Common use of Financial Statements; SEC Reports Clause in Contracts

Financial Statements; SEC Reports. (a) The audited consolidated balance sheet of ASFC and its Subsidiaries as of December 31, 1995 and December 31, 1996 and the related consolidated statements of income and cash flows for each of the years ended December 31, 1995 and December 31, 1996 and the unaudited consolidated balance sheet of ASFC and its Subsidiaries as of March 31, 1997 (the "Unaudited March Balance Sheet") and the related consolidated statement of income for the three months ended March 31, 1997, respectively, previously delivered to Buyer, present fairly, in all material respects, the consolidated financial position of ASFC and its Subsidiaries as of the dates thereof and the consolidated results of operations of ASFC and its Subsidiaries for the periods then ended in conformity with GAAP consistently applied (subject to normal year-end adjustments in the case of the unaudited interim financial statements). (b) The audited balance sheets of ASFC and the Subsidiaries as of December 31, 1996, and the related statements of operations and statements of cash flows for the year then ended, and their respective annual statements for the fiscal year ended December 31, 1996 (the "Annual Statements") filed with the insurance regulatory authorities in their respective jurisdictions of domicile (collectively, the "Regulators"), copies of which have been delivered to Buyer, fairly present in all material respects their respective statutory financial conditions as of such date and the results of their respective operations for the year then ended in conformity with SAP. The other information contained in the Annual Statements fairly presents in all material respects the information required to be contained therein in conformity with SAP. The balance sheets of ASFC and its Subsidiaries in respect of any period ending after December 31, 1996, and the related statements of operations and statements of cash flows, which have been filed with Regulators, copies of which have been delivered to Buyer, fairly present in all material respects their respective statutory financial conditions as of such date and the results of their respective operations for the period then ended in conformity with SAP consistently applied. (c) As of the date of the latest filing of an SEC Report, the SEC Reports taken as a whole, including but not limited to any financial statements or schedules included therein, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, it being understood that for purposes of this subparagraph (c) "material" is to be assessed in the context of ASFC and all of its Subsidiaries taken as a whole.

Financial Statements; SEC Reports. (a) The Buyer's periodic filings with the SEC include complete copies of Buyer's audited consolidated financial statements consisting of balance sheet sheets of ASFC and its Subsidiaries Buyer as of December 31, 1995 1998, 1999 and December 31, 1996 2000 and the related consolidated statements of income income, changes in stockholders' equity and cash flows together with related notes for the years then ended (collectively, "Buyer Annual Financial Statements"), complete copies of Buyer's unaudited consolidated financial statements consisting of a balance sheet of Buyer as of the nine months ended September 30, 2001 and the related statements of income, changes in stockholders' equity, and cash flows for the period then ended (collectively, "Buyer Interim Financial Statements"). Buyer Annual Financial Statements and Buyer Interim Financial Statements shall collectively be referred to as "Buyer Financial Statements." Buyer Financial Statements have been prepared from the applicable books and records of Buyer in accordance with GAAP, consistently applied (except, in the case of Buyer Interim Financial Statements, as permitted by the rules related to the preparation of a Quarterly Report on Form 10-Q) during the related periods and comply in all material respects with applicable rules and regulations of the Commission. The balance sheets contained in each of Buyer Financial Statements fairly present, in all material respects, the years ended December 31, 1995 and December 31, 1996 and the unaudited consolidated balance sheet financial condition of ASFC and its Subsidiaries Buyer as of March 31the respective periods set forth therein, 1997 (the "Unaudited March Balance Sheet") and the related consolidated each income statement, statement of income for the three months ended March 31, 1997, respectively, previously delivered to Buyer, present fairlyshareholders' equity and statement of cash flow included in each of Buyer Financial Statements fairly presents, in all material respects, the consolidated financial position of ASFC and its Subsidiaries as of the dates thereof and the consolidated results of operations operations, shareholders' equity and cash flows, respectively, of ASFC and its Subsidiaries Buyer for the respective periods then ended in conformity set forth therein except as described below. Buyer Annual Financial Statements have been audited by PriceWaterhouseCoopers and include the unqualified opinion of such firm. Buyer has timely filed all documents and reports that it is required to file with GAAP consistently applied (subject to normal year-end adjustments in the case of the unaudited interim financial statements). (b) The audited balance sheets of ASFC and the Subsidiaries as of SEC since December 31, 1996, and the related statements of operations and statements of cash flows for the year then ended, and their respective annual statements for the fiscal year ended December 31, 1996 1998 (the "Annual StatementsBuyer SEC Documents") filed with the insurance regulatory authorities in ). As of their respective jurisdictions of domicile (collectivelydate, the "Regulators"), copies of which have been delivered to Buyer, fairly present Buyer SEC documents complied in all material respects their respective statutory financial conditions as with the requirements of such date the Securities Act and the results Securities Exchange Act of their respective operations for 1934, as amended (the year then ended in conformity with SAP. The other information contained in "Exchange Act"), as applicable, and, at the Annual Statements fairly presents in all material respects the information required to be contained therein in conformity with SAP. The balance sheets of ASFC times they were filed (and its Subsidiaries in respect of any period ending after December 31, 1996, and the related statements of operations and statements of cash flows, which have been filed with Regulators, copies of which have been delivered to Buyer, fairly present in all material respects their respective statutory financial conditions as of such date and the results of their respective operations for the period then ended in conformity with SAP consistently applied. (c) As of amended through the date of the latest filing this Agreement), none of an Buyer SEC Report, the SEC Reports taken as a whole, including but not limited to any financial statements Documents contained or schedules included therein, did not contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, it being understood that for purposes of this subparagraph (c) "material" is to be assessed in the context of ASFC and all of its Subsidiaries taken as a whole.

Financial Statements; SEC Reports. Furnish or cause to be furnished to the Administrative Agent and to each of the Lenders directly: (a1) The audited Within ninety (90) days after the last day of each fiscal year of American Vanguard, Form 10K as filed by American Vanguard with the Securities and Exchange Commission for such year together with consolidated balance sheet statements of ASFC income, stockholders’ equity and statements of cash flows of American Vanguard and its Subsidiaries as of December 31, 1995 and December 31, 1996 for such year and the related consolidated statements balance sheets of income and cash flows for each of the years ended December 31, 1995 and December 31, 1996 and the unaudited consolidated balance sheet of ASFC and its Subsidiaries as of March 31, 1997 (the "Unaudited March Balance Sheet") and the related consolidated statement of income for the three months ended March 31, 1997, respectively, previously delivered to Buyer, present fairly, in all material respects, the consolidated financial position of ASFC American Vanguard and its Subsidiaries as of the dates thereof end of such fiscal year presented fairly in accordance with GAAP and accompanied by an unqualified report of a firm of independent certified public accountants acceptable to the Administrative Agent and, upon issuance, a copy of any management letter issued in connection therewith by such certified public accountants; (2) Within forty-five (45) days after the end of each of the first three fiscal quarters of American Vanguard (and within ninety (90) days after the last fiscal quarter in each fiscal year) consolidated results and consolidating statements of operations of ASFC income, stockholders’ equity and cash flows for American Vanguard and its Subsidiaries for the periods then period just ended together with the related balance sheet of American Vanguard and its Subsidiaries as of the end of such period prepared by American Vanguard, together with a certificate of the chief financial officer of American Vanguard stating to the best of his (her)knowledge and belief that such financial statements are presented in conformity accordance with GAAP consistently applied (GAAP, subject to normal year end adjustments; (3) Within forty-five (45) days after the end of each fiscal quarter except for fiscal quarters ending in December, the Form 10-Q of American Vanguard as filed with the Securities and Exchange Commission, (4) Within one hundred and twenty (120) days after the end of each fiscal year, a company-end adjustments prepared budget for the then current year in form and detail satisfactory to the case of the unaudited interim financial statements)Administrative Agent. (b5) The audited balance sheets of ASFC and the Subsidiaries as of December 31, 1996, and the related statements of operations and statements of cash flows for the year then ended, and their respective annual statements for the fiscal year ended December 31, 1996 (the "Annual Statements") filed Concurrently with the insurance regulatory authorities delivery of the financial statements referred to in their respective jurisdictions subparagraphs (1) and (2) above, a Compliance Certificate of domicile (collectivelythe chief financial officer of the Borrower, demonstrating in detail satisfactory to the "Regulators"), copies of which have been delivered to Buyer, fairly present Administrative Agent the Borrower’s compliance with the financial covenants set forth in all material respects their respective statutory financial conditions Paragraphs 10(h) and 10(i) below at and as of such date and the results of their respective operations for the year then ended in conformity with SAP. The other information contained in the Annual Statements fairly presents in all material respects the information required to be contained therein in conformity with SAP. The balance sheets of ASFC and its Subsidiaries in respect of any period ending after December 31, 1996, and the related statements of operations and statements of cash flows, which have been filed with Regulators, copies of which have been delivered to Buyer, fairly present in all material respects their respective statutory financial conditions as of such date and the results of their respective operations for the period then ended in conformity with SAP consistently applied. (c) As of the date of the latest filing of an SEC Report, the SEC Reports taken as a whole, including but not limited to any such financial statements or schedules included therein, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, it being understood that for purposes of this subparagraph (c) "material" is to be assessed in the context of ASFC and all of its Subsidiaries taken as a wholestatements.

