------------------------------- all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by Phillips or any of its SubsidiariesSubsidiaries subsequent to December 31, as 1990 xxxxx the Securities Act or under Sections 13(a), 13(c), 14 and 15(d) of the date Exchange Act, in the form filed: , or to be filed, with the SEC (Acollectively, the "Phillips SEC Documents") (i) ---------------------- complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) as of its filing date (except as amended or supplemented prior to the date of this Agreement), (A) did not and or 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 light of the circumstances under which they were made, not misleading; and (B) each of the balance sheets contained in or incorporated by reference into any such Phillips SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, txxxxxx) fairly presents and or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such Phillips SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules theretoxxxxxxx) fairly presents and or will fairly present the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements; provided that, with respect to Tosco only, in no event shall any -------- non-compliance as to form, untrue statements, omissions or failures of the balance sheets or financial statements to fairly present the financial position be deemed material unless such non-compliance, untrue statements, omissions or failures would, in the aggregate, be material with respect to Phillips and its Subsidiaries taken as a whole.

Financial Reports and SEC Documents. (i) The SEC Documents of Acquirer Company's Annual Reports on Form 10-K for the fiscal years ended February 28, 1995, 1996 and 1997, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its SubsidiariesSubsidiaries subsequent to February 28, 1995 under the Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed or to be filed with the SEC (collectively, "SEC Documents"), as of the date filed: , (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in the light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such of the Company's SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto) fairly presents, fairly presents and or will fairly present present, the financial position of the entity or entities to which it relates Company and its Subsidiaries as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such the Company's SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and presents, or will fairly present present, the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates Company and its Subsidiaries for the periods to which they relate, in each case case, in compliance with applicable accounting requirements and with the published rules of the SEC with respect thereto and in accordance with GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. (ii) Since February 28, 1997, the Company and its Subsidiaries have not incurred any material liability other than in the ordinary course of business consistent with past practice. (iii) Since February 28, 1997, (A) the Company and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding the incurrence of expenses related to this Agreement and the transactions contemplated hereby), (B) no event has occurred or fact or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.3 or otherwise), has had or is reasonably likely to have an adverse effect with respect to the Company and (C) none of the Company nor any of its Subsidiaries has taken any action or suffered any event that if taken or suffered after the date hereof would violate Section 4.1 of this Agreement. (iv) The Company has delivered to Buyer true and complete copies of the FOCUS Reports filed on Form X-17A-5 (the "FOCUS Reports") as of March 31, 1997 and June 30, 1997 by each Subsidiary that is a "broker" or "dealer", as such terms are defined in Sections 2(a)(4) and 2(a)(5) of the Exchange Act (collectively, the "Broker-Dealer Subsidiaries"). Each FOCUS Report delivered complied (and with respect to FOCUS Reports filed after the date hereof and prior to the Effective Time, will comply) at the date thereof in all material respects with the rules and regulations of the SEC relating thereto and fairly present the information required to be presented therein pursuant to Rule 17a-5 under the Exchange Act.

Financial Reports and SEC Documents. (i) With respect to the periods since May 31, 1996, the Company and its Subsidiaries have filed all reports and statements, together with any amendments required to be made thereto, that were required to be filed with the SEC. (ii) The SEC Documents of Acquirer Company's Annual Reports on Form 10-K for the fiscal years ended May 31, 1996, 1997, and 1998, its Quarterly Reports on Form 10-Q for the periods ended August 31, 1998, November 30, 1998 and February 28, 1999, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its SubsidiariesSubsidiaries subsequent to May 31, 1996 under the Securities Act, or under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, the "Company SEC Documents"), with the SEC, as of the date filed: filed (or, with respect to a document filed prior to the date of this Agreement and amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing as so amended or superseded) (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, ; and (B) did not and 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 therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Company SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such Company SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relate, in each case in accordance with U.S. GAAP consistently applied during the periods involvedinvolved and Regulation S-X of the SEC, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. (iii) Since February 28, 1999, the Company has not incurred any liabilities (whether absolute, accrued, contingent or otherwise) that are of a nature that would be required to be disclosed on a balance sheet of the Company or the footnotes related thereto prepared in conformity with U.S. GAAP, except (x) liabilities as set forth in the Company SEC Documents filed prior to the date of this Agreement (the "Company Filed SEC Documents") and (y) other liabilities incurred in the ordinary course of business consistent with past practice, which do not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (iv) The Company has furnished to Nortel a draft (dated August 17, 1999) of its Annual Report on Form 10-K for the fiscal year ended May 31, 1999 (including a draft of the consolidated financial statements to be included therein, with accompanying footnote disclosure) (the "Draft 1999 10-K"). The Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1999 shall be filed with the SEC on or before August 30, 1999 and shall not differ in any material respect from the Draft 1999 10-K, except for the inclusion of disclosure relating to this Agreement and the transactions contemplated hereby. The consolidated balance sheet contained in the Draft 1999 10-K fairly presents the financial position of the Company as of May 31, 1999, and the statement of income and changes in stockholders' equity and cash flows for the fiscal year ended May 31, 1999 contained in the Draft 1999 10-K fairly present the Company's consolidated results of operations, changes in stockholders' equity and changes in cash flows for such periods, in each case in accordance with U.S. GAAP applied consistently with past periods and Regulation S-X of the SEC.

Financial Reports and SEC Documents. The Since January 1, 2007, Buyer has filed with the SEC Documents of Acquirer all material forms, statements, reports, and documents required to be filed by it under the Exchange Act and the Securities Act. Buyer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, and all other reports, registration statements, definitive proxy statements, or any of its Subsidiariesinformation statements filed by Buyer subsequent to December 31, as of 2007 under the date filed: Securities Act or under the Exchange Act in the form filed with the SEC (Acollectively, the “GLF SEC Documents”): (i) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) as of their respective filing dates (except as amended or supplemented prior to the date of this Agreement), (x) did not and 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 light of the circumstances under which they were made, not misleading; , and (y) each of the balance sheets contained in or incorporated by reference into any such GLF SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and will fairly present in all material respects the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholders' stockholders’ equity and cash flows or equivalent statements in such GLF SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and will fairly present in all material respects the results of operations, changes in shareholders' equity stockholders’ equity, and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with GAAP consistently applied during the periods involvedinvolved except, except in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) The following shall be true upon filing of the Post Closing SEC Documents (as defined below in Section 7.8): ATLAS has filed all periodic reports and current reports required to be filed under the Securities Exchange Act of Acquirer 1934, as amended (“Exchange Act”) for the period from January 1, 2008 until the Effective Time. ATLAS’ Annual Report on Form 10-K for the fiscal year ended December 31, 2008, and all other reports filed or to be filed under the Exchange Act, in the form filed together with any of its Subsidiariesamendments required to be made with respect thereto, that were required to be filed with the Securities and Exchange Commission under the Exchange Act (“SEC Documents”) as of the date filed: , (Aa) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bb) did not and 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 therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and will fairly present the consolidated financial position of the entity or entities to which it relates ATLAS as of its date, and each of the statements of income or results of operations and changes in shareholders' ’ equity and cash flows or equivalent statements in such SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and will fairly present the consolidated results of operations, changes in shareholders' ’ equity and changes in cash flows, as the case may be, of the entity or entities to which it relates ATLAS for the periods to which they relate, in each case in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence or limitation of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Except as set forth in Section 6.01(g) of the Company Disclosure Schedule, with respect to the periods since December 31, 1997, the Company and its Subsidiaries have filed all reports and statements, together with any amendments required to be made thereto, that were required to be filed with the SEC. (ii) The SEC Documents of Acquirer Company's Annual Reports on Form 10-K for the fiscal years ended December 31, 1998 and 1999, its Quarterly Report on Form 10-Q for the period ended June 30, 2000, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its SubsidiariesSubsidiaries subsequent to December 31, 1996, under the Securities Act, or under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, the "Company SEC Documents"), with the SEC, as of the date filed: filed (or, with respect to a document filed prior to the date of this Agreement and amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing as so amended or superseded) (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, ; and (B) did not and 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 therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document of Acquirer or any of its Subsidiaries, including the related notes and schedules thereto, fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholders' equity and cash flows or equivalent statements in such SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.or

