Common use of SEC Documents and Financial Statements Clause in Contracts

SEC Documents and Financial Statements. (a) Since January 1, 1996, the Company has filed all forms, reports, statements and other documents required to be filed by it with the Commission pursuant to the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act (such forms, reports, statements and other documents are hereinafter referred to as the "Company SEC Documents"). None of the Company SEC Documents, (if amended or superseded by a filing prior to the date of this Agreement, then as so amended), contains, and no Company SEC Documents filed with the Commission on or subsequent to the date of this Agreement will contain, any untrue statement of a material fact or omits or will 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 are made, not misleading. All of the Company SEC Documents have complied and each Company SEC Document filed with the Commission on or subsequent to the date of this Agreement will comply in each case in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. (b) The financial statements of the Company (including, in each case, any related notes or schedules thereto) contained or incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement (i) have been prepared in accordance with the published rules and regulations of the Commission and United States generally accepted accounting principles, consistently applied ("GAAP") except as indicated in the notes thereto and (ii) present fairly in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). (c) Except as set forth in Section 2.7 of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except liabilities (i) reserved on, or disclosed or reflected in, the Company's audited balance sheet (including any related notes and schedules thereto) for the fiscal year ended December 31, 1997 included in the Company's annual report on Form 20-F for such fiscal year, (ii) incurred in the ordinary course of business since December 31, 1997, (iii) incurred in accordance with this Agreement or the transactions contemplated hereby or (iv) which would not be reasonably likely to have a Company Material Adverse Effect.

SEC Documents and Financial Statements. (a) Since January 1Sheridan and its predecessor, 1996TGX Corporation ("TGX"), have filed with the Company has filed Securities and Exchange Commission (the "Commission") all forms, reports, schedules, statements and other documents required to be filed by it with them since January 1, 1994 under the Commission pursuant to Securities Exchange Act of 1934, as amended (the "Exchange Act") or the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act (such formsdocuments, reportsas supplemented and amended since the time of filing, statements and other documents are hereinafter referred to as collectively, the "Company SEC Documents"). None of the Company The SEC Documents, including, without limitation, any financial statements or schedules included therein, at the time filed (if amended or superseded by a filing prior to and, in the date case of this Agreementregistration statements and proxy statements, then as so amendedon the dates of effectiveness and the dates of mailing, respectively), contains, and no Company SEC Documents filed with the Commission on or subsequent to the date of this Agreement will contain, (a) did not contain any untrue statement of a material fact or omits or will 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 are were made, not misleading. All of the Company SEC Documents have , and (b) complied and each Company SEC Document filed with the Commission on or subsequent to the date of this Agreement will comply in each case in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Securities Act, and as the rules and regulations promulgated thereunder. (b) case may be. The financial statements of Sheridan and TGX included in the Company SEC Documents at the time filed (includingand, in each casethe case of registration statements and proxy statements, any related notes or schedules theretoon the dates of effectiveness and the dates of mailing, respectively) contained or incorporated by reference complied as to form in the Company SEC Documents filed prior to the date of this Agreement (i) have been prepared in accordance all material respects with applicable accounting requirements and with the published rules and regulations of the Commission and United States generally accepted accounting principleswith respect thereto, consistently were prepared in accordance with GAAP applied on a consistent basis during the periods involved ("GAAP") except as may be indicated in the notes thereto and (ii) present fairly in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein (subjector, in the case of unaudited interim financial statements, as permitted by Form 10-Q of the Commission), and fairly present (subject in the case of unaudited statements to normal year-end normal, recurring audit adjustments). (c) Except the Consolidated financial position of Sheridan or TGX, as set forth in Section 2.7 of the Company Disclosure Schedulecase may be, as of the date hereof, neither dates thereof and the Company nor any consolidated results of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except liabilities (i) reserved on, or disclosed or reflected in, their operations and cash flows for the Company's audited periods then ended. The Consolidated balance sheet (including any related notes and schedules thereto) for the fiscal year ended December 31, 1997 Sheridan included in the Company's annual its quarterly report on Form 2010-F for such fiscal yearQ dated September 30, 1997 is referred to herein as the "Interim Balance Sheet". (iib) incurred in the ordinary course of business since December 31Since September 30, 1997, (iii) incurred in accordance with this Agreement or the transactions contemplated hereby or (iv) which would not be reasonably likely to have a Company there has been no Sheridan Material Adverse EffectEffect with respect to Sheridan.