Financial Statements; SEC Reports. (a) The audited consolidated balance sheet of ASFC Since January 1, 1997, the Seller has filed all required reports, schedules, forms, statements and its Subsidiaries as of December 31, 1995 other documents (including exhibits and December 31, 1996 all other information incorporated therein) with the Securities and the related consolidated statements of income and cash flows for each of the years ended December 31, 1995 and December 31, 1996 and the unaudited consolidated balance sheet of ASFC and its Subsidiaries as of March 31, 1997 Exchange Commission (the "Unaudited March Balance SheetSEC") and the related consolidated statement ). As of income for the three months ended March 31, 1997, respectively, previously delivered to Buyer, present fairly, in all material respects, the consolidated financial position of ASFC and its Subsidiaries as of the dates thereof and the consolidated results of operations of ASFC and its Subsidiaries for the periods then ended in conformity with GAAP consistently applied (subject to normal year-end adjustments in the case of the unaudited interim financial statements). (b) The audited balance sheets of ASFC and the Subsidiaries as of December 31, 1996, and the related statements of operations and statements of cash flows for the year then ended, and their respective annual statements for the fiscal year ended December 31dates, 1996 such documents (the "Annual StatementsSeller SEC Documents") filed with the insurance regulatory authorities in their respective jurisdictions of domicile (collectively, the "Regulators"), copies of which have been delivered to Buyer, fairly present complied in all material respects their respective statutory financial conditions with the applicable requirements of the Securities Act of 1933, as of such date and the results of their respective operations for the year then ended in conformity with SAP. The other information contained in the Annual Statements fairly presents in all material respects the information required to be contained therein in conformity with SAP. The balance sheets of ASFC and its Subsidiaries in respect of any period ending after December 31, 1996amended, and the related statements Securities Exchange Act of operations and statements of cash flows1934, which have been filed with Regulatorsas amended, copies of which have been delivered to Buyer, fairly present in all material respects their respective statutory financial conditions as of such date and the results of their respective operations for the period then ended in conformity with SAP consistently applied. (c) As rules of the date of the latest filing of an SEC Reportapplicable to such Seller SEC Documents, the and no Seller SEC Reports taken as a whole, including but not limited to any financial statements or schedules included therein, did not contain Document when filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Attached hereto as Appendix I is a draft of the Seller's financial statements for the year ended December 31, it being understood that 1998 (the "1998 Financial Statements"). The 1998 Financial Statements include a balance sheet of the Seller and its consolidated subsidiaries as of December 31, 1998 (the "1998 Balance Sheet"), together with related statements of operations, changes in shareholder's equity and cash flows of the Seller and its consolidated subsidiaries (and notes thereto) for purposes such period. The 1998 Financial Statements fairly present, and the Seller's audited 1998 financial statements as filed with the SEC will fairly present, in all material respects the consolidated financial position and the consolidated results of this subparagraph operations and cash flows of the Seller and its consolidated subsidiaries for the period therein identified in conformity with GAAP (except as may be indicated in the notes thereto). (c) "material" is Except for (i) liabilities or obligations incurred by the Seller or its consolidated subsidiaries in the ordinary course of business and not required by GAAP to be assessed set forth on the 1998 Balance Sheet (all material known items of which are described in Section 4.06(c) of the Disclosure Schedule) and (ii) liabilities of and obligations incurred by the Seller and the consolidated subsidiaries in the context ordinary course of ASFC business since December 31, 1998 (none of which known items could reasonably be expected to cause a Material Adverse Effect on the Business), there is no material liability or obligation (whether absolute, accrued or contingent) that is not set forth on the 1998 Balance Sheet. (d) The Seller has previously delivered to the Purchaser copies of the Seller's internally prepared accounting reports for January 1999, and all will deliver such reports for February 1999 when available (such reports collectively, the "Internal Reports"). The statements of income for the months ended January 31 and February 28, 1999 and the balance sheets as of January 31 and February 28, 1999 included in the Internal Reports were or will be prepared consistently with the 1998 Financial Statements in accordance with GAAP as appropriate for the preparation of interim reports of that type. (e) Since December 31, 1998 there has been no Material Adverse Change in the operations, business or financial condition of the Business (other than as a result of changes in general economic, political or industry conditions including, without limitation, rises and falls in interest rates and/or prepayment rates or forecasts or changes due to military action or war). Since December 31, 1998, except as identified on Section 4.06(e) of the Disclosure Schedule, there has been no action taken by the Seller or any of its Subsidiaries taken as a wholeof the type described in Section 10.04(a).

Financial Statements; SEC Reports. (a) The audited consolidated Seller has delivered to Purchaser copies of (i) Seller's unaudited balance sheet of ASFC and its Subsidiaries sheets pertaining to the Business as of December 31, 1995 and December 31, 1996 and the related consolidated statements of income and cash flows for each of the years ended December 31, 1995 and December 31, 1996 and the unaudited consolidated balance sheet of ASFC and its Subsidiaries as of March 31, 1997 1999 (the "Unaudited March Interim Balance Sheet") and the related consolidated statement of income operations pertaining to the Business for the three months year then ended March 31, 1997, respectively, previously delivered to Buyer, present fairly, in all material respects(collectively, the consolidated "Business Financial Statements"). The Business Financial Statements have been prepared in accordance with GAAP, and present fairly the financial position of ASFC and its Subsidiaries the Business as of the their respective dates thereof and the consolidated results of operations and changes in financial position of ASFC and its Subsidiaries the Business for the periods then ended in conformity with GAAP consistently applied (subject to normal year-end adjustments in the case of indicated, except that the unaudited interim financial statements)Business Financial Statements do not contain all footnotes and other information required by GAAP. (b) The audited balance sheets There is no debt, liability, or obligation of ASFC any nature, whether accrued, absolute, contingent, or otherwise, and whether due or to become due, that is not reflected or reserved against in the Subsidiaries as of Business Financial Statements except for those (i) that have been incurred after December 31, 19961999 or (ii) that are not required by GAAP to be included in a balance sheet or the notes thereto. All debts, liabilities, and obligations incurred by the related statements of operations and statements of cash flows for the year then ended, and their respective annual statements for the fiscal year ended Business after December 31, 1996 1999 were incurred in the ordinary course of business. The Business Financial Statements in accordance with GAAP reflect all costs and expenses incurred in the operation of the Business. (c) Seller has made available to Parent or its counsel through XXXXX a true and complete copy of each statement, report, registration statement (with the "Annual Statements"prospectus in the form filed pursuant to Rule 424(b) of the Securities Act), definitive proxy statement, and other filing filed with the insurance regulatory authorities in their respective jurisdictions SEC by Seller since January 1, 1997, and, prior to the Closing, Seller will have made available to Parent or its counsel through XXXXX true and complete copies of domicile any additional documents filed with the SEC by Seller prior to the Closing (collectively, the "RegulatorsSeller SEC Documents"). In addition, copies of Seller has made available to Parent all exhibits to the Seller SEC Documents filed prior to the date hereof which are (i) requested by Parent and (ii) are not available in complete form through XXXXX ("Requested Confidential Exhibits") and will promptly make available to Parent all Requested Confidential Exhibits to any additional Seller SEC Documents filed prior to the Closing. All documents required to be filed as exhibits to the Parent SEC Documents have been so filed, and all material contracts so filed as exhibits are in full force and effect, except those which have been delivered to Buyerexpired in accordance with their terms, fairly present and neither Seller nor any of its subsidiaries is in all material respects their respective statutory financial conditions as of such date and the results default thereunder. As of their respective operations for the year then ended in conformity with SAP. The other information contained in the Annual Statements fairly presents in all material respects the information required to be contained therein in conformity with SAP. The balance sheets of ASFC and its Subsidiaries in respect of any period ending after December 31filing dates, 1996, and the related statements of operations and statements of cash flows, which have been filed with Regulators, copies of which have been delivered to Buyer, fairly present in all material respects their respective statutory financial conditions as of such date and the results of their respective operations for the period then ended in conformity with SAP consistently applied. (c) As none of the date of the latest filing of an Seller SEC Report, the SEC Reports taken as a whole, including but not limited to any financial statements or schedules included therein, did not contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading, it being understood that for purposes except to the extent corrected by a subsequently filed Seller SEC Document prior to the date hereof. The financial statements of this subparagraph (c) "material" is to be assessed Seller, including the notes thereto, included in the context Seller SEC Documents (the "Seller Financial Statements"), complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of ASFC the SEC with respect thereto as of their respective dates, and all have been prepared in accordance with generally accepted accounting principles applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto or, in the case of unaudited statements included in Quarterly Reports on Form 10-Qs, as permitted by Form 10-Q of the SEC). The Seller Financial Statements fairly present the consolidated financial condition and operating results of Seller and its Subsidiaries taken subsidiaries at the dates and during the periods indicated therein (subject, in the case of unaudited statements, to normal, recurring year-end adjustments). There has been no change in Seller accounting policies except as a wholedescribed in the notes to the Seller Financial Statements.