Financial Reports and SEC Documents. The SEC Documents Its Annual Report on Form 10-K for the fiscal year ended December 31, 1997, in the case of Acquirer Dana, and August 31, 1997, in the case of the Company, and all oxxxx reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its SubsidiariesSubsidiaries subsequent to December 31, as 1995, in the case of Dana, and August 31, 1995, in the case of the date Company, under the Xxxurities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, in the form filed: , or to be filed (Acollectively, its "SEC Documents"), with the SEC (i) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) as of its filing date did not and or 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 light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and or will fairly present the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. The (a) TER and the Partnership have filed or furnished all forms, statements, reports and documents required to be filed with, or furnished to, the SEC by TER or the Partnership pursuant to applicable securities statutes, regulations, policies and rules since December 31, 2007 (such forms, statements, reports and documents filed with, or furnished to, the SEC since December 31, 2007 and those filed with, or furnished to, the SEC subsequent to the date of this Agreement, if any, in each case including any amendments thereto, the “TER SEC Documents”). Each of the TER SEC Documents filed or furnished on or prior to the date of Acquirer or any of its Subsidiariesthis Agreement complied, as and each of the TER SEC Documents filed or furnished after the date filed: (A) complied or of this Agreement will comply comply, in all material respects as to form with the applicable requirements under of each of the Exchange Act and the Securities Act or the Exchange Act, and complied or will comply, as applicable, in all material respects with the case may bethen-applicable accounting standards. As of their respective dates, except as and to the extent modified or superseded in any subsequent TER SEC Document filed and publicly available prior to the date of this Agreement, the TER SEC Documents did not, and (B) did not and any TER SEC Documents filed with, or furnished to, the SEC subsequent to the date of this Agreement will not 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 light of the circumstances under in which they were made, not misleading; and each . (b) Each of the consolidated balance sheets contained included in or incorporated by reference into any such the TER SEC Document of Acquirer or any of its Subsidiaries, Documents (including the related notes and schedules theretoschedules) presents fairly in all material respects or, in the case of the TER SEC Documents filed or furnished after the date of this Agreement, will present fairly presents and will fairly present in all material respects the consolidated financial position of the entity or entities to which it relates Partnership Entities as of its date, and each of the consolidated statements of income and income, changes in shareholders' ’ (or equity holders’) equity and cash flows included in or equivalent statements in such incorporated by reference into the TER SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules theretoschedules) presents fairly presents and in all material respects or, in the case of the TER SEC Documents filed or furnished after the date of this Agreement, will present fairly present in all material respects the results of operationsnet income, changes in total shareholders' ’ (or equity holders’) equity and changes net increase (decrease) in cash flowsand cash equivalents, as the case may be, of the entity or entities to which it relates Partnership Entities for the periods set forth therein (subject, in the case of unaudited statements, to which they relatethe absence of notes and normal year-end audit adjustments), in each case in accordance with GAAP U.S. generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. The SEC Documents of Acquirer (i) WBI's Annual Reports on Form 10-KSB for the fiscal years ended June 30, 1996, 1997 and 1998 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its SubsidiariesSubsidiaries subsequent to June 30, 1996 under the Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, "WBI SEC Documents") with the SEC, as of the date filed: , (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such WBI SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto) fairly presents, fairly presents and or will fairly present present, the financial position of the entity or entities to which it relates WBI and its Subsidiaries as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such WBI SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and presents, or will fairly present present, the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.of

Financial Reports and SEC Documents. The SEC Documents of Acquirer (i) Mason's Annual Reports on Form 10- K for the fiscal years enxxx Xxxember 31, 1994, 1995 and 1996, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its SubsidiariesSubsidiaries subsequent to December 31, 1994 under the Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, Mason's "SEC Documents") with the SEC, as of the date filed: , (AX) complied xxmplied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto) fairly presents, fairly presents and or will fairly present present, the financial position of the entity or entities to which it relates Mason and its Subsidiaries as of its date, and each of the statements sxxxxxents of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and presents, or will fairly present present, the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates Mason and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements. (ii) Since December 31, 1996, Mason and its Subsidiaries have not incurred any liability oxxxx than in the ordinary course of business consistent with past practice. (iii) Since December 31, 1996, (A) Mason and its Subsidiaries have conducted their respective bxxxxxsses in the ordinary and usual course consistent with past practice (excluding matters related to this Agreement and the transactions contemplated hereby) and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of Section 5.03 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to Mason.

Financial Reports and SEC Documents. The EZCORP’s Annual Report on Form 10-K for the fiscal year ended September 30, 2007, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it with the SEC Documents subsequent to September 30, 2007 under the Securities Act of Acquirer 1933, as amended (the “Securities Act”), or under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in the form filed together with any of its Subsidiariesamendments required to be made with respect thereto, that were required to be filed with any applicable Governmental Authority under any applicable Law (collectively, “SEC Documents”) as of the date filed: , (Aa) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bb) did not and 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 therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and will fairly present the consolidated financial position of the entity or entities to which it relates EZCORP as of its date, and each of the statements of income or results of operations and changes in shareholders' ’ equity and cash flows or equivalent statements in such SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and will fairly present the consolidated results of operations, changes in shareholders' ’ equity and changes in cash flows, as the case may be, of the entity or entities to which it relates EZCORP for the periods to which they relate, in each case in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents. (1) The SEC Documents of Acquirer Company 2006 10-K, the December 10-Q and all other reports, registration statements, definitive proxy statements or any of its Subsidiariesinformation statements filed or to be filed by the Company subsequent to June 30, as 2006 under the Securities Act or under Sections 13(a), 13(c), 14 and 15(d) of the date Exchange Act in the form filed: , or to be filed (Aexcept that no representation or warranty is made by the Company with respect to information supplied by Parent for inclusion in the Proxy Statement), with the SEC (collectively, the “Company SEC Documents”), (x) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (By) as of their respective filing dates (except as amended or supplemented prior to the date of this Agreement), (A) did not and or 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 (B) each of the balance sheets contained in or incorporated by reference into any such Company SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholders' ’ equity and cash flows or equivalent statements in such Company SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and or will fairly present the results of operations, changes in shareholders' ’ equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. (2) The records, systems, controls, data and information of the Company are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company or its accountants, except for any non-exclusive ownership and non-direct control that would not have a Material Adverse Effect on the system of internal accounting controls described in the following sentence. The Company has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that: (1) transactions are executed only in accordance with management’s authorization; (2) transactions are recorded as necessary to permit preparation of the financial statements of the Company and to maintain accountability for the assets of the Company; (3) access to such assets is permitted only in accordance with management’s authorization; and (4) the reporting of such assets is compared with existing assets at regular intervals. The Company (1) has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to such entity is made known to the officers by others within the Company as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Company SEC Documents, and (2) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to its auditors and the audit committee of its Board of Directors (A) any significant deficiencies in the design or operation of internal controls which reasonably could or would adversely affect in any material respect its ability to record, process, summarize and report financial data and has disclosed to its auditors any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting. (3) Since June 30, 2006, through the date hereof, (x) none of the Company, its Chief Executive Officer, its Chief Financial Officer or any member of the Audit Committee, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, from any source 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 (y) 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, its audit committee or Chief Executive Officer of the Company. (4) The Company is in compliance with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) that are applicable to the Company, except where such non-compliance would not have a Material Adverse Effect on the Company. 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 Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC promulgated thereunder with respect to Company SEC Documents. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act.