SEC Documents and Financial Statements. (a) Since January 1, 19961997, the Company has timely filed all reports, schedules, forms, reports, statements and other documents required to be filed by it with the Securities and Exchange Commission ("SEC") pursuant to the reporting requirements of the Securities Exchange Act of 19331934, as amended (the "Securities Exchange Act") (all of the foregoing and the Exchange Act (such forms, reports, all exhibits included therein and financial statements and other schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are hereinafter referred to herein as the "Company SEC Documents"). None As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Company Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, (if amended or superseded by a filing prior to and none of the date of this AgreementSEC Documents, then as so amended), contains, and no Company SEC Documents at the time they were filed with the Commission on or subsequent to the date of this Agreement will containSEC, contained any untrue statement of a material fact or omits or will omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. All As of their respective dates, the financial statements of the Company included in the SEC Documents have complied and each Company SEC Document filed with the Commission on or subsequent as to the date of this Agreement will comply in each case form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. (b) The financial statements of the Company (including, in each case, any related notes or schedules thereto) contained or incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement (i) have been prepared in accordance with the published rules and regulations of the Commission SEC with respect thereto. Such financial statements have been prepared in accordance with GAAP during the periods involved and United States generally accepted accounting principles, consistently applied ("GAAP") except as indicated in the notes thereto fairly and (ii) accurately present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). (c) . Except as set forth in Section 2.7 of the most recent balance sheet provided to the Lender or the Disclosure Letter, the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its Subsidiaries has any liabilities (absolute, accruedno liabilities, contingent or otherwise), except liabilities other than (i) reserved on, or disclosed or reflected in, the Company's audited balance sheet (including any related notes and schedules thereto) for the fiscal year ended December 31, 1997 included in the Company's annual report on Form 20-F for such fiscal year, (ii) liabilities incurred in the ordinary course of business since December 31, 1997, subsequent to the date of such financial statements and (iiiii) obligations under contracts and commitments incurred in accordance with this Agreement the ordinary course of business and not required under GAAP to be reflected in such financial statements, which, individually or in the transactions contemplated hereby aggregate, are not material to the financial condition or (iv) which would operating results of the Company. Except as disclosed in such financial statements or in the Disclosure Letter, the Company is not be reasonably likely to have a Company Material Adverse Effectguarantor or indemnitor of any Indebtedness of any other Person.

SEC Documents and Financial Statements. (a) Since January 1Seller and its predecessor, 1996TGX Corporation ("TGX"), have filed with the Company has filed Securities and Exchange Commission (the "Commission") all forms, reports, schedules, statements and other documents required to be filed by it with them since January 1, 1994 under the Commission pursuant to Securities Exchange Act of 1934, as amended (the "Exchange Act") or the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act (such formsdocuments, reportsas supplemented and amended since the time of filing, statements and other documents are hereinafter referred to as collectively, the "Company SEC Documents"). None of the Company The SEC Documents, including, without limitation, any financial statements or schedules included therein, at the time filed (if amended or superseded by a filing prior to and, in the date case of this Agreementregistration statements and proxy statements, then as so amended), contains, and no Company SEC Documents filed with on the Commission on or subsequent to the date dates of this Agreement will contain, effectiveness and (a) did not contain any untrue statement of a material fact or omits or will 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 are were made, not misleading. All of the Company SEC Documents have , and (b) complied and each Company SEC Document filed with the Commission on or subsequent to the date of this Agreement will comply in each case in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Securities Act, and as the rules and regulations promulgated thereunder. (b) case may be. The financial statements of Seller and TGX included in the Company SEC Documents at the time filed (includingand, in each casethe case of registration statements and proxy statements, any related notes or schedules theretoon the dates of effectiveness and the dates of mailing, respectively) contained or incorporated by reference complied as to form in the Company SEC Documents filed prior to the date of this Agreement (i) have been prepared in accordance all material respects with applicable