Financial Statements; SEC Reports. (a) The audited consolidated balance sheet of ASFC Since January 1, 1997, the Seller has filed all required reports, schedules, forms, statements and its Subsidiaries as of December 31, 1995 other documents (including exhibits and December 31, 1996 all other information incorporated therein) with the Securities and the related consolidated statements of income and cash flows for each of the years ended December 31, 1995 and December 31, 1996 and the unaudited consolidated balance sheet of ASFC and its Subsidiaries as of March 31, 1997 Exchange Commission (the "Unaudited March Balance SheetSEC") and the related consolidated statement ). As of income for the three months ended March 31, 1997, respectively, previously delivered to Buyer, present fairly, in all material respects, the consolidated financial position of ASFC and its Subsidiaries as of the dates thereof and the consolidated results of operations of ASFC and its Subsidiaries for the periods then ended in conformity with GAAP consistently applied (subject to normal year-end adjustments in the case of the unaudited interim financial statements). (b) The audited balance sheets of ASFC and the Subsidiaries as of December 31, 1996, and the related statements of operations and statements of cash flows for the year then ended, and their respective annual statements for the fiscal year ended December 31dates, 1996 such documents (the "Annual StatementsSeller SEC Documents") filed with the insurance regulatory authorities in their respective jurisdictions of domicile (collectively, the "Regulators"), copies of which have been delivered to Buyer, fairly present complied in all material respects their respective statutory financial conditions with the applicable requirements of the Securities Act of 1933, as of such date and the results of their respective operations for the year then ended in conformity with SAP. The other information contained in the Annual Statements fairly presents in all material respects the information required to be contained therein in conformity with SAP. The balance sheets of ASFC and its Subsidiaries in respect of any period ending after December 31, 1996amended, and the related statements Securities Exchange Act of operations and statements of cash flows1934, which have been filed with Regulatorsas amended, copies of which have been delivered to Buyer, fairly present in all material respects their respective statutory financial conditions as of such date and the results of their respective operations for the period then ended in conformity with SAP consistently applied. (c) As rules of the date of the latest filing of an SEC Reportapplicable to such Seller SEC Documents, the and no Seller SEC Reports taken as a whole, including but not limited to any financial statements or schedules included therein, did not contain Document when filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Attached hereto as Appendix I is a draft of the Seller's financial statements for the year ended December 31, it being understood that 1998 (the "1998 Financial Statements"). The 1998 Financial Statements include a balance sheet of the Seller and its consolidated subsidiaries as of December 31, 1998 (the "1998 Balance Sheet"), together with related statements of operations, changes in shareholder's equity and cash flows of the Seller and its consolidated subsidiaries (and notes thereto) for purposes such period. The 1998 Financial Statements fairly present, and the Seller's audited 1998 financial statements as filed with the SEC will fairly present, in all material respects the consolidated financial position and the consolidated results of this subparagraph operations and cash flows of the Seller and its consolidated subsidiaries for the period therein identified in conformity with GAAP (except as may be indicated in the notes thereto). (c) "material" is Except for (i) liabilities or obligations incurred by the Seller or its consolidated subsidiaries in the ordinary course of business and not required by GAAP to be assessed set forth on the 1998 Balance Sheet (all material known items of which are described in Section 4.06(c) of the Disclosure Schedule) and (ii) liabilities of and obligations incurred by the Seller and the consolidated subsidiaries in the context ordinary course of ASFC business since December 31, 1998 (none of which known items could reasonably be expected to cause a Material Adverse Effect on the Business), there is no material liability or obligation (whether absolute, accrued or contingent) that is not set forth on the 1998 Balance Sheet. (d) The Seller has previously delivered to the Purchaser copies of the Seller's internally prepared accounting reports for January 1999, and all will deliver such reports for February 1999 when available (such reports collectively, the "Internal Reports"). The statements of its Subsidiaries taken income for the months ended January 31 and February 28, 1999 and the balance sheets as of January 31 and February 28, 1999 included in the Internal Reports were or will be prepared consistently with the 1998 Financial Statements in accordance with GAAP as appropriate for the preparation of interim reports of that type. (e) Since December 31, 1998 there has been no Material Adverse Change in the operations, business or financial condition of the Business (other than as a whole.result of changes in general economic, political or industry conditions including, without limitation, rises and falls in interest rates and/or prepayment rates or forecasts or changes due to military action or war). Since

Financial Statements; SEC Reports. (a) The Attached hereto as Schedule C are the following financial statements (collectively the "Financial Statements"): (i) audited consolidated balance sheet of ASFC and its Subsidiaries as of December 31, 1995 and December 31, 1996 and the related consolidated statements of income income, changes in stockholders' equity and cash flows as of and for each of the fiscal years ended December 31, 1995 2002, 2003 and December 312004, 1996 including the notes thereto (the "Annual Audited Financial Statements") for the Company and the its Subsidiaries; and (ii) unaudited consolidated balance sheet and statements of ASFC income, changes in stockholders' equity and its Subsidiaries as of March 31, 1997 cash flows (the "Unaudited March Balance SheetMost Recent Financial Statements") as of and the related consolidated statement of income for the three nine (9) months ended March 31September 30, 19972005 (the "Most Recent Fiscal Month End") for the Company and its Subsidiaries. The Financial Statements (including the notes contained in the Annual Audited Financial Statements) are true, respectivelycorrect and complete, previously delivered to Buyerhave been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as otherwise noted therein), and present fairly, in all material respects, the consolidated financial position condition of ASFC the Company and its Subsidiaries as of the such dates thereof and the consolidated results of operations of ASFC the Company and its Subsidiaries for such periods, and are consistent with the periods then ended in conformity with GAAP consistently applied books and records of the Company and its Subsidiaries (which books and records are correct and complete); provided, however, that the Most Recent Financial Statements are subject to normal and recurring year-end adjustments (which, to the Knowledge of the Seller and the Company as of the date hereof, will not be material individually or in the case aggregate) and to the absence of the unaudited interim financial statements)footnote disclosure. (b) The audited balance sheets Section 4.7(b) of ASFC the Disclosure Schedule lists, and the Seller and the Company have made available to the Buyer 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 of the SEC) effected by the Company or its Subsidiaries as of since December 31, 19962003. (c) The Company and its Subsidiaries have filed all forms, reports, schedules, statements and the related statements documents required to be filed by any of operations and statements of cash flows for the year then ended, and their respective annual statements for the fiscal year ended December 31, 1996 (the "Annual Statements") filed them with the insurance regulatory authorities in their respective jurisdictions of domicile SEC since January 1, 2003 (collectively, the "RegulatorsCompany SEC Reports")) pursuant to the federal securities laws and the regulations of the SEC promulgated thereunder, copies of which and all Company SEC Reports have been delivered to Buyer, fairly present filed in all material respects their respective statutory financial conditions on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of such date and the results of their respective operations for the year then ended in conformity with SAP. The other information contained in the Annual Statements fairly presents filing dates or dates of amendment in all material respects respects, with the information required to be contained therein in conformity with SAP. The balance sheets applicable requirements of ASFC and its Subsidiaries in respect of any period ending after December 31the Exchange Act, 1996the Securities Act, SOXA and the related statements of operations rules and statements of cash flowsregulations promulgated thereunder and did not at the time they were filed (or if amended or superseded by a filing prior to the date hereof, which have been filed with Regulators, copies of which have been delivered to Buyer, fairly present in all material respects their respective statutory financial conditions as of such date and the results of their respective operations for the period then ended in conformity with SAP consistently applied. (c) As of on the date of the latest filing of an SEC Report, the SEC Reports taken as a whole, including but not limited to any financial statements or schedules included therein, did not such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, it being understood that for purposes of this subparagraph (c) "material" is to be assessed in the context of ASFC and all of its Subsidiaries taken as a whole.