Financial Reports and SEC Documents. The Material Adverse ----------------------------------------------------- Effect. (i) Zions's SEC Documents of Acquirer or any of its SubsidiariesDocuments, as of the date filed: , (A) complied or ------ will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in the light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto) fairly presents, fairly presents and or will fairly present present, the financial position of the entity or entities to which it relates Zions and its Subsidiaries as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and presents, or will fairly present present, the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates Zions and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. (ii) Since December 31, 1996, no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of Section 5.04 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to it.

Financial Reports and SEC Documents. The SEC Documents of Acquirer Its Annual Report on Form 10-K for the fiscal year ended December 31, 1994, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiariessubsidiaries subsequent to December 31, 1994 under the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the "Securities Act") or under Sections 13(a), 13(c), 14 and 15(d) of the date Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange Act"), in the form filed: , or to be filed (Acollectively, its "SEC Documents"), with the Securities and Exchange Commission (the "SEC") (i) complied or will comply in all material respects as to form with the applicable requirements under the Securities Exchange Act or the Exchange Act, as the case may be, and (Bii) did not and 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 light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document of Acquirer or any of its Subsidiaries, Documents (including the related notes and schedules thereto, ) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, date and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such SEC Documents of Acquirer or any of its Subsidiaries report and documents (including any related notes and schedules thereto) fairly presents and will fairly present the and results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateset forth therein, in each case in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal and recurring year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. The SEC Documents In the case of Acquirer Partners, its annual report on Form 10-K for the fiscal year ended December 31, 2009, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its SubsidiariesSubsidiaries subsequent to December 31, as 2009 under the Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the date Exchange Act, in the form filed: , or to be filed (Acollectively, its “SEC Documents”), with the SEC (i) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholders' partners’ equity and cash flows or equivalent statements in the case of Partners in such SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in shareholders' partners’ equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. In the case of Partners GP, the audited balance sheet of Partners GP as December 31, 2009 and 2008 (including the related notes thereto), and the unaudited statements of income and members’ equity for the three-year period ended December 31, 2009 set forth on Schedule 4.1(g) of its Disclosure Schedule, and the unaudited balance sheet of Partners GP as of September 30, 2010 and the related unaudited statements of income and members’ equity for the nine-month period ended September 30, 2010 set forth on Schedule 4.1(g) of its Disclosure Schedule, fairly presents the financial position of Partners GP as of each date, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end adjustments in the case of the unaudited statements as of September 30, 2010 and for the nine months then ended. Except as and to the extent set forth on its balance sheet as of December 31, 2009, as of such date, neither it nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied.

Financial Reports and SEC Documents. The (a) Purchaser’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it with the SEC Documents subsequent to December 31, 2011 under the Securities Act, or under Section 13, 14 or 15(d) of Acquirer the Securities Exchange Act of 1934 as amended (the “Exchange Act”), in the form filed or any of its Subsidiariesto be filed (collectively, the “Purchaser SEC Documents”) as of the date filed: filed (and if so amended or superseded, then on the date of such subsequent filing), (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the balance sheets statements of financial condition contained in or incorporated by reference into any such Purchaser SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto) fairly presents, fairly presents and or will fairly present present, the financial position of the entity or entities to which it relates Purchaser as of its date, and each of the statements of income or results of operations and changes in shareholders' ’ equity and cash flows or equivalent statements in such Purchaser SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and presents, or will fairly present present, the results of operations, changes in shareholders' ’ equity and changes in cash flows, as the case may be, of the entity or entities to which it relates Purchaser for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements. (b) Except as disclosed in the Purchaser SEC Documents, Purchaser has not received notice in writing from the SEC that either the Purchaser itself or any of the Purchaser SEC Documents is the subject of any ongoing review by the SEC or of any outstanding SEC investigation (whether formal or informal, including but not limited to a voluntary document request), and as of the date hereof, there are no material outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Purchaser SEC Documents. (c) Since December 31, 2009, Purchaser has filed all reports, registrations, statements, and other documents, together with any amendments required to be made thereto, that are required to be filed with the SEC, Board of Governors of the Federal Reserve System, FDIC, or the KDFI.

Financial Reports and SEC Documents. The PPT's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004, as amended by Form 10-KSB/A filed on May 18, 2005, and all other reports, definitive proxy statements or information statements filed or to be filed by it subsequent to December 31, 2004 under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act in the form filed or to be filed (collectively, PPT's "SEC Documents of Acquirer or any of its SubsidiariesDocuments") with the SEC, as of the date filed or to be filed: , (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Exchange Act or the Exchange Act, as the case may be, and (B) as of the time filed, or to be filed, did not and 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 therein, in the light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto) fairly presents, fairly presents and or will fairly present present, the financial position of the entity or entities to which it relates PPT and its subsidiaries as of its date, and each of the statements of income and changes in shareholders' equity and cash flows or equivalent statements in such SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and presents, or will fairly present present, the results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates PPT and its subsidiaries for the periods to which they relate, in each case in accordance with U.S. GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to the absence of footnotes and to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) The SEC Documents of Acquirer ConocoPhillips 2004 10-K and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by ConocoPhillips or any of its SubsidiariesSubsidiaries subsequent to December 31, as 2004 under the Securities Act or under Sections 13(a), 13(c), 14 and 15(d) of the date Exchange Act in the form filed: , or to be filed, with the SEC (Acollectively, the "ConocoPhillips SEC Documents"), (x) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (By) as of their respective filing dates (except as amended or supplemented prior to the date of this Agreement), (A) did not and or 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 light of the circumstances under which they were made, not misleading; and (B) each of the balance sheets contained in or incorporated by reference into any such ConocoPhillips SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such ConocoPhillips SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and or will fairly present the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. (ii) Except as set forth in Section 4.1(e)(ii) of the ConocoPhillips Disclosure Schedule, the records, systems, controls, data and information of ConocoPhillips and its respective Subsidiaries are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of ConocoPhillips or its Subsidiaries or accountants, except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect on the system of internal accounting controls described in the following sentence. ConocoPhillips and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that: (1) transactions are executed only in accordance with management's authorization; (2) transactions are recorded as necessary to permit preparation of the financial statements of ConocoPhillips and its Subsidiaries and to maintain accountability for the assets of ConocoPhillips and its Subsidiaries; (3) access to such assets is permitted only in accordance with management's authorization; (4) the reporting of such assets is compared with existing assets at regular intervals; and (5) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. Each of ConocoPhillips and its Subsidiaries (1) has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to such entity and its Subsidiaries is made known to the management of such entity (or its general partner) by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the ConocoPhillips SEC Documents, and (2) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to its auditors and the audit committee of its Board of Directors (A) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect its ability to record, process, summarize and report financial data and have disclosed to its auditors any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls. (iii) Since December 31, 2004, through the date hereof, to the knowledge of ConocoPhillips, (x) neither ConocoPhillips nor any of its Subsidiaries nor any director, officer, employee, auditor, accountant or representative of ConocoPhillips or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of ConocoPhillips or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that ConocoPhillips or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing ConocoPhillips or any of its Subsidiaries, whether or not employed by ConocoPhillips or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by ConocoPhillips or any of its officers, directors, employees or agents to the ConocoPhillips Board of Directors or any committee thereof or to the General Counsel or Chief Executive Officer of ConocoPhillips. (iv) ConocoPhillips is in compliance in all material respects with the provisions of the Sarbanes-Oxley Act that are applicable to ConocoPhillips.