accounting requirements and with the published rules and regulations of the Commission and United States generally accepted accounting principleswith respect thereto, consistently were prepared in accordance with GAAP applied on a consistent basis during the periods involved ("GAAP") except as may be indicated in the notes thereto and (ii) present fairly in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein (subjector, in the case of unaudited interim financial statements, as permitted by Form 10-Q of the Commission), and fairly present (subject in the case of unaudited statements to normal year-end normal, recurring audit adjustments). (c) Except the Consolidated financial position of Seller or TGX, as set forth in Section 2.7 of the Company Disclosure Schedulecase may be, as of the date hereof, neither dates thereof and the Company nor any consolidated results of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except liabilities (i) reserved on, or disclosed or reflected in, their operations and cash flows for the Company's audited periods then ended. The Consolidated balance sheet (including any related notes and schedules thereto) for the fiscal year ended December 31, 1997 Seller included in the Company's annual its quarterly report on Form 2010-F for such fiscal yearQ dated September 30, 1997 is referred to herein as the "Interim Balance Sheet". (iib) incurred in the ordinary course of business since December 31Since September 30, 1997, (iii) incurred in accordance with this Agreement or the transactions contemplated hereby or (iv) which would not be reasonably likely to have a Company there has been no Material Adverse EffectEffect with respect to Seller.

SEC Documents and Financial Statements. (a) Since The Company has filed and made available to Gold Banc and Acquisition Subsidiary a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since January 1, 1996, the Company has filed all forms, reports, statements and other documents required to be filed by it with the Commission pursuant to the Securities Act of 1933, as amended 1996 (the "Securities Act") and the Exchange Act (such forms, reports, statements and other documents are hereinafter referred to as the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. None As of their respective dates, each of the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, (if amended or superseded by a filing prior to and none of the date of this Agreement, then as so amended), contains, and no Company SEC Documents filed with the Commission on or subsequent to the date of this Agreement will contain, contained any untrue statement of a material fact or omits or will omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. All of the misleading (except any statements or omissions therein which were corrected or otherwise disclosed or updated in a subsequent Company SEC Documents have complied and each Company SEC Document filed with the Commission on or subsequent to the date of this Agreement will comply in each case in all material respects with the applicable requirements of the Securities Act Document). The audited financial statements and the Exchange Act, and the rules and regulations promulgated thereunder. (b) The unaudited financial statements of the Company (including, including in each case, any related the notes or schedules thereto) contained or incorporated by reference in the Company SEC Documents filed prior on Form 10-K (or Form 10-KSB) or Form 10-Q (or Form 10-QSB), including Company SEC Documents filed subsequent to the date of this Agreement hereof on such forms, (i) have been are or will be prepared in accordance with the published rules and regulations of the Commission and United States generally accepted accounting principles, consistently applied GAAP ("GAAP") except as may be indicated in the notes thereto to such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q or Form 10-QSB, as the case may be, and by Rule 10-01 of Regulation S-X promulgated by the SEC), and (ii) present or will present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates and the consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein indicated (subject, in except that the case of unaudited interim financial statements, statements were or are subject to normal and recurring year-end audit adjustments, and except for the absence of certain footnote information in the unaudited statements). (c) Except as set forth . Reserves for the Company's current and deferred federal and state income tax liabilities have been accrued in Section 2.7 of the Company Disclosure Schedule, as of the date hereof, neither accordance with GAAP. Neither the Company nor any either of its the Subsidiaries has any liabilities (absolutematerial liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accruedaccrued or contingent, contingent due or not yet due, liquidated or unliquidated, or otherwise), except liabilities (i) reserved on, or and to the extent disclosed or reflected in, in the Company's audited balance sheet (including any related notes and schedules thereto) for the fiscal year ended December 31, 1997 financial statements included in the Company's annual report on Form 20-F for such fiscal year, (ii) incurred in the ordinary course of business since December 31, 1997, (iii) incurred in accordance with this Agreement or the transactions contemplated hereby or (iv) which would not be reasonably likely to have a Company Material Adverse EffectSEC Documents.