Financial Statements; SEC Reports. (a) The audited consolidated balance sheet financial statements of ASFC BancorpSouth and its Subsidiaries as of December 31subsidiaries (the "BancorpSouth Financial Statements"), 1995 and December 31, 1996 and the related including consolidated statements of income condition, statements of earnings, changes in shareholders' equity and cash flows for each of and related notes, included in the years ended December 31, 1995 and December 31, 1996 and the unaudited consolidated balance sheet of ASFC and its Subsidiaries BancorpSouth SEC Reports (as of March 31, 1997 (the "Unaudited March Balance Sheet"defined in this section below) and the related consolidated statement of income for the three months ended March 31, 1997, respectively, previously delivered to Buyer, fairly present fairly, in all material respects, the consolidated financial position of ASFC BancorpSouth and its Subsidiaries as of the dates thereof respective date thereof, and the consolidated results of operations of ASFC and its Subsidiaries for the periods then ended in conformity with GAAP consistently applied fairly present (subject to normal year-end adjustments subject, in the case of the unaudited interim statements, to recurring audit adjustments normal in nature and amount) the results of the consolidated operations and consolidated financial position of BancorpSouth and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such BancorpSouth Financial Statements (including the related notes, where applicable) complies with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such BancorpSouth Financial Statements (including the related notes, where applicable) has been prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements), as permitted by SEC Form 10-Q. The books and records of BancorpSouth and its Subsidiaries have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements. (b) The audited balance sheets of ASFC and the Subsidiaries as of December 31, 1996, and the related statements of operations and statements of cash flows for the year then ended, and their respective annual statements BancorpSouth's Annual Reports on Form 10-K for the fiscal year years ended December 31, 1996 (2000, 1999 and 1998, and all other reports, registration statements, definitive proxy statements or information statements filed by BancorpSouth or any of its Subsidiaries subsequent to December 31, 2000 under the "Annual Statements"Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, or under the securities regulations of the SEC, in the form filed with the insurance regulatory authorities in their respective jurisdictions of domicile (collectively, the "RegulatorsBancorpSouth SEC Reports")) with the SEC as of the date filed, copies of which have been delivered to Buyer, fairly present (i) complied in all material respects their respective statutory financial conditions as of such date and to form with the results of their respective operations for applicable requirements under the year then ended in conformity with SAP. The other information contained in Securities Act or the Annual Statements fairly presents in all material respects Exchange Act, as the information required to be contained therein in conformity with SAP. The balance sheets of ASFC and its Subsidiaries in respect of any period ending after December 31, 1996case may be, and the related statements of operations and statements of cash flows, which have been filed with Regulators, copies of which have been delivered to Buyer, fairly present in all material respects their respective statutory financial conditions as of such date and the results of their respective operations for the period then ended in conformity with SAP consistently applied. (cii) As of the date of the latest filing of an SEC Report, the SEC Reports taken as a whole, including but not limited to any financial statements or schedules included therein, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, it being understood that for purposes of this subparagraph (c) "material" is . BancorpSouth has timely filed all BancorpSouth SEC Reports and other documents required to be assessed in filed by it under the context Securities Act and the Exchange Act, and, as of ASFC their respective dates, all BancorpSouth SEC Reports complied with the published rules and all regulations of its Subsidiaries taken as a wholethe SEC with respect thereto.

Financial Statements; SEC Reports. The consolidated financial statements, financial statement schedules and notes to such financial statements and schedules of Loraca (a) The audited consolidated balance sheet of ASFC and its Subsidiaries as of December 31, 1995 and December 31, 1996 and the related consolidated statements of income and cash flows for each of the years ended December 31, 1995 and December 31, 1996 and the unaudited consolidated balance sheet of ASFC and its Subsidiaries as of March 31, 1997 (the "Unaudited March Balance SheetLoraca Financial Statements") and the related consolidated statement of income for the three months ended March 31, 1997, respectively, previously delivered to Buyer, present fairly, contained in all material respects, the consolidated financial position of ASFC and its Subsidiaries as of the dates thereof and the consolidated results of operations of ASFC and its Subsidiaries for the periods then ended in conformity with GAAP consistently applied (subject to normal yearLoraca's Annual Report on Form 10-end adjustments in the case of the unaudited interim financial statements). (b) The audited balance sheets of ASFC and the Subsidiaries as of December 31, 1996, and the related statements of operations and statements of cash flows for the year then ended, and their respective annual statements K for the fiscal year ended December 3131 1999, 1996 (the "Annual Statements") as filed with the insurance regulatory authorities in their respective jurisdictions of domicile SEC (collectively, "Loraca Form 10-K") and Loraca's Quarterly Reports on Form 10-Q as filed with the "Regulators"), copies of which have been delivered to Buyer, fairly present in all material respects their respective statutory financial conditions as of such date and the results of their respective operations for the year then ended in conformity with SAP. The other information contained in the Annual Statements fairly presents in all material respects the information required to be contained therein in conformity with SAP. The balance sheets of ASFC and its Subsidiaries in respect of any period ending SEC after December 31, 19961999 ("Loraca Form 10-Q's") are, in each case, true, complete and correct and were prepared in accordance with generally accepted accounting principles applied on a consistent basis except as noted therein, and fairly present the related statements information purported to be shown therein. All Loraca Financial Statements have been prepared from the books and records of operations Loraca and statements of cash flowsits Subsidiaries, which accurately and fairly reflect the transactions and dispositions of the assets of Loraca and its Subsidiaries. Neither Loraca nor any of its Subsidiaries had any liabilities, contingent or otherwise, whether due or to become due, known or unknown, other than as indicated on the latest balance sheets ("Latest Loraca Balance Sheet") included in the Loraca Financial Statements. Loraca and its Subsidiaries have adequately funded all accrued employee benefit costs and such funding is reflected in the balance sheets included in the Loraca Financial Statements. Each of Loraca's Form 10-K, Loraca's Form 10-Q's, and Loraca's other public filings with the SEC, including Loraca's Current Reports on Form 8-K as filed with the SEC after December 31, 1999 ("Loraca Form 8-K Reports") and Loraca's definitive proxy statements as filed with the SEC after December 31, 1999 (collectively referred to as the "Loraca Filings") have been filed prepared in accordance and in compliance with Regulators, copies of which have been delivered to Buyer, fairly present in all material respects their respective statutory financial conditions as of such date the rules and the results of their respective operations for the period then ended in conformity with SAP consistently applied. (c) As regulations of the date of the latest filing of an SEC Report, the SEC Reports taken as a whole, including but not limited to any financial statements or schedules included therein, did and do not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, contained therein not misleading. Loraca has filed with the SEC as exhibits to the Loraca Filings all agreements, it being understood that for purposes of this subparagraph (c) "material" is contracts and other documents or instruments required to be assessed in so filed, and such exhibits are correct and complete copies of such agreements, contracts and other documents or instruments. Loraca has filed all forms, reports and other documents that it is required to file with the context of ASFC and all of its Subsidiaries taken as a wholeSEC.

Financial Statements; SEC Reports. (a) The audited consolidated balance sheet of ASFC and its Subsidiaries as of December 31, 1995 and December 31, 1996 and the related consolidated statements of income and cash flows for each of the years ended December 31, 1995 and December 31, 1996 and the unaudited consolidated balance sheet of ASFC and its Subsidiaries as of March 31, 1997 (the "Unaudited March Balance Sheet") and the related consolidated statement of income for the three months ended March 31, 1997, respectively, previously delivered to Buyer, present fairly, in all material respects, the consolidated financial position of ASFC and its Subsidiaries as of the dates thereof and the consolidated results of operations of ASFC and its Subsidiaries for the periods then ended in conformity with GAAP consistently applied (subject to normal year-end adjustments in the case of the unaudited interim financial statements). (b) The audited balance sheets of ASFC and the Subsidiaries as of December 31, 1996, and the related statements of operations and statements of cash flows for the year then ended, and their respective annual statements for the fiscal year ended December 31, 1996 (the "Annual Statements") filed with the insurance regulatory authorities in their respective jurisdictions of domicile (collectively, the "Regulators"), copies of which have been delivered to Buyer, fairly present in all material respects their respective statutory financial conditions as of such date and the results of their respective operations for the year then ended in conformity with SAP. The other information contained in the Annual Statements fairly presents in all material respects the information required to be contained therein in conformity with SAP. The balance sheets of ASFC and its Subsidiaries in respect of any period ending after December 31, 1996, and the related statements of operations and statements of cash flows, which have been filed with Regulators, copies of which have been delivered to Buyer, fairly present in all material respects their respective statutory financial conditions as of such date and the results of their respective operations for the period then ended in conformity with SAP consistently applied. (c) As of the date of the latest filing of an SEC Report, the SEC Reports taken as a whole, including but not limited to any financial statements or schedules included therein, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, it being understood that for purposes of this subparagraph (c) "material" is to be assessed in the context of ASFC and all of its Subsidiaries taken as a whole.not