Financial Reports and SEC Documents. The Since September 30, 2009, its SEC Documents of Acquirer or any of its Subsidiaries, as of the date filed: (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholders' partners’ equity and cash flows or equivalent statements in the case of Inergy in such SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in shareholders' partners’ equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Except as and to the extent set forth on its balance sheet as of September 30, 2009 or as reflected in the SEC Documents filed with the SEC since such date, as of the date of the Original Agreement and the date hereof neither it nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied.

Financial Reports and SEC Documents. The SEC Documents of Acquirer Its Annual Reports on Form 10-K for the fiscal years ended December 31, 1996 and 1997, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiariessubsidiaries subsequent to December 31, 1996 under the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the "Securities Act") or under Sections 13(a), 13(c), 14 and 15(d) of the date Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange Act"), in the form filed: , or to be filed, with the SEC (Acollectively, its "SEC Documents") (i) complied or will comply as to form in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and will not not, at the time of such filing, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules schedule thereto, ) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholders' equity and cash flows or equivalent statements in such SEC Documents of Acquirer or any of its Subsidiaries report and documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateset forth therein, in each case in accordance with GAAP generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. The SEC Documents Absence of Acquirer Certain Changes --------------------------------------------------------------- or Events. (i) Century's Annual Reports on Form 10-K for the fiscal years ended --------- December 31, 1998, 1999 and 2000, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its SubsidiariesSubsidiaries subsequent to December 31, 1998 under the Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, Century's "SEC Documents") with the SEC, as of the date filed: , (A) as to Form, complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition of Century contained in or incorporated by reference into any such SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto) fairly presents, fairly presents and or will fairly present present, the financial position of the entity or entities to which it relates Century and its Subsidiaries as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements of Century in such SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and presents, or will fairly present present, the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates Century and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, and subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements. (ii) Since March 31, 2001, Century and its Subsidiaries have not incurred any liability other than in the ordinary course of business consistent with past practice. (iii) Since March 31, 2001, (A) Century and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding matters related to this Agreement and the transactions contemplated hereby) and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of Section 6.03 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to Century.

Financial Reports and SEC Documents. The SEC Documents of Acquirer Its Annual Report on Form ----------------------------------- 10-K for the fiscal year ended December 31, 1994, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiariessubsidiaries subsequent to December 31, 1994 under the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the "Securities Act"), or under Sections 13(a), 13(c), 14 and 15(d) of the date Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange Act"), in the form filed: , or to be filed (Acollectively, its "SEC Documents"), with the Securities and Exchange Commission (the "SEC") (i) complied or will comply as of the date of filing thereof in all material respects as to form with the applicable requirements under the Securities Exchange Act or the Exchange Act, as the case may be, and (Bii) did not and will not contain as of the date of filing thereof 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 light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, date and each of the statements of income and changes in shareholders' equity and cash flows or equivalent statements in such SEC Documents of Acquirer or any of its Subsidiaries report and documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateset forth therein, in each case in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal and recurring year-end audit adjustments in the case of unaudited statements. All material agreements, contracts and other documents required to be filed by it as exhibits to any SEC Document have been so filed.

Financial Reports and SEC Documents. The SEC Documents of Acquirer (i) Its Annual Reports on Form 10-K for the fiscal years ended June 30, 1995, 1996 and 1997, its Quarterly Reports on Form 10-Q for the periods ended September 27, 1997, December 27, 1997 and March 28, 1998, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its SubsidiariesSubsidiaries subsequent to June 30, 1995 under the Securities Act, or under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, the "Bay SEC Documents"), with the SEC, as of the date filed: filed (or, with respect to (x) a document filed prior to the date of this Agreement and amended or superseded by a filing prior to the date of this Agreement or (y) a document filed after the date of this Agreement and amended or superseded by a filing after the date of this Agreement, then in the case of each of (x) and (y), on the date of such filing as so amended or superseded) (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, ; and (B) did not and 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 therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Bay SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such Bay SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relate, in each case in accordance with U.S. GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. (ii) Except as set forth in the Bay SEC Documents filed since March 28, 1998 and prior to the date of this Agreement (the "Bay Filed SEC Documents") since March 28, 1998, Bay has not incurred any liabilities (whether absolute, accrued, contingent or otherwise) that are of a nature that would be required to be disclosed on a balance sheet of Bay or the footnotes related thereto prepared in conformity with U.S. GAAP, other than liabilities incurred in the ordinary course of business.

Financial Reports and SEC Documents. (i) The SEC Documents of Acquirer ConocoPhillips 2004 10-K and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by ConocoPhillips or any of its SubsidiariesSubsidiaries subsequent to December 31, as 2004 under the Securities Act or under Sections 13(a), 13(c), 14 and 15(d) of the date Exchange Act in the form filed: , or to be filed, with the SEC (Acollectively, the "CONOCOPHILLIPS SEC DOCUMENTS"), (x) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (By) as of their respective filing dates (except as amended or supplemented prior to the date of this Agreement), (A) did not and or 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 light of the circumstances under which they were made, not misleading; and (B) each of the balance sheets contained in or incorporated by reference into any such ConocoPhillips SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such ConocoPhillips SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and or will fairly present the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. (ii) Except as set forth in Section 4.1(e)(ii) of the ConocoPhillips Disclosure Schedule, the records, systems, controls, data and information of ConocoPhillips and its respective Subsidiaries are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of ConocoPhillips or its Subsidiaries or accountants, except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect on the system of internal accounting controls described in the following sentence. ConocoPhillips and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that: (1) transactions are executed only in accordance with management's authorization; (2) transactions are recorded as necessary to permit preparation of the financial statements of ConocoPhillips and its Subsidiaries and to maintain accountability for the assets of ConocoPhillips and its Subsidiaries; (3) access to such assets is permitted only in accordance with management's authorization; (4) the reporting of such assets is compared with existing assets at regular intervals; and (5) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. Each of ConocoPhillips and its Subsidiaries (1) has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to such entity and its Subsidiaries is made known to the management of such entity (or its general partner) by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the ConocoPhillips SEC Documents, and (2) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to its auditors and the audit committee of its Board of Directors (A) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect its ability to record, process, summarize and report financial data and have disclosed to its auditors any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls. (iii) Since December 31, 2004, through the date hereof, to the knowledge of ConocoPhillips, (x) neither ConocoPhillips nor any of its Subsidiaries nor any director, officer, employee, auditor, accountant or representative of ConocoPhillips or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of ConocoPhillips or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that ConocoPhillips or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing ConocoPhillips or any of its Subsidiaries, whether or not employed by ConocoPhillips or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by ConocoPhillips or any of its officers, directors, employees or agents to the ConocoPhillips Board of Directors or any committee thereof or to the General Counsel or Chief Executive Officer of ConocoPhillips. (iv) ConocoPhillips is in compliance in all material respects with the provisions of the Sarbanes-Oxley Act that are applicable to ConocoPhillips.

Financial Reports and SEC Documents. The SEC Documents of Acquirer (i) Central's Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, 1995 and 1996, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its SubsidiariesSubsidiaries subsequent to December 31, 1994 under the Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, Central's "SEC DOCUMENTS") with the SEC, as of the date filed: , (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in the light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto) fairly presents, fairly presents and or will fairly present present, the financial position of the entity or entities to which it relates Central and its Subsidiaries as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and presents, or will fairly present present, the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates Central and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. (ii) Except as Previously Disclosed in its Disclosure Schedule, since December 31, 1996, Central and its Subsidiaries have not incurred any liability other than in the ordinary course of business consistent with past practice. (iii) Since December 31, 1996, (A) Central and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding the incurrence of expenses related to this Agreement and the transactions contemplated hereby) and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of Section 5.03 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to Central.