SEC Documents and Financial Statements. (a) Since January 1, 1996, the The Company has timely (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) filed with or furnished (as applicable) to the SEC all forms, reports, schedules, statements and other documents required by it to be filed by it with or furnished (as applicable) since and including January 1, 2018 under the Commission pursuant to Exchange Act or the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (the "“Securities Act"”) and (together with all certifications required pursuant to the Exchange Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) (such forms, reports, schedules, statements and documents and any other forms, reports, schedules, statements and documents are hereinafter referred to filed by the Company with the SEC, as have been amended since the "Company time of their filing, collectively, the “SEC Documents"”). None As of their respective filing dates and except to the Company SEC Documents, (if amended or superseded extent corrected by a filing prior to subsequent SEC Document, the date of this Agreement, then as so amended), contains, and no Company SEC Documents (i) did not contain, when filed with the Commission on or subsequent to the date of this Agreement will containfurnished, any untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. All of the Company SEC Documents have misleading in any material respect; and (ii) complied and each Company SEC Document filed with the Commission on or subsequent to the date of this Agreement will comply in each case in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the Exchange Act, and the applicable rules and regulations promulgated of the SEC thereunder. (b) The All of the audited and unaudited financial statements of the Company included (including, or incorporated by reference) in each case, any the SEC Documents (including the related notes or and schedules thereto) contained or incorporated by reference in (collectively, the Company SEC Documents filed prior to the date of this Agreement “Financial Statements”), (i) have been were prepared in accordance with the published rules and regulations of the Commission and United States generally accepted accounting principles, consistently principles in the United States (“GAAP”) applied on a consistent basis during the periods involved ("GAAP") except as may be indicated in the notes thereto thereto), and (ii) present fairly presented (except as may be indicated in the notes thereto) in all material respects respects, the consolidated financial position and the consolidated results of operations operations, shareholders’ equity and cash flows of the Company and its consolidated Subsidiaries as of the respective dates or times and for the respective periods set forth therein then ended (subject, in the case of unaudited interim quarterly financial statements, to the absence of notes and normal year-end audit adjustmentsadjustments that are not material in the aggregate and the exclusion of certain notes in accordance with the rules of the SEC relating to unaudited financial statements). (c) Except as set forth in Section 2.7 of the Company Disclosure Schedule, as As of the date hereof, neither the Company nor has not received any comments from the staff of SEC with respect to any of its Subsidiaries the SEC Documents that remain unresolved, nor has it received any liabilities (absolute, accrued, contingent inquiry or otherwise), except liabilities (i) reserved on, or disclosed or reflected in, information request from the Company's audited balance sheet (including any related notes and schedules thereto) for staff of the fiscal year ended December 31, 1997 included in SEC as of the Company's annual report on Form 20-F for such fiscal year, (ii) incurred in the ordinary course date of business since December 31, 1997, (iii) incurred in accordance with this Agreement or as to any matters affecting the transactions contemplated hereby or (iv) which would Company that has not be reasonably likely to have a Company Material Adverse Effectbeen adequately addressed.