Financial Statements; SEC Reports. (a) The (i) the audited consolidated balance sheet of ASFC and its Subsidiaries as of December 31, 1995 2020 and December 31, 1996 and the related consolidated audited statements of income operations and comprehensive loss, changes in equity and cash flows of Iconic for each of the years twelve-month period ended December 31, 1995 2020 (the “Iconic Audited Financial Statements”); and December 31, 1996 and the (ii) an unaudited consolidated balance sheet of ASFC and its Subsidiaries as of March 31, 1997 2021 and statements of operations and comprehensive loss and cash flows of Iconic as of and for the three-month period then ended (the "Unaudited March Balance Sheet"“Iconic Interim Financial Statements” and, together with the Iconic Audited Financial Statements, the “Iconic Financial Statements”) of Iconic have been provided to the Company and Company Members and/or filed with the related consolidated statement of income for the three months ended March 31, 1997, respectively, previously delivered to Buyer, Iconic SEC Reports. (b) The Iconic Financial Statements (i) present fairly, in all material respects, the consolidated financial position position, results of ASFC operations and its Subsidiaries cash flows of Iconic as of the dates thereof and the consolidated results of operations of ASFC and its Subsidiaries for the periods then ended indicated in such Iconic Financial Statements in conformity with GAAP consistently applied on a consistent basis throughout the periods indicated (subject to normal year-end adjustments except as may be indicated in the notes thereto and, in the case of the unaudited interim financial statements). (b) The audited balance sheets of ASFC and the Subsidiaries as of December 31, 1996, and the related statements of operations and statements of cash flows for the year then ended, and their respective annual statements for the fiscal year ended December 31, 1996 (the "Annual Iconic Interim Financial Statements") filed with the insurance regulatory authorities in their respective jurisdictions of domicile (collectively, the "Regulators")absence of footnotes and for normal year-end adjustments, copies of which have been delivered to Buyer, fairly present in all material respects their respective statutory financial conditions as of such date and the results of their respective operations for the year then ended in conformity with SAP. The other information contained in the Annual Statements fairly presents in all material respects the information required are not expected to be contained therein in conformity with SAP. The balance sheets material) and (ii) were prepared from the books and records of ASFC and its Subsidiaries in respect of any period ending after December 31, 1996, and the related statements of operations and statements of cash flows, which have been filed with Regulators, copies of which have been delivered to Buyer, fairly present in all material respects their respective statutory financial conditions as of such date and the results of their respective operations for the period then ended in conformity with SAP consistently appliedIconic. (c) As Iconic has not identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Iconic, (ii) any fraud, whether or not material, that involves Iconic’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Iconic or (iii) any claim or allegation regarding any of the foregoing. (d) Since January 1, 2019, Iconic has filed with the SEC all forms, statements, registrations, reports and documents required to be filed by it under the Securities Act and the Exchange Act (collectively, the “Iconic SEC Reports”). The Iconic SEC Reports: (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act and Exchange Act, as applicable and (ii) did not, at the time they were filed (or if amended or superseded by a filing before the date of this Agreement, then on the latest filing date of an SEC Report, the SEC Reports taken as a whole, including but not limited to any financial statements such amending or schedules included therein, did not superseding filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (e) To Iconic’s Knowledge, it being understood that for purposes none of this subparagraph (c) "material" the Iconic SEC Reports is to be assessed in the context subject of ASFC ongoing SEC review and all there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, of Iconic or any of its Subsidiaries taken as a wholesubsidiaries. Iconic has not received written comments from the SEC staff regarding any of the Iconic SEC Reports that remain unresolved.

Financial Statements; SEC Reports. (a) The audited Americold has furnished the Parent with (i) a consolidated balance sheet of ASFC Americold as at February 28, 1997 and its Subsidiaries as of December 31, 1995 and December 31, 1996 and the related consolidated statements of income operations, changes in shareholders' equity (deficit) and cash flows of Americold for each such year, together with the related audit report of the years ended December 31, 1995 KPMG Peat Marwick LLP and December 31, 1996 and the (ii) an unaudited consolidated balance sheet of ASFC and its Subsidiaries Americold as of March August 31, 1997 (the "Unaudited March Balance Sheet") and the related an unaudited consolidated statement of income operations of Americold for the three months six-month period ended March August 31, 1997. All such financial statements are referred to herein collectively as the "Financial Statements." Other than as set forth in Schedule 4.5 hereto, respectivelythe Financial Statements (including any related schedules and/or notes) have been prepared in accordance with GAAP consistently applied throughout the periods presented, previously delivered except that the unaudited financial statements are subject to Buyer, present fairlyyear-end adjustments and do not contain footnotes. The balance sheets included in the 177 28 Financial Statements fairly present, in all material respects, the consolidated financial position of ASFC Americold and its the Americold Subsidiaries as at the dates thereof, and the statements of operations, changes in shareholders' equity (deficit) and cash flows included in the Financial Statements fairly present, in all material respects, the results of the dates thereof operations, changes in shareholders' equity (deficit) and cash flows, respectively, of Americold and the consolidated results of operations of ASFC and its Americold Subsidiaries for the periods then ended in conformity with GAAP consistently applied (subject to normal year-end adjustments in the case of the unaudited interim financial statements)indicated. (b) The audited balance sheets of ASFC Company has filed all forms, reports, statements and schedules with the Subsidiaries as of December 31, 1996SEC required to be filed pursuant to the Exchange Act, and the related statements regulations of operations and statements the SEC thereunder, since January 1, 1996. As of cash flows for the year then ended, and their respective annual dates, all reports (including the financial statements for the fiscal year ended December 31, 1996 (the "Annual Statements"included or incorporated therein) filed by Americold with the insurance regulatory authorities in their respective jurisdictions of domicile SEC (collectively, the "RegulatorsSEC Reports"), copies of which have been delivered to Buyer, fairly present ) complied in all material respects their respective statutory financial conditions as with all applicable requirements of such date the Exchange Act and the results regulations of their respective operations for the year then ended in conformity with SAP. The other information contained in the Annual Statements fairly presents in all material respects the information required SEC thereunder applicable to be contained therein in conformity with SAP. The balance sheets of ASFC and its Subsidiaries in respect of any period ending after December 31, 1996such SEC Reports, and the related statements of operations and statements of cash flows, which have been filed with Regulators, copies of which have been delivered to Buyer, fairly present in all material respects their respective statutory financial conditions as of such date and the results of their respective operations for the period then ended in conformity with SAP consistently applied. (c) As of the date of the latest filing of an SEC Report, the SEC Reports taken as a whole, including but not limited to any financial statements or schedules included therein, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, it being understood that for purposes of this subparagraph (c) "material" is to be assessed in the context of ASFC and all of its Subsidiaries taken as a whole.

Financial Statements; SEC Reports. (a) The audited Harrier has furnished to the Selling Stockholders its consolidated balance sheet as of ASFC the end of its fiscal year ended June 30, 1997 and its Subsidiaries as of December 31, 1995 and December 31, 1996 and the related consolidated statements of income earnings, stockholders' equity and cash flows for each the fiscal years ended June 30, 1997 and 1996. Prior to the Closing, Harrier shall deliver to COPE the aforementioned financial statements, together with appropriate notes to such consolidated financial statements, accompanied by reports thereon containing opinions without comment or qualification, except as therein noted, by its independent certified public accountants. All of the years ended December 31foregoing consolidated financial statements (collectively, 1995 and December 31, 1996 and the unaudited consolidated balance sheet of ASFC and its Subsidiaries as of March 31, 1997 (the "Unaudited March Balance SheetHarrier Financial Statements") and ), including in each case the related consolidated statement of income for the three months ended March 31notes, 1997, respectively, previously delivered to Buyer, present fairly, have been prepared in conformity with generally accepted accounting principles consistently applied and are correct and complete in all material respects, respects and such consolidated financial statements fairly present the consolidated financial position of ASFC Harrier and its Subsidiaries the Glycosyn as of the dates thereof of such balance sheets and the consolidated results of operations of ASFC and its Subsidiaries for the respective periods then ended in conformity with GAAP consistently applied (subject indicated. Harrier has also furnished to normal yearthe Selling Stockholders its Annual Report on Form 10-end adjustments in the case of the unaudited interim financial statements). (b) The audited balance sheets of ASFC and the Subsidiaries as of December 31, 1996, and the related statements of operations and statements of cash flows for the year then ended, and their respective annual statements KSB for the fiscal year ended December 31, 1996 (the "Annual Statements") filed with the insurance regulatory authorities in their respective jurisdictions of domicile (collectively, the "Regulators"), copies of which have been delivered to Buyer, fairly present in all material respects their respective statutory financial conditions as of such date and the results of their respective operations for the year then ended in conformity with SAP. The other information contained in the Annual Statements fairly presents in all material respects the information required to be contained therein in conformity with SAP. The balance sheets of ASFC and its Subsidiaries in respect of any period ending after December 31June 30, 1996, and the related statements of operations all quarterly reports on Form 10-QSB and statements of cash flows, current reports on Form 8-K which have been it has filed with Regulatorsthe SEC since June 30, copies 1996. Prior to the Closing, Harrier shall deliver to the Selling Stockholders its Annual Report on Form 10-KSB for the fiscal year ended June 30, 1997. The above reports of which have been delivered Harrier to Buyer, fairly present in the SEC are sometimes collectively referred to hereinafter as the "Harrier SEC Reports." The Harrier SEC Reports contain all material respects their respective statutory financial conditions as of such date the information required by the Exchange Act and the results of their respective operations for the period then ended in conformity with SAP consistently applied. (c) As of the date of the latest filing of an SEC Report, the SEC Reports taken as a whole, including but not limited to any financial statements or schedules included therein, did rules and regulations thereunder and do not contain any untrue statement statements of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, it being understood that for purposes of this subparagraph (c) "material" is to be assessed in the context of ASFC and all of its Subsidiaries taken as a whole.