Financial Reports and SEC Documents. The Since September 30, 2009, its SEC Documents of Acquirer or any of its Subsidiaries, as of the date filed: (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholders' partners’ equity and cash flows or equivalent statements in the case of Inergy in such SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in shareholders' partners’ equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Except as and to the extent set forth on its balance sheet as of September 30, 2009 or as reflected in the SEC Documents filed with the SEC since such date, as of the date of this Agreement, neither it nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied.

Financial Reports and SEC Documents. The (i) Headlands's Annual Reports on Form 10-K for the fiscal year ended December 31, 1997, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or its Subsidiaries subsequent to December 31, 1996 under the Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, "SEC Documents of Acquirer or any of its SubsidiariesDocuments") with the SEC, as of the date filed: , (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in the light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Headlands SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto) fairly presents, fairly presents and or will fairly present present, the financial position of the entity or entities to which it relates Headlands and its Subsidiaries as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such Headlands SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and presents, or will fairly present present, the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates Headlands and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. (ii) Headlands and its Subsidiaries have each timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since January 1, 1996 with any federal or state Governmental Authority charged with the supervision or regulation of financial institutions or issuers of securities or the supervision or regulation of Headlands or its Subsidiaries (collectively, the "Regulatory Authorities") or any self- regulatory organization (an "SRO"), and all other material reports and statements required to be filed by them since such date, including, without limitation, any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state regulatory authority or SRO and have paid all fees and assessments due and payable in connection therewith; all such reports and filings comply in all material respects with applicable requirements and do not contain any untrue or misleading statement of material fact or omit to make any statement of material fact required to be stated or necessary to make the statements therein not misleading. (iii) Since December 31, 1997, Headlands and its Subsidiaries have not incurred any liability other than in the ordinary course of business consistent with past practice. (iv) Since December 31, 1997, (A) Headlands and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding the incurrence of expenses related to this Plan and the transactions contemplated hereby) and (B) no event has occurred or fact or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of Section 5.3 or otherwise), has ----------- had or is reasonably likely to have a Material Adverse Effect with respect to Headlands.

Financial Reports and SEC Documents. The SEC Documents of Acquirer Its Annual Report on Form 10- KSB, as amended through the date hereof, for the fiscal year ended December 31, 2000, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its SubsidiariesSubsidiaries subsequent to December 31, as 1998 under the Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the date Exchange Act, in the form filed: , or to be filed (Acollectively, its "SEC Documents"), with the SEC (i) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. The Buyer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it with the SEC Documents of Acquirer subsequent to December 31, 2006 under the Securities Act or under the Exchange Act, in the form filed together with any of its Subsidiariesamendments required to be made with respect thereto, that were required to be filed with any applicable Governmental Authority under any applicable Law (collectively, “Buyer SEC Documents”) as of the date filed: , (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Buyer SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and will fairly present the consolidated financial position of the entity or entities to which it relates Buyer as of its date, and each of the statements of income or results of operations and changes in shareholders' stockholders’ equity and cash flows or equivalent statements in such Buyer SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and will fairly present the consolidated results of operations, changes in shareholders' stockholders’ equity and changes in cash flows, as the case may be, of the entity or entities to which it relates Buyer for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents. The SEC Documents of Acquirer With respect to the OILT Parties, OILT’s, and with respect to the Partners Parties, Partners’, Annual Report on Form 10-K for the fiscal year ended December 31, 2013, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its SubsidiariesSubsidiaries subsequent to December 31, 2013 under the Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, “SEC Documents”), with the SEC as of the date filed: their respective dates (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 light of the circumstances under which they were made, not misleading; . The historical financial statements of OILT and each its consolidated Subsidiaries, with respect to the OILT Parties, and of Partners and its consolidated Subsidiaries, with respect to the balance sheets Partners Parties, contained in or incorporated by reference into any such SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto) (A) comply in all material respects with the applicable requirements under the Securities Act and the Exchange Act, fairly presents and will (B) fairly present the financial position of the entity or entities to which it relates as of its dateposition, and each of the statements of income and changes in shareholders' equity and cash flows or equivalent statements in such SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in shareholders' partners’ equity and changes in cash flows, as the case may be, of the entity or entities to which it relates they relate as of the dates or for the periods to which they such financial statements relate, in each case in accordance with GAAP U.S. generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. The SEC Documents of Acquirer (i) Company's ----------------------------------- Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, 1995 and 1996, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its SubsidiariesSubsidiaries subsequent to December 31, 1994 under the Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, the Company's "SEC Documents") with the SEC, as of the date filed: , (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in the light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto) fairly presents, fairly presents and or will fairly present present, the financial position of the entity or entities to which it relates Company and its Subsidiaries as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and presents, or will fairly present present, the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. (ii) Since December 31, 1996, Company and its Subsidiaries have not incurred any liability other than in the ordinary course of business consistent with past practice. (iii) Since December 31, 1996, (A) Company and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding the incurrence of expenses related to this Agreement and the transactions contemplated hereby) and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of Section 5.03 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to Company.

Financial Reports and SEC Documents. (i) The SEC Documents of Acquirer or Company and its subsidiaries have filed all reports, returns, registrations and statements (such reports and filings referred to as "Company Filings"), together with any of its Subsidiariesamendments required to be made with respect thereto, as of the date filed: that were required to be filed with (A) the SEC, (B) the OTS, (C) the FDIC and (D) any other applicable Governmental Authority, including taxing authorities, except where the failure to file such reports, returns, registrations or statements would not constitute a Material Adverse Effect on the Company. As of their respective dates, each of such Company Filings (1) complied or will comply in all material respects with all laws and regulations enforced or promulgated by the Governmental Authority with which it was filed (or was amended so as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, be in compliance promptly following discovery of any such noncompliance) and (B2) did not and 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 therein, in light of the circumstances under which they were made, not misleading; and each . (ii) Each of the consolidated balance sheets contained in or incorporated by reference into any such SEC Document of Acquirer or any of its Subsidiaries, the Company Filings (including the related notes and schedules thereto, ) fairly presents and will fairly present the consolidated financial position of the entity or entities to which it relates Company and its subsidiaries as of its date, and each of the consolidated statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such SEC Documents of Acquirer or any of its Subsidiaries the Company Filings (including any related notes and schedules thereto) fairly presents and will fairly present the consolidated results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates Company and its subsidiaries for the periods to which they relate, in each case in accordance with GAAP GAAP, as applicable, consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the lack of complete footnote disclosure in the case of unaudited statements. (iii) Except as set forth in the Company Filings filed with the SEC (the "Company SEC Filings") between December 31, 2000 and the date hereof, since December 31, 2000, the Company and its subsidiaries have not incurred any liability other than in the ordinary course of business consistent with past practice (other than (A) liabilities with respect to expenses and charges related to this Agreement and the transactions contemplated hereby, (B) liabilities which are not required to be reflected in a balance sheet prepared in accordance with GAAP and (C) liabilities that, in the aggregate, are not material to the Company and its subsidiaries taken as a whole). (iv) Except as set forth in the Company SEC Filings filed between December 31, 2000 and the date hereof, since December 31, 2000, the Company and its subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding the incurrence of liabilities with respect to expenses and charges related to this Agreement and the transactions contemplated hereby) and no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events, constitutes a Material Adverse Effect on the Company.