SEC Documents and Financial Statements. The Company has made available to Parent, each registration statement, report, proxy statement or information statement (aother than preliminary materials) Since filed by the Company with the Securities and Exchange Commission ("SEC") since January 1, 19962000, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "Company Reports"), and the Company has filed all forms, reports, statements reports and other documents required to be filed by it with the Commission SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective dates, the Company Reports (i) were prepared in accordance with the applicable requirements of the Securities Act of 1933Act, as amended (the "Securities Exchange Act") , and the Exchange Act (such forms, reports, statements rules and other documents are hereinafter referred to as the "Company SEC Documents"). None of the Company SEC Documents, (if amended or superseded by a filing prior to the date of this Agreement, then as so amended), contains, regulations thereunder and no Company SEC Documents filed complied with the Commission on or subsequent to the date of this Agreement will contain, then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. All of the Company SEC Documents misleading except for such statements, if any, as have complied and each Company SEC Document filed been modified by subsequent filings with the Commission on or subsequent SEC prior to the date of this Agreement will comply in each case in all material respects with the applicable requirements hereof. Each of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. (b) The financial statements of the Company (including, consolidated balance sheets included in each case, any related notes or schedules thereto) contained or incorporated by reference in into the Company SEC Documents filed prior to Reports (including the date of this Agreement (irelated notes and schedules) have been prepared in accordance with the published rules and regulations of the Commission and United States generally accepted accounting principles, consistently applied ("GAAP") except as indicated in the notes thereto and (ii) present fairly presents in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its Subsidiaries as of its date and each of the respective dates consolidated statements of earnings, cash flows and stockholders' equity included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of the Company and its Subsidiaries for the respective periods set forth therein (subject, in the case of unaudited interim financial statements, to normal yearsuch exceptions as may be permitted by Form 10-end audit adjustments). (c) Except as set forth in Section 2.7 of Q under the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwiseExchange Act), except liabilities (i) reserved on, or disclosed or reflected in, the Company's audited balance sheet (including any related notes and schedules thereto) for the fiscal year ended December 31, 1997 included in the Company's annual report on Form 20-F for such fiscal year, (ii) incurred in the ordinary course of business since December 31, 1997, (iii) incurred each case in accordance with this Agreement or generally accepted accounting principles consistently applied during the transactions contemplated hereby or (iv) which would not periods involved, except as may be reasonably likely to have a Company Material Adverse Effectnoted therein.

SEC Documents and Financial Statements. (a) Since January 1, 1996, the The Company has timely (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) filed with or furnished (as applicable) to the SEC all forms, reports, schedules, statements and other documents required by it to be filed by it with or furnished (as applicable) since and including January 1, 2018 under the Commission pursuant to Exchange Act or the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (the "“Securities Act"”) and (together with all certifications required pursuant to the Exchange Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) (such forms, reports, schedules, statements and documents and any other forms, reports, schedules, statements and documents are hereinafter referred to filed by the Company with the SEC, as have been amended since the "Company time of their filing, collectively, the “SEC Documents"”). None As of their respective filing dates and except to the Company SEC Documents, (if amended or superseded extent corrected by a filing prior to subsequent SEC Document, the date of this Agreement, then as so amended), contains, and no Company SEC Documents (i) did not contain, when filed with the Commission on or subsequent to the date of this Agreement will containfurnished, any untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. All of the Company SEC Documents have misleading in any material respect; and (ii) complied and each Company SEC Document filed with the Commission on or subsequent to the date of this Agreement will comply in each case in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the Exchange Act, and the applicable rules and regulations promulgated of the SEC thereunder. (b) The All of the audited and unaudited financial statements of the Company included (including, in each case, any related notes or schedules thereto) contained or incorporated by reference reference) in the Company SEC Documents filed prior to (including the date of this Agreement related notes and schedules thereto), (i) have been were prepared in accordance with the published rules and regulations of the Commission and United States generally accepted accounting principles, consistently principles in the United States (“GAAP”) applied on a consistent basis during the periods involved ("GAAP") except as may be indicated in the notes thereto thereto), and (ii) present fairly presented (except as may be indicated in the notes thereto) in all material respects respects, the consolidated financial position and the consolidated results of operations operations, shareholders’ equity and cash flows of the Company and its consolidated Subsidiaries as of the respective dates or times and for the respective periods set forth therein then ended (subject, in the case of unaudited interim quarterly financial statements, to the absence of notes and normal year-end audit adjustmentsadjustments that are not material in the aggregate and the exclusion of certain notes in accordance with the rules of the SEC relating to unaudited financial statements). (c) Except as set forth in Section 2.7 of the Company Disclosure Schedule, as As of the date hereof, neither the Company nor has not received any comments from the staff of SEC with respect to any of its Subsidiaries the SEC Documents that remain unresolved, nor has it received any liabilities (absolute, accrued, contingent inquiry or otherwise), except liabilities (i) reserved on, or disclosed or reflected in, information request from the Company's audited balance sheet (including any related notes and schedules thereto) for staff of the fiscal year ended December 31, 1997 included in SEC as of the Company's annual report on Form 20-F for such fiscal year, (ii) incurred in the ordinary course date of business since December 31, 1997, (iii) incurred in accordance with this Agreement or as to any matters affecting the transactions contemplated hereby or (iv) which would Company that has not be reasonably likely to have a Company Material Adverse Effectbeen adequately addressed.