Financial Statements; SEC Reports. (a) The Company has furnished you with --------------------------------- the audited consolidated balance sheet sheets of ASFC the Company and its Subsidiaries as of at December 31, 1995 1988 and December 31, 1996 1987 and the related audited consolidated statements of income earnings, shareholders' equity and cash flows for each of the years in the three-year period ended December 31, 1995 and December 311988, 1996 and the unaudited consolidated balance sheet of ASFC and its Subsidiaries as of March 31, 1997 all reported on by Peat Marwick Main & Co. (the "Unaudited March Balance SheetHistorical Financial Statements"). The Historical Financial Statements (a) are complete and the related consolidated statement of income for the three months ended March 31correct in all material respects, 1997, respectively, previously delivered to Buyer, (b) have been prepared in conformity with generally accepted accounting principles applied on a consistent basis and (c) present fairly, in all material respects, the consolidated consolidate financial position of ASFC the Company and its Subsidiaries as of at the dates thereof indicated and the consolidated their results of operations of ASFC and its Subsidiaries for the periods then ended in conformity with GAAP consistently applied (subject to normal year-end adjustments in the case of the unaudited interim financial statements). (b) The audited balance sheets of ASFC and the Subsidiaries as of December 31, 1996, and the related statements of operations and statements of cash flows for the year then ended, and their respective annual statements periods indicated. The Company has also furnished you with (i) copies of the Company's Annual Report on Form 10-K for the its fiscal year ended December 31, 1996 (1988 and its Quarterly Report on Form 10-Q for the "Annual Statements") filed with the insurance regulatory authorities in their respective jurisdictions of domicile quarter ended March 31, 1989 (collectively, the "RegulatorsSEC Reports") and (ii) the Confidential -- Private Placement Memorandum, dated May 1989, submitted to you by Xxxxxxx, Xxxxx & Co. (the "Placement Memorandum"), copies of which . The SEC Reports have been delivered to Buyerprepared in conformity with the rules and regulations of the Commission applicable thereto and, fairly present in all material respects their respective statutory financial conditions as of accordance with such date rules and regulations, accurately describe the business conducted by the Company and its Subsidiaries and the results properties owned and operated in connection therewith. The Historical Financial Statements, the SEC Reports, the Placement Memorandum and all other documents and reports delivered by or on behalf of the Company to you in connection with the transactions contemplated by this Agreement are herein collectively called the "Disclosure Documents". The Disclosure Documents did not, as of their respective operations for the year then ended in conformity with SAP. The other information contained in the Annual Statements fairly presents in all material respects the information required to be contained therein in conformity with SAP. The balance sheets of ASFC and its Subsidiaries in respect of any period ending after December 31, 1996dates, and the related statements of operations and statements of cash flows, which have been filed with Regulators, copies of which have been delivered to Buyer, fairly present in all material respects their respective statutory financial conditions as of such date and the results of their respective operations for the period then ended in conformity with SAP consistently applied. (c) As of the date of the latest filing of an SEC Report, the SEC Reports taken as a whole, including but and this Agreement does not limited to any financial statements or schedules included thereinas of the date hereof, did not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, it being understood that for purposes of this subparagraph (c) "material" . There is no fact peculiar to be assessed the Company which materially adversely affects or in the context future would reasonably be expected to (so far as the Company can now foresee) materially adversely affect the business, properties, financial condition or results of ASFC operations of the Company and all its Subsidiaries taken as a whole which has not been set forth in this Agreement or in the Disclosure Documents. Since December 31, 1988, there has not been any material adverse change, or any development which the Company has reasonable cause to believe will involve a material adverse change, in or affecting the business, properties, financial condition or results of operations of the Company and its Subsidiaries taken as a whole, otherwise than as set forth or contemplated in the Disclosure Documents.

Financial Statements; SEC Reports. (a) The audited consolidated balance sheet financial statements of ASFC BancorpSouth and its Subsidiaries as of December 31subsidiaries (the "BancorpSouth Financial Statements"), 1995 and December 31, 1996 and the related including consolidated statements of income condition, statements of earnings, changes in shareholders' equity and cash flows for each of and related notes, included in the years ended December 31, 1995 and December 31, 1996 and the unaudited consolidated balance sheet of ASFC and its Subsidiaries BancorpSouth SEC Reports (as of March 31, 1997 (the "Unaudited March Balance Sheet"defined in this section below) and the related consolidated statement of income for the three months ended March 31, 1997, respectively, previously delivered to Buyer, fairly present fairly, in all material respects, respects the consolidated financial position of ASFC BancorpSouth and its Subsidiaries as of the dates thereof respective date thereof, and the consolidated results of operations of ASFC and its Subsidiaries for the periods then ended fairly present in conformity with GAAP consistently applied all material respects (subject to normal year-end adjustments subject, in the case of the unaudited interim statements, to recurring audit adjustments normal in nature and amount) the results of the consolidated operations and consolidated financial position of BancorpSouth and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such BancorpSouth Financial Statements (including the related notes, where applicable) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such BancorpSouth Financial Statements (including the related notes, where applicable) has been prepared in all material respects in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements), as permitted by SEC Form 10-Q. The books and records of BancorpSouth and its Subsidiaries have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements. (b) The audited balance sheets of ASFC and the Subsidiaries as of December 31, 1996, and the related statements of operations and statements of cash flows for the year then ended, and their respective annual statements BancorpSouth's Annual Reports on Form 10-K for the fiscal year years ended December 31, 1996 (2003, 2002 and 2001, and all other reports, registration statements, definitive proxy statements or information statements filed by BancorpSouth or any of its Subsidiaries subsequent to December 31, 2003 under the "Annual Statements"Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, or under the securities regulations of the SEC, in the form filed with the insurance regulatory authorities in their respective jurisdictions of domicile (collectively, the "RegulatorsBancorpSouth SEC Reports")) with the SEC as of the date filed, copies of which have been delivered to Buyer, fairly present (i) complied in all material respects their respective statutory financial conditions as of such date and to form with the results of their respective operations for applicable requirements under the year then ended in conformity with SAP. The other information contained in Securities Act or the Annual Statements fairly presents in all material respects Exchange Act, as the information required to be contained therein in conformity with SAP. The balance sheets of ASFC and its Subsidiaries in respect of any period ending after December 31, 1996case may be, and the related statements of operations and statements of cash flows, which have been filed with Regulators, copies of which have been delivered to Buyer, fairly present in all material respects their respective statutory financial conditions as of such date and the results of their respective operations for the period then ended in conformity with SAP consistently applied. (cii) As of the date of the latest filing of an SEC Report, the SEC Reports taken as a whole, including but not limited to any financial statements or schedules included therein, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, it being understood that for purposes of this subparagraph (c) "material" is . BancorpSouth has filed all BancorpSouth SEC Reports and other documents required to be assessed filed by it under the Securities Act and the Exchange Act, and, as of their respective dates, all BancorpSouth SEC Reports complied in all material respects with the context published rules and regulations of ASFC and all of its Subsidiaries taken as a wholethe SEC with respect thereto.

Financial Statements; SEC Reports. (a) The audited Cascade has furnished the Parent with (i) a consolidated balance sheet of ASFC and its Subsidiaries Cascade as of December January 31, 1995 2000 and December 31, 1996 and the related consolidated statements of income income, changes in shareholders' equity and cash flows of Cascade for each the year then ended, together with the related audit report of the years ended December 31PricewaterhouseCoopers LLP, 1995 and December 31, 1996 and the (ii) an unaudited consolidated balance sheet of ASFC and its Subsidiaries Cascade as of March July 31, 1997 (2000 and statements of income, changes in shareholders' equity and cash flows of Cascade for the six-month period ended July 31, 2000. All such financial statements are referred to herein collectively as the "Unaudited March Balance Sheet"Financial Statements." The Financial Statements (including any related schedules or notes) have been prepared in accordance with GAAP throughout the periods involved, except that the unaudited financial statements are subject to year-end adjustments and do not contain detailed footnotes. The balance sheets included in the related consolidated statement of income for the three months ended March 31, 1997, respectively, previously delivered to Buyer, present fairlyFinancial Statements fairly present, in all material respects, the consolidated financial position of ASFC Cascade and its the Cascade Subsidiaries as of at the dates thereof thereof, and the consolidated statements of income, changes in shareholders' equity and cash flows included in the Financial Statements fairly present, in all material respects, the results of operations the operations, changes in shareholders' equity and cash flows, respectively, of ASFC Cascade and its the Cascade Subsidiaries for the periods then ended in conformity with GAAP consistently applied (subject to normal year-end adjustments in the case of the unaudited interim financial statements)indicated. (b) The audited balance sheets of ASFC Cascade has filed all forms, reports, amendments to reports, statements and schedules with the Subsidiaries as of December 31, 1996SEC required to be filed pursuant to the Exchange Act, and the related statements regulations of operations and statements the SEC thereunder, since January 1, 1998. As of cash flows for the year then ended, and their respective annual dates and, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then as of the date of such filing, all reports (including the financial statements for the fiscal year ended December 31, 1996 (the "Annual Statements"included or incorporated therein) filed by Cascade with the insurance regulatory authorities in their respective jurisdictions of domicile SEC (collectively, the "RegulatorsSEC Reports"), copies of which have been delivered to Buyer, fairly present ) complied in all material respects their respective statutory financial conditions as with all applicable requirements of such date the Exchange Act and the results regulations of their respective operations for the year then ended in conformity with SAP. The other information contained in the Annual Statements fairly presents in all material respects the information required SEC thereunder applicable to be contained therein in conformity with SAP. The balance sheets of ASFC and its Subsidiaries in respect of any period ending after December 31, 1996such SEC Reports, and the related statements of operations and statements of cash flows, which have been filed with Regulators, copies of which have been delivered to Buyer, fairly present in all material respects their respective statutory financial conditions as of such date and the results of their respective operations for the period then ended in conformity with SAP consistently applied. (c) As of the date of the latest filing of an SEC Report, the SEC Reports taken as a whole, including but not limited to any financial statements or schedules included therein, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, it being understood that for purposes of this subparagraph (c) "material" is to be assessed in the context of ASFC and all of its Subsidiaries taken as a whole.

Financial Statements; SEC Reports. (a) The audited Americold has furnished the Parent with (i) a consolidated balance sheet of ASFC Americold as at February 28, 1997 and its Subsidiaries as of December 31, 1995 and December 31, 1996 and the related consolidated statements of income operations, changes in shareholders' equity (deficit) and cash flows of Americold for each such year, together with the related audit report of the years ended December 31, 1995 KPMG Peat Marwick LLP and December 31, 1996 and the (ii) an unaudited consolidated balance sheet of ASFC and its Subsidiaries Americold as of March August 31, 1997 (the "Unaudited March Balance Sheet") and the related an unaudited consolidated statement of income operations of Americold for the three months six-month period ended March August 31, 1997. All such financial statements are referred to herein collectively as the "Financial Statements." Other than as set forth in Schedule 4.5 hereto, respectivelythe Financial Statements (including any related schedules and/or notes) have been prepared in accordance with GAAP consistently applied throughout the periods presented, previously delivered except that the unaudited financial statements are subject to Buyer, present fairlyyear-end adjustments and do not contain footnotes. The balance sheets included in the Financial Statements fairly present, in all material respects, the consolidated financial position of ASFC Americold and its the Americold Subsidiaries as at the dates thereof, and the statements of operations, changes in shareholders' equity (deficit) and cash flows included in the Financial Statements fairly present, in all material respects, the results of the dates thereof operations, changes in shareholders' equity (deficit) and cash flows, respectively, of Americold and the consolidated results of operations of ASFC and its Americold Subsidiaries for the periods then ended in conformity with GAAP consistently applied (subject to normal year-end adjustments in the case of the unaudited interim financial statements)indicated. (b) The audited balance sheets of ASFC Company has filed all forms, reports, statements and schedules with the Subsidiaries as of December 31, 1996SEC required to be filed pursuant to the Exchange Act, and the related statements regulations of operations and statements the SEC thereunder, since January 1, 1996. As of cash flows for the year then ended, and their respective annual dates, all reports (including the financial statements for the fiscal year ended December 31, 1996 (the "Annual Statements"included or incorporated therein) filed by Americold with the insurance regulatory authorities in their respective jurisdictions of domicile SEC (collectively, the "RegulatorsSEC Reports"), copies of which have been delivered to Buyer, fairly present ) complied in all material respects their respective statutory financial conditions as with all applicable requirements of such date the Exchange Act and the results regulations of their respective operations for the year then ended in conformity with SAP. The other information contained in the Annual Statements fairly presents in all material respects the information required SEC thereunder applicable to be contained therein in conformity with SAP. The balance sheets of ASFC and its Subsidiaries in respect of any period ending after December 31, 1996such SEC Reports, and the related statements of operations and statements of cash flows, which have been filed with Regulators, copies of which have been delivered to Buyer, fairly present in all material respects their respective statutory financial conditions as of such date and the results of their respective operations for the period then ended in conformity with SAP consistently applied. (c) As of the date of the latest filing of an SEC Report, the SEC Reports taken as a whole, including but not limited to any financial statements or schedules included therein, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, it being understood that for purposes of this subparagraph (c) "material" is to be assessed in the context of ASFC and all of its Subsidiaries taken as a whole.

Financial Statements; SEC Reports. (a) The audited consolidated balance sheet of ASFC and its Subsidiaries as of December 31, 1995 and December 31, 1996 Buyer and the related consolidated statements of income and cash flows as of or for each of the years fiscal year ended December 31, 1995 and December 312016, 1996 and the unaudited consolidated interim balance sheet of ASFC and its Subsidiaries as of Buyer dated March 31, 1997 (the "Unaudited March Balance Sheet") 2017 and the related unaudited consolidated statement interim statements of income and cash flows for the three months 3-month period ended on March 31, 19972017 (including the notes thereto) (collectively, respectivelythe “Buyer Financial Statements”), previously delivered to Buyeras filed in the Company SEC Reports, present fairlywere prepared from the books and records of Buyer (which are accurate and complete in all material respects) and in accordance with GAAP (except as may be indicated in the notes thereto, or, in the case of interim or unaudited financial statements, normal year-end adjustments and the absence of notes). The Buyer Financial Statements fairly present, in all material respects, the consolidated statement of income, changes in stockholders’ equity, cash flows and consolidated financial position condition of ASFC and its Subsidiaries as of the dates thereof and the consolidated results of operations of ASFC Buyer and its Subsidiaries for the respective fiscal periods then ended in conformity with GAAP consistently applied or as of the respective dates therein set forth (subject to normal year-end adjustments in the case of the unaudited interim financial statementsstatements to year-end audit adjustments normal in nature and amount). (b) The audited Except as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on Buyer, neither Buyer nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheets sheet of ASFC and the Subsidiaries as of December 31, 1996, and the related statements of operations and statements of cash flows for the year then ended, and their respective annual statements Buyer included in its Quarterly Report on Form 10-Q for the fiscal year quarter ended December March 31, 1996 2017 (including any notes thereto) and for liabilities incurred in the "Annual Statements") filed ordinary course of business consistent with the insurance regulatory authorities past practice since March 31, 2017, or in their respective jurisdictions of domicile (collectively, the "Regulators"), copies of which have been delivered to Buyer, fairly present in all material respects their respective statutory financial conditions as of such date connection with this Agreement and the results of their respective operations for the year then ended in conformity with SAP. The other information contained in the Annual Statements fairly presents in all material respects the information required to be contained therein in conformity with SAP. The balance sheets of ASFC and its Subsidiaries in respect of any period ending after December 31, 1996, and the related statements of operations and statements of cash flows, which have been filed with Regulators, copies of which have been delivered to Buyer, fairly present in all material respects their respective statutory financial conditions as of such date and the results of their respective operations for the period then ended in conformity with SAP consistently appliedtransactions contemplated hereby. (c) As An accurate and complete copy of each Buyer SEC Report is publicly available on the date of the latest filing of an SEC Xxxxx system. No such Buyer SEC Report, at the SEC Reports taken as a wholetime filed, including but not limited to any financial statements furnished or schedules included thereincommunicated, did not contain contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were made, not false or misleading, it being understood that for purposes as of such time. As of their respective dates, all Buyer SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto. As of the date of this subparagraph (c) "material" is Agreement, no executive officer of Buyer has failed in any respect to be assessed in make the context certifications required of ASFC and all him or her under Section 302 or 906 of its Subsidiaries taken as a wholethe Xxxxxxxx-Xxxxx Act.

Financial Statements; SEC Reports. (a) The audited consolidated balance sheet financial statements of ASFC BancorpSouth and its Subsidiaries as of December 31subsidiaries (the "BancorpSouth Financial Statements"), 1995 and December 31, 1996 and the related including consolidated statements of income condition, statements of earnings, changes in shareholders' equity and cash flows for each of and related notes, included in the years ended December 31, 1995 and December 31, 1996 and the unaudited consolidated balance sheet of ASFC and its Subsidiaries BancorpSouth SEC Reports (as of March 31, 1997 (the "Unaudited March Balance Sheet"defined in this section below) and the related consolidated statement of income for the three months ended March 31, 1997, respectively, previously delivered to Buyer, fairly present fairly, in all material respects, respects the consolidated financial position of ASFC BancorpSouth and its Subsidiaries as of the dates thereof respective date thereof, and the consolidated results of operations of ASFC and its Subsidiaries for the periods then ended fairly present in conformity with GAAP consistently applied all material respects (subject to normal year-end adjustments subject, in the case of the unaudited interim statements, to recurring audit adjustments normal in nature and amount) the results of the consolidated operations and consolidated financial position of BancorpSouth and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such BancorpSouth Financial Statements (including the related notes, where applicable) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such BancorpSouth Financial Statements (including the related notes, where applicable) has been prepared in all material respects in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements)., as permitted by SEC Form 10-Q. (b) The audited balance sheets of ASFC and the Subsidiaries as of December 31, 1996, and the related statements of operations and statements of cash flows for the year then ended, and their respective annual statements BancorpSouth's Annual Reports on Form 10-K for the fiscal year years ended December 31, 1996 (2003, 2002 and 2001, and all other reports, registration statements, definitive proxy statements or information statements filed by BancorpSouth or any of its Subsidiaries subsequent to December 31, 2003 under the "Annual Statements"Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, or under the securities regulations of the SEC, in the form filed with the insurance regulatory authorities in their respective jurisdictions of domicile (collectively, the "RegulatorsBancorpSouth SEC Reports")) with the SEC as of the date filed, copies of which (i) have been delivered to BuyerBHC, fairly present (ii) complied in all material respects their respective statutory financial conditions as of such date and to form with the results of their respective operations for applicable requirements under the year then ended in conformity with SAP. The other information contained in Securities Act or the Annual Statements fairly presents in all material respects Exchange Act, as the information required to be contained therein in conformity with SAP. The balance sheets of ASFC and its Subsidiaries in respect of any period ending after December 31, 1996case may be, and the related statements of operations and statements of cash flows, which have been filed with Regulators, copies of which have been delivered to Buyer, fairly present in all material respects their respective statutory financial conditions as of such date and the results of their respective operations for the period then ended in conformity with SAP consistently applied. (ciii) As of the date of the latest filing of an SEC Report, the SEC Reports taken as a whole, including but not limited to any financial statements or schedules included therein, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, it being understood that for purposes of this subparagraph (c) "material" is to be assessed in the context of ASFC and all of its Subsidiaries taken as a whole.

Financial Statements; SEC Reports. (a) The Each set of audited consolidated balance sheet financial statements (including, in each case, any related notes thereto) contained in the NEW YORK MEDICAL financial statements was prepared in accordance with GAAP (including, without limitation, in accordance with the revenue recognition provisions thereof) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of ASFC and its Subsidiaries unaudited statements, do not contain footnotes as of December 31, 1995 and December 31, 1996 and the related consolidated statements of income and cash flows for each permitted by Form 10-K of the years ended December 31, 1995 and December 31, 1996 and the unaudited consolidated balance sheet of ASFC and its Subsidiaries as of March 31, 1997 (the "Unaudited March Balance Sheet"Exchange Act) and the related consolidated statement of income for the three months ended March 31, 1997, respectively, previously delivered to Buyer, present fairly, in all material respects, each fairly presents the consolidated financial position of ASFC NEW YORK MEDICAL and its Subsidiaries subsidiary as of at the respective dates thereof and the consolidated results of its operations of ASFC and its Subsidiaries cash flows for the periods then ended in conformity with GAAP consistently applied (subject to normal year-end adjustments in the case of indicated, except that the unaudited interim financial statements)statements were or are subject to normal adjustments which were not or are not expected to be material in amount. (b) The audited balance sheets of ASFC NEW YORK MEDICAL has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the Subsidiaries as of December 31SEC since January 1, 19962000, and the related statements of operations and statements of cash flows for the year then ended, and their respective annual statements for the fiscal year ended December 31, 1996 (the "Annual StatementsNEW YORK MEDICAL SEC Documents") filed with the insurance regulatory authorities in ). As of their respective jurisdictions of domicile (collectivelydates, the "Regulators"), copies of which have been delivered to Buyer, fairly present NEW YORK MEDICAL SEC Documents complied in all material respects their respective statutory financial conditions as with the requirements of such date the Securities Act and the results of their respective operations for the year then ended in conformity with SAP. The other information contained in the Annual Statements fairly presents in all material respects the information required to be contained therein in conformity with SAP. The balance sheets of ASFC and its Subsidiaries in respect of any period ending after December 31, 1996Exchange Act, and the related statements of operations rules and statements of cash flows, which have been filed with Regulators, copies of which have been delivered to Buyer, fairly present in all material respects their respective statutory financial conditions as of such date and the results of their respective operations for the period then ended in conformity with SAP consistently applied. (c) As regulations of the date SEC promulgated thereunder applicable to such NEW YORK MEDICAL SEC Documents, and none of the latest filing of an NEW YORK MEDICAL SEC Report, the SEC Reports taken as a whole, including but not limited to any financial statements or schedules included therein, did not contain Documents when filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of NEW YORK MEDICAL included in the NEW YORK MEDICAL SEC Documents comply as to form and substance, it being understood that for purposes as of this subparagraph their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (c) "material" is to be assessed The unaudited consolidated financial statements of NEW YORK MEDICAL for the three (3) months ended March 31, 2002, which are included in the context NEW YORK MEDICAL SEC Documents, have previously been made available to the Company. The Financial Statements comply as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations of ASFC and all of its Subsidiaries taken as a wholethe SEC with respect thereto.

Financial Statements; SEC Reports. (a) The audited consolidated balance sheet of ASFC and its Subsidiaries as of December 31, 1995 and December 31, 1996 and Except for (i) the related consolidated statements of income and cash flows for each delay in the filing of the years ended December 31, 1995 2000 10-K as contemplated hereby and December 31, 1996 and (ii) the unaudited consolidated balance sheet delay in the filing of ASFC and the Seller's quarterly report on Form 10-Q for its Subsidiaries as of fiscal quarter ending March 31, 1997 2001, the Seller has filed all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission (the "Unaudited March Balance SheetSEC") from January 27, 2000 through the Execution Date (collectively, and specifically including the 2000 10-K, the "SEC Reports"). The Seller has delivered to the Buyer a stand-alone balance sheet as of the 2000 Fiscal Year End and an income statement for the fiscal year ended December 30, 2000 for XX Xxxxxx, copies of which are attached hereto as Exhibit F (the "GB Canada Stand-Alone Financials"). The financial statements contained in the SEC Reports (or incorporated therein by reference), and the related 2000 Audited Financial Statements (collectively, the "Financial Statements"), were prepared in accordance with GAAP consistently applied throughout the periods specified therein (except, in the case of the unaudited interim consolidated statement financial statements, as may be permitted under Form 10-Q of income for the three months ended March 31Securities Exchange Act of 1934, 1997as amended (the "Exchange Act")), respectively, previously delivered to Buyerare correct and complete in all material respects, present fairly, in all material respects, the consolidated financial position condition of ASFC the Seller and its Subsidiaries as of the such dates thereof and the consolidated results of operations of ASFC the Seller and its Subsidiaries for such periods specified therein and are consistent with the periods then ended books and records of the Seller and its Subsidiaries. The unaudited interim consolidated financial statements should be read in conformity conjunction with GAAP consistently applied (subject to normal year-end adjustments the 2000 Audited Financial Statements contained in the case 2000 10-K. The unaudited interim consolidated financial statements were prepared in accordance with the requirements of the Exchange Act, except for the inclusion of footnotes. In the opinion of the Seller, the unaudited interim consolidated financial statements).statements contain all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the consolidated financial position, results of operations and cash flows of the Seller and its Subsidiaries, for the periods indicated. The GB Canada Stand-Alone Financials are unaudited, do not contain footnotes, and in relation to the 2000 Audited Financial Statements taken as whole: (i) are prepared in accordance with the Seller's historic practice for their inclusion in the 2000 Audited Financial Statements; (ii) are in accordance with GAAP; (iii) are fairly presented in all material respects; and (iv) are consistent with the books and records of the Seller and its Subsidiaries. The Execution Date Schedule of Liabilities is attached as Exhibit C-1 and reflects liabilities recorded in the books and records of the Seller and its Subsidiaries which have been determined in accordance with the Company's standard practices subject to the adjustments included in Exhibit C-1. The Closing Date Schedule of Liabilities will be in the same form as the Execution Date Schedule of Liabilities and it will be prepared in accordance with the procedures specified in Exhibit E. (b) The audited balance sheets On the date of ASFC and the Subsidiaries as of December 31filing thereof, 1996, and the related statements of operations and statements of cash flows for the year then ended, and their respective annual statements for the fiscal year ended December 31, 1996 (the "Annual Statements") filed with the insurance regulatory authorities in their respective jurisdictions of domicile (collectively, the "Regulators"), copies of which have been delivered to Buyer, fairly present each SEC Report complied in all material respects their respective statutory financial conditions as with the then applicable requirements of such date the Exchange Act and the results Securities Act of their respective operations for 1933, as amended (the year then ended in conformity with SAP. The other information contained in the Annual Statements fairly presents in all material respects the information required to be contained therein in conformity with SAP. The balance sheets of ASFC and its Subsidiaries in respect of any period ending after December 31, 1996"Securities Act"), and the related statements of operations rules and statements of cash flows, which have been filed with Regulators, copies of which have been delivered to Buyer, fairly present in all material respects their respective statutory financial conditions as of such date and the results of their respective operations for the period then ended in conformity with SAP consistently applied. (c) As regulations of the date SEC promulgated thereunder (other than with respect to the failure of the latest filing of an SEC ReportSeller to timely file (i) the 2000 10-K and (ii) the Seller's quarterly report on Form 10-Q for its fiscal quarter ending March 31, the SEC Reports taken as a whole, including but not limited to any financial statements or schedules included therein, 2001) and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller's Subsidiaries is required to file any statements or reports with the SEC. As of their respective dates, it being understood that for purposes all reports and statements filed by the Seller with the SEC prior to the Closing Date will comply in all material respects with the then applicable requirements of this subparagraph (c) "material" is the Exchange Act and the Securities Act and the rules and regulations of the SEC promulgated thereunder and will not contain any untrue statement of a material fact or omit to state a material fact required to be assessed stated therein or necessary to make the statements therein, in light of the context circumstances under which they are made, not misleading. The consolidated financial statements of ASFC the Seller to be included in such reports and statements will be prepared in accordance with GAAP consistently applied throughout the periods specified therein and will be correct and complete in all material respects, will present fairly the financial condition of the Seller and its Subsidiaries taken as a wholeof such dates and the results of operations of the Seller and its Subsidiaries for such periods and will be consistent with the books and records of the Seller and its Subsidiaries.