Financial Reports and SEC Documents. (i) With respect to the periods since December 31, 1995, the Company and its Subsidiaries have filed all reports and statements, together with any amendments required to be made thereto, that were required to be filed with the SEC. (ii) The SEC Documents of Acquirer Company's Annual Reports on Form 10-K for the fiscal years ended December 31, 1996, 1997, and 1998, its Quarterly Reports on Form 10-Q for the periods ended March 31, 1999 and June 30, 1999 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its SubsidiariesSubsidiaries subsequent to December 31, 1995 under the Securities Act, or under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, the "Company SEC Documents"), with the SEC, as of the date filed: filed (or, with respect to a document filed prior to the date of this Agreement and amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing as so amended or superseded) (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, ; and (B) did not and 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 therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Company SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such Company SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relate, in each case in accordance with U.S. GAAP consistently applied during the periods involvedinvolved and Regulation S-X of the SEC, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. (iii) Since June 30, 1999, the Company has not incurred any liabilities (whether absolute, accrued, contingent or otherwise) that are of a nature that would be required to be disclosed on a balance sheet of the Company or the footnotes related thereto prepared in conformity with U.S. GAAP, except (x) liabilities as set forth in the Company SEC Documents filed prior to the date of this Agreement (the "Company Filed SEC Documents") and (y) other liabilities incurred in the ordinary course of business consistent with past practice, which do not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

Financial Reports and SEC Documents. The SEC Documents of Acquirer It or its predecessor has filed its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, and all other reports, registration statements, definitive proxy statements or information statements required to be filed by it or any of its SubsidiariesSubsidiaries subsequent to December 31, as 1994 under the Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the date Exchange Act (collectively, its "SEC Documents"), with the SEC, and all its SEC Documents filed with the SEC, in the form filed or to be filed: , (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and will fairly present the financial position of the entity or entities to which it such balance sheet relates as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it such statement relates for the periods to which they relateit relates, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Except as set forth in its SEC Documents, neither it nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto.

Financial Reports and SEC Documents. The SEC Documents of Acquirer With respect to the Holdings Parties, Holdings’, and with respect to the Partners Parties, Partners’, Annual Report on Form 10-K for the fiscal year ended December 31, 2009, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its SubsidiariesSubsidiaries subsequent to December 31, 2009 under the Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, “SEC Documents”), with the SEC as of the date filed: their respective dates (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 light of the circumstances under which they were made, not misleading; . The historical financial statements of Holdings and each its consolidated subsidiaries, with respect to the Holdings Parties, and of Partners and its consolidated subsidiaries, with respect to the balance sheets Partners Parties, contained in or incorporated by reference into any such SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto) (A) comply in all material respects with the applicable requirements under the Securities Act and the Exchange Act, fairly presents and will (B) fairly present the financial position of the entity or entities to which it relates as of its dateposition, and each of the statements of income and changes in shareholders' equity and cash flows or equivalent statements in such SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in shareholders' partners’ equity and changes in cash flows, as the case may be, of the entity or entities to which it relates they relate as of the dates or for the periods to which they such financial statements relate, in each case in accordance with GAAP U.S. generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. With respect to Holdings, to the Knowledge of Holdings as of the date hereof, there are no outstanding comments from, or unresolved issues raised by, the SEC, with respect to the SEC Documents of Energy Transfer Equity that have had, or the outcome of which may have, a Material Adverse Effect on Holdings. Notwithstanding anything to the contrary herein, no representation or warranty made by Holdings in this clause 5.2(g) applies to information or data furnished or supplied by or derived from Partners or any of its Subsudiaries.

Financial Reports and SEC Documents. The SEC Documents of Acquirer (i) ALBANK's Annual Reports on Form 10-K for the fiscal years ended December 31, 1995, 1996 and 1997, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its SubsidiariesSubsidiaries subsequent to December 31, 1995 under the Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, ALBANK's "SEC Documents") with the SEC, as of the date filed: , (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto) fairly presents, fairly presents and or will fairly present present, the financial position of the entity or entities to which it relates ALBANK and its Subsidiaries as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and presents, or will fairly present present, in all material respects, the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates ALBANK and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements. (ii) Except for liabilities incurred in connection with negotiation of and compliance with this Agreement and otherwise in connection with the transactions contemplated hereby, since December 31, 1997, XXXXXX xxx its Subsidiaries have not incurred any liability other than in the ordinary course of business consistent with past practice. (iii) Since December 31, 1997, (A) ALBANK and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding matters related to this Agreement and the transactions contemplated hereby) and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of Section V.3 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to ALBANK.

Financial Reports and SEC Documents. The SEC Documents of Acquirer Its Annual Report on Form 10-K for the fiscal year ended December 31, 1994, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiariessubsidiaries subsequent to December 31, 1994 under the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the "Securities Act"), or under Sections 13(a), 13(c), 14 and 15(d) of the date Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange Act"), in the form filed: , or to be filed (Acollectively, its "SEC Documents"), with the Securities and Exchange Commission (the "SEC") (i) complied or will comply as of the date of filing thereof in all material respects as to form with the applicable requirements under the Securities Exchange Act or the Exchange Act, as the case may be, and (Bii) did not and will not contain as of the date of filing thereof 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 light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, date and each of the statements of income and changes in shareholders' equity and cash flows or equivalent statements in such SEC Documents of Acquirer or any of its Subsidiaries report and documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateset forth therein, in each case in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal and recurring year-end audit adjustments in the case of unaudited statements. All material agreements, contracts and other documents required to be filed by it as exhibits to any SEC Document have been so filed.

Financial Reports and SEC Documents. The SEC Documents Each of Acquirer Virata and ----------------------------------- its Subsidiaries has filed all reports, prospectuses, forms, schedules, registration statements, proxy statements or any of its Subsidiariesinformation statements required to be filed by it since September 1, as 1999 under the Securities Act or under Sections 13(a), 13(c), 14 and 15(d) of the date filed: Exchange Act in the form filed with the SEC (Acollectively, the "Virata SEC Documents"). Each of the Virata SEC -------------------- Documents, including the Virata 2001 10-K and the Virata 10-Q, (i) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) as of its filing date (except as amended or supplemented prior to the date hereof), did not and 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 light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Virata SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such Virata SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. The SEC Documents Each of Acquirer Globespan ----------------------------------- and its Subsidiaries has filed all reports, prospectuses, forms, schedules, registration statements, proxy statements or any of its Subsidiariesinformation statements required to be filed by it since September 1, as 1999 under the Securities Act or under Sections 13(a), 13(c), 14 and 15(d) of the date filed: Exchange Act in the form filed with the SEC (Acollectively, the "Globespan SEC Documents"). ----------------------- Each of the Globespan SEC Documents, including the Globespan 2000 10-K and the Globespan 10-Q, (i) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) as of its filing date (except as amended or supplemented prior to the date hereof), did not and 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 light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Globespan SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such Globespan SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. The SEC Documents of Acquirer or any of its Subsidiaries, as Each of the date Company and its Subsidiaries has filed all reports, prospectuses, forms, schedules, registration statements, proxy statements or information statements required to be filed by it since October 26, 2000 under the Securities Act or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in the form filed: , or to be filed, with the SEC (Acollectively, the "COMPANY SEC DOCUMENTS"). Each of the Company SEC Documents, including the Company 2000 10-K and the Company 10-Q, (i) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) as of its filing date (except as amended or supplemented prior to the date hereof), did not and or 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 light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Company SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income operations and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such Company SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and or will fairly present the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. The SEC Documents of Acquirer (i) GreenPoint's Annual Report on Form 10-K for the fiscal year ended December 31, 1997, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its SubsidiariesSignificant Subsidiaries subsequent to December 31, 1996 under the Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, "SEC Documents") with the SEC, as of the date filed: , (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in the light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such GreenPoint SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto) fairly presents, fairly presents and or will fairly present present, the financial position of the entity or entities to which it relates GreenPoint and its consolidated Subsidiaries as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such GreenPoint SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and presents, or will fairly present present, the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates GreenPoint and its consolidated Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. (ii) GreenPoint and its Significant Subsidiaries have each timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since January 1, 1996 with any Regulatory Authorities or any SRO, and all other material reports and statements required to be filed by them since such date, including, without limitation, any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state regulatory authority or SRO and have paid all fees and assessments due and payable in connection therewith; all such reports and filings comply in all material respects with applicable requirements and do not contain any untrue or misleading statement of material fact or omit to make any statement of material fact required to be stated or necessary to make the statements therein not misleading.