SEC Documents and Financial Statements. (a) Since January 1SST IV has timely filed with, 1996or furnished (on a publicly available basis) to the SEC, the Company has filed all forms, reportsdocuments, statements certifications, statements, schedules and other documents reports required to be filed or furnished by it SST IV under the Exchange Act or the Securities Act (together with the Commission all certifications required pursuant to the Securities Xxxxxxxx-Xxxxx Act of 1933, as amended 2002 (the "Securities “Xxxxxxxx-Xxxxx Act"”)) and since January 1, 2018 (the Exchange Act (such forms, reportsdocuments, certifications, statements, schedules, reports (including the financial statements and other documents are hereinafter referred to as referenced in Section 4.5(e)) filed with the "Company SEC Documents"). None of since January 1, 2018, including those filed with the Company SEC Documents, (if amended or superseded by a filing prior to since the date of this Agreement, then as so amendedif any, including any amendments thereto, the “SST IV SEC Documents”). (b) As of their respective filing dates, containsthe SST IV SEC Documents (i) complied, and no Company or with respect to SST IV SEC Documents filed after the date hereof, will comply, in all material respects with the Commission on requirements of the Securities Act or subsequent the Exchange Act, as the case may be, and the Xxxxxxxx-Xxxxx Act, and (ii) did not, or with respect to SST IV SEC Documents filed after the date of this Agreement hereof, will containnot, contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. All None of the Company SST IV SEC Documents have complied and each Company SEC Document filed with the Commission on or subsequent is, to the date Knowledge of this Agreement SST IV, the subject of ongoing SEC review or threatened review, and SST IV does not have any outstanding and unresolved comments from the SEC with respect to any SST IV SEC Documents. None of the SST IV SEC Documents is the subject of any confidential treatment request by SST IV. (c) The consolidated audited and unaudited financial statements of SST IV and the SST IV Subsidiaries included, or incorporated by reference, in the SST IV SEC Documents, including the related notes and schedules, (i) have been or will comply be, as the case may be, prepared from the books and records of SST IV and SST IV Subsidiaries in each all material respects, (ii) complied or will comply, as the case may be, as of their respective dates in all material respects with the then-applicable accounting requirements of the Securities Act and the Exchange Act, Act and the rules and regulations promulgated thereunder. (b) The financial statements of the Company (including, in each case, any related notes or schedules thereto) contained or incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement (i) have been prepared in accordance with the published rules and regulations of the Commission and United States generally accepted accounting principlesSEC with respect thereto, consistently (iii) have been or will be, as the case may be, prepared in accordance with GAAP applied on a consistent basis during the periods involved ("GAAP") except as may be indicated in the notes thereto thereto, or, in the case of the unaudited financial statements, for normal and recurring year-end adjustments and as may be permitted by the SEC on Form 10-Q or any successor form under the Exchange Act, which such adjustments are not, individually or in the aggregate, material to SST IV) and (iiiv) present fairly present, or will fairly present, as the case may be, in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein (subject, in the case of unaudited interim financial statements, to for normal and recurring year-end audit adjustments, none of which is material, individually or in the aggregate), the consolidated financial position of SST IV and the SST IV Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows of SST IV and the SST IV Subsidiaries for the periods presented therein. (cd) Except as set forth in Section 2.7 of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except liabilities (i) reserved onSST IV maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that material information required to be disclosed by SST IV in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to SST IV’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of SST IV required under the Exchange Act with respect to such reports, and (ii) such disclosure controls and procedures are effective in timely alerting SST IV’s principal executive officer and principal financial officer to material information required to be included in SST IV’s periodic reports required under the Exchange Act. SST IV and the SST IV Subsidiaries have designed and maintained a system of internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) reasonably designed to provide reasonable assurances (A) regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, (B) that transactions are executed in accordance with management’s general or specific authorizations, (C) that transactions are recorded as necessary to permit preparation of financial statements and to maintain asset accountability, (D) that access to assets is permitted only in accordance with management’s general or specific authorizations, (E) that the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (F) that accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. SST IV has disclosed to SST IV’s auditors and audit committee, based on the most recent evaluation by its Chief Executive Officer and its Chief Financial Officer prior to the date of this Agreement, (1) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect SST IV’s ability to record, process, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. (e) SST IV is not, and none of the SST IV Subsidiaries is, a party to, and neither SST IV nor any SST IV Subsidiary has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement, including any Contract relating to any transaction or relationship between or among SST IV and any SST IV Subsidiary, on the one hand, and any unconsolidated Affiliate of SST IV or any SST IV Subsidiary, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or disclosed or reflected in, the Company's audited any “off-balance sheet arrangements” (including as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any related notes and schedules theretomaterial transaction involving, or material liabilities of, SST IV, any SST IV Subsidiary or SST IV’s or such SST IV Subsidiary’s audited financial statements or other SST IV SEC Documents. (f) for Neither SST IV nor any SST IV Subsidiary is required to be registered as an investment company under the fiscal year ended Investment Company Act. . Since December 31, 1997 included in 2019 through the Company's annual report on Form 20-F for such fiscal yeardate of this Agreement, except as contemplated by this Agreement, (iia) incurred SST IV and each SST IV Subsidiary have conducted their respective business in all material respects in the ordinary course of business since December 31, 1997business, (iiib) incurred in accordance with this Agreement or neither SST IV nor any SST IV Subsidiary has taken any action that would have been prohibited by Section 6.1(b) (Conduct of the transactions contemplated hereby or (iv) which would not be reasonably likely to have a Company Material Adverse Effect.Business of SST

SEC Documents and Financial Statements. (a) Since January 1, 1996, the Company PECO has filed or furnished (as applicable), on a timely basis, with the SEC all forms, reports, certifications, schedules, statements and other documents required by it to be filed by it or furnished (as applicable) since and including January 1, 2015 under the Exchange Act or the Securities Act (together with the Commission all certifications required pursuant to the Securities Act of 1933Xxxxxxxx-Xxxxx Act) (such documents and any other documents filed or furnished by PECO with the SEC, as have been amended (since the "Securities Act") and time of their filing, collectively, the Exchange Act (such forms, reports, statements and other documents are hereinafter referred to as the "Company “PECO SEC Documents"”). None As of their respective filing dates, the Company SEC Documents, (if amended or superseded by a filing prior to the date of this Agreement, then as so amended), contains, and no Company PECO SEC Documents filed with the Commission on or subsequent to the date of this Agreement will contain, (including any financial statements contained therein) (i) did not contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. All of , except to the extent such statements have been modified or superseded by Company SEC Documents have later filed by the Company and (ii) complied and each Company SEC Document filed with the Commission on or subsequent to the date of this Agreement will comply in each case in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the Exchange Act, and the applicable rules and regulations promulgated of the SEC thereunder. (b) . Except as set forth on Schedule 4.7(a), PECO does not have any outstanding and unresolved comments from the SEC with respect to any of the PECO SEC Documents. The consolidated financial statements of the Company PECO Entities included in the PECO SEC Documents (includingthe “PECO Financial Statements”) complied, as of their respective dates of filing with the SEC, in each case, any related notes or schedules thereto) contained or incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement (i) have been prepared in accordance all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto (including Regulation S-X), were prepared from the books and United States generally accepted accounting principles, consistently applied ("GAAP") except as indicated in the notes thereto records of PECO and (ii) fairly present fairly in all material respects respects, in accordance with GAAP consistently applied during the consolidated periods covered thereby (except as otherwise disclosed therein), the financial position condition and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company and its Subsidiaries PECO (on a consolidated basis) as of the respective dates or of and for the respective periods set forth therein (referred to in the PECO Financial Statements, subject, in the case of the unaudited interim financial statements, to normal recurring year-end audit adjustmentsadjustments (the effect of which will not, individually or in the aggregate, be materially adverse to the PECO Entities) and the absence of notes (that, if presented, would not differ materially from those included in the most recent year-end PECO Financial Statements). (cb) Except as set forth in Section 2.7 of the Company Disclosure Schedule, as As of the date hereof, neither none of the Company nor any of its Subsidiaries PECO Entities has any material