Financial Reports and SEC Documents. The SEC Documents Absence of Acquirer Certain Changes or ------------------------------------------------------------------ Events. (i) Summit's Annual Report on Form 10-K for the fiscal years ended ------ December 31, 2005, 2006 and 2007, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its SubsidiariesSubsidiaries subsequent to December 31, 2004, under the Securities Act or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act in the form filed or to be filed (collectively "Summit's SEC Documents"), as of the date filed: , (A) as to form complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition of Summit contained in or incorporated by reference into any such of Summit's SEC Document of Acquirer or any of its Subsidiaries, Documents (including the related notes and schedules thereto) fairly presents, fairly presents and or will fairly present present, the financial position of the entity or entities to which it relates Summit and its Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholdersstockholders' equity and cash flows or equivalent statements of Summit in such any of Summit's SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and presents, or will fairly present present, the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates Summit and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, and subject to normal year-end audit adjustments in the case of unaudited statements. Summit's Disclosure Schedule lists, and upon request, Summit has delivered to GAFC, copies of the documentation creating or governing all securitization transactions and "off-balance sheet arrangements" (as defined in Item 303(c) of Regulation S-K) effected by Summit or its Subsidiaries, since December 31, 2007. Xxxxxx & Xxxxxx, which has expressed its opinion with respect to the financial statements of Summit and its Subsidiaries (including the related notes) included in the Summit SEC Documents is and has been throughout the periods covered by such financial statements (x) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act of 2002), (y) "independent" with respect to Summit within the meaning of Regulation S-Y, and Z in compliance with subsection (g) through (l) of Section 10A of the Exchange Act and the related rules of the SEC and the Public Accounting Oversight Board.

Financial Reports and SEC Documents. The All of its SEC Documents of Acquirer filed or to be filed by it or any of its Subsidiaries, as of Subsidiaries with the date filed: SEC (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholders' equity partners’ capital and cash flows or equivalent statements in such SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in shareholders' equity partners’ capital and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Except as and to the extent set forth on its balance sheet as of December 31, 2008, as of such date, neither it nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied.

Financial Reports and SEC Documents. The SEC Documents Each of Acquirer Buyer and its Subsidiaries has filed all reports, prospectuses, forms, schedules, registration statements, proxy statements or any of its Subsidiariesinformation statements required to be filed by it since July 17, as 2000 under the Securities Act or under Sections 13(a), 13(c), 14 and 15(d) of the date Exchange Act in the form filed: , or to be filed, with the SEC (Acollectively, the "BUYER SEC DOCUMENTS"). Each of the Buyer SEC Documents, including the Buyer 2000 10-K and the Buyer 10-Q, (i) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) as of its filing date (except as amended or supplemented prior to the date hereof), did not and or 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 light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Buyer SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income operations and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such Buyer SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and or will fairly present the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. The SEC Documents Absence of Acquirer Certain Changes --------------------------------------------------------------- or Events. (i) United's Annual Report on Form 10-K for the fiscal years ended --------- December 31, 1998, 1999 and 2000 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its SubsidiariesSubsidiaries subsequent to December 31, 1998, under the Securities Act or under Section 13(a), 13(c), 14 or 15(d) of the Exchange in the form filed or to be filed (collectively "United's SEC Documents"), as of the date filed: , (A) as to form complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition of United contained in or incorporated by reference into any such SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto) fairly presents, fairly presents and or will fairly present present, the financial position of the entity or entities to which it relates United and its Subsidiaries as of its date, and each of the statements of income or results of operations and changes in shareholdersstockholders' equity and cash flows or equivalent statements of United in such SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and presents, or will fairly present present, the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates United and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, and subject to normal year-end audit adjustments in the case of unaudited statements. (ii) Since March 31, 2001, United and its Subsidiaries have not incurred any liability other than in the ordinary course of business consistent with past practice. (iii) Since March 31, 2001, (A) United and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding matters related to this Agreement and the transactions contemplated hereby) and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of Section 6.04 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to United.

Financial Reports and SEC Documents. The SEC Documents of Acquirer (i) Signet's Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, 1995 and 1996, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its SubsidiariesSubsidiaries subsequent to December 31, 1994 under the Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, "SEC Documents") with the SEC, as of the date filed: , (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in the light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Signet SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto) fairly presents, fairly presents and or will fairly present present, the financial position of the entity or entities to which it relates Signet and its Subsidiaries as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such Signet SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and presents, or will fairly present present, the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates Signet and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. (ii) Since December 31, 1996, Signet and its Subsidiaries have not incurred any liability other than in the ordinary course of business consistent with past practice. (iii) Since December 31, 1996, (A) Signet and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding the incurrence of expenses related to this Plan and the transactions contemplated hereby) and (B) no event has occurred or fact or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of Section 5.03 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to Signet.

Financial Reports and SEC Documents. The SEC Documents of Acquirer Nortel's Annual Reports on Form 10-K for the fiscal years ended December 31, 1995, 1996 and 1997, its Quarterly Report on Form 10-Q for the period ended March 31, 1998, and all other reports or registration statements, filed or to be filed by it or any of its SubsidiariesSubsidiaries subsequent to December 31, 1995 under the Securities Act, or under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, the "Nortel SEC Documents"), with the SEC, as of the date filed: filed (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, ; and (B) did not and 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 therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Nortel SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such Nortel SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relate, in each case in accordance with Canadian GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. The books and records of Nortel and its Subsidiaries have been, and are being, maintained in all material respects in accordance with Canadian GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.

Financial Reports and SEC Documents. The SEC Documents of Acquirer With respect to the Xxxxxx Parties, Xxxxxx’x, and with respect to the Partners Parties, Partners’, Annual Report on Form 10-K for the fiscal year ended December 31, 2010, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its SubsidiariesSubsidiaries subsequent to December 31, 2010 under the Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, “SEC Documents”), with the SEC as of the date filed: their respective dates (A) complied i)complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 light of the circumstances under which they were made, not misleading; . The historical financial statements of Xxxxxx and each its consolidated subsidiaries, with respect to the Xxxxxx Parties, and of Partners and its consolidated subsidiaries, with respect to the balance sheets Partners Parties, contained in or incorporated by reference into any such SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto) (A) comply in all material respects with the applicable requirements under the Securities Act and the Exchange Act, fairly presents and will (B) fairly present the financial position of the entity or entities to which it relates as of its dateposition, and each of the statements of income and changes in shareholders' equity and cash flows or equivalent statements in such SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in shareholders' partners’ equity and changes in cash flows, as the case may be, of the entity or entities to which it relates they relate as of the dates or for the periods to which they such financial statements relate, in each case in accordance with GAAP U.S. generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. The SEC Documents Each of Acquirer Buyer and its Subsidiaries has filed all reports, prospectuses, forms, schedules, registration statements, proxy statements or any of its Subsidiariesinformation statements required to be filed by it since December 31, as 1996 under the Securities Act or under Sections 13(a), 13(c), 14 and 15(d) of the date filed: Exchange Act filed with the SEC (Acollectively, the "BUYER SEC DOCUMENTS"). Each of the Buyer SEC Documents, including the Buyer 2001 10-K (i) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) as of its filing date (except as amended or supplemented prior to the date hereof), and as of the date hereof as amended or supplemented prior to the date hereof (except to the extent superseded by information contained in another Buyer SEC Document), did not and or 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 light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Buyer SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income operations and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such Buyer SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. The SEC Documents of Acquirer (i) Masox'x Xxxual Reports on Form 10-K for the fiscal years ended December 31, 1994, 1995 and 1996, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its SubsidiariesSubsidiaries subsequent to December 31, 1994 under the Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, Masox'x "XXC Documents") with the SEC, as of the date filed: , (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto) fairly presents, fairly presents and or will fairly present present, the financial position of the entity or entities to which it relates Masox xxx its Subsidiaries as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and presents, or will fairly present present, the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates Masox xxx its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements. (ii) Since December 31, 1996, Masox xxx its Subsidiaries have not incurred any liability other than in the ordinary course of business consistent with past practice. (iii) Since December 31, 1996, (A) Masox xxx its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding matters related to this Agreement and the transactions contemplated hereby) and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of Section 5.03 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to Masox.

Financial Reports and SEC Documents. (i) The SEC Documents of Acquirer Burlington 2004 10-K and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by Burlington or any of its SubsidiariesSubsidiaries subsequent to December 31, as 2004 under the Securities Act or under Sections 13(a), 13(c), 14 and 15(d) of the date Exchange Act in the form filed: , or to be filed, with the SEC (Acollectively, the "BURLINGTON SEC DOCUMENTS"), (x) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (By) as of their respective filing dates (except as amended or supplemented prior to the date of this Agreement), (A) did not and or 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 light of the circumstances under which they were made, not misleading; and (B) each of the balance sheets contained in or incorporated by reference into any such Burlington SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such Burlington SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and or will fairly present the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. (ii) Except as set forth in Section 4.1(e)(ii) of the Burlington Disclosure Schedule, the records, systems, controls, data and information of Burlington and its respective Subsidiaries are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of Burlington or its Subsidiaries or accountants, except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect on the system of internal accounting controls described in the following sentence. Burlington and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that: (1) transactions are executed only in accordance with management's authorization; (2) transactions are recorded as necessary to permit preparation of the financial statements of Burlington and its Subsidiaries and to maintain accountability for the assets of Burlington and its Subsidiaries; (3) access to such assets is permitted only in accordance with management's authorization; and (4) the reporting of such assets is compared with existing assets at regular intervals. Each of Burlington and its Subsidiaries (1) has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to such entity and its Subsidiaries is made known to the management of such entity (or its general partner) by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Burlington SEC Documents, and (2) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to its auditors and the audit committee of its Board of Directors (A) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect its ability to record, process, summarize and report financial data and have disclosed to its auditors any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls. (iii) Since December 31, 2004, through the date hereof, to the knowledge of Burlington, (x) neither Burlington nor any of its Subsidiaries nor any director, officer, employee, auditor, accountant or representative of Burlington or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Burlington or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Burlington or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing Burlington or any of its Subsidiaries, whether or not employed by Burlington or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Burlington or any of its officers, directors, employees or agents to the Burlington Board of Directors or any committee thereof or to the General Counsel or Chief Executive Officer of Burlington. (iv) Burlington is in compliance in all material respects with the provisions of the Sarbanes-Oxley Act of 2002 (the "SARBANES-OXLEY ACT") that are applicaxxx xx Xxxxxxxton.

Financial Reports and SEC Documents. (i) The SEC Documents of Acquirer Burlington 2004 10-K and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by Burlington or any of its SubsidiariesSubsidiaries subsequent to December 31, as 2004 under the Securities Act or under Sections 13(a), 13(c), 14 and 15(d) of the date Exchange Act in the form filed: , or to be filed, with the SEC (Acollectively, the "Burlington SEC Documents"), (x) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (By) as of their respective filing dates (except as amended or supplemented prior to the date of this Agreement), (A) did not and or 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 light of the circumstances under which they were made, not misleading; and (B) each of the balance sheets contained in or incorporated by reference into any such Burlington SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such Burlington SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and or will fairly present the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. (ii) Except as set forth in Section 4.1(e)(ii) of the Burlington Disclosure Schedule, the records, systems, controls, data and information of Burlington and its respective Subsidiaries are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of Burlington or its Subsidiaries or accountants, except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect on the system of internal accounting controls described in the following sentence. Burlington and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that: (1) transactions are executed only in accordance with management's authorization; (2) transactions are recorded as necessary to permit preparation of the financial statements of Burlington and its Subsidiaries and to maintain accountability for the assets of Burlington and its Subsidiaries; (3) access to such assets is permitted only in accordance with management's authorization; and (4) the reporting of such assets is compared with existing assets at regular intervals. Each of Burlington and its Subsidiaries (1) has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to such entity and its Subsidiaries is made known to the management of such entity (or its general partner) by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Burlington SEC Documents, and (2) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to its auditors and the audit committee of its Board of Directors (A) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect its ability to record, process, summarize and report financial data and have disclosed to its auditors any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls. (iii) Since December 31, 2004, through the date hereof, to the knowledge of Burlington, (x) neither Burlington nor any of its Subsidiaries nor any director, officer, employee, auditor, accountant or representative of Burlington or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Burlington or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Burlington or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing Burlington or any of its Subsidiaries, whether or not employed by Burlington or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Burlington or any of its officers, directors, employees or agents to the Burlington Board of Directors or any committee thereof or to the General Counsel or Chief Executive Officer of Burlington. (iv) Burlington is in compliance in all material respects with the provisions of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") that arx xxxxxxxxxx xo Burlington.

Financial Reports and SEC Documents. The SEC Documents of Acquirer Conoco 2000 10-K and ----------------------------------- all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by Conoco or any of its SubsidiariesSubsidiaries subsequent to December 31, as 1999 under the Securities Act or under Sections 13(a), 13(c), 14 and 15(d) of the date Exchange Act in the form filed: , or to be filed, with the SEC (Acollectively, the "Conoco SEC Documents"), (i) complied or -------------------- will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) as of its filing date (except as amended or supplemented prior to the date of this Agreement), (A) did not and or 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 light of the circumstances under which they were made, not misleading; and (B) each of the balance sheets contained in or incorporated by reference into any such Conoco SEC Document of Acquirer or any of its Subsidiaries, (including the related notes and schedules thereto, ) fairly presents and or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such Conoco SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and or will fairly present the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements; provided that, with respect to Gulf or GIRL only, in no event shall -------- any non-compliance as to form, untrue statements, omissions or failures of the balance sheets or financial statements to fairly present the financial position be deemed material unless such non-compliance, untrue statements, omissions or failures would, in the aggregate, be material with respect to Conoco and its Subsidiaries taken as a whole.

Financial Reports and SEC Documents. Seller registered its Common Stock pursuant to Section 12(g) of the Exchange Act in 1999. The Annual Report on Form 10-K for the fiscal year ended December 31, 1999, the Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed subsequent to December 31, 1999 under the Securities Act or under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed or to be filed with the SEC Documents (collectively, the "SEC Documents"), of Acquirer Seller or any of its Subsidiaries, as of the date filed: filed (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document of Acquirer Seller or any of its Subsidiaries, including the related notes and schedules thereto, fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholders' equity and cash flows or equivalent statements in such SEC Documents of Acquirer Seller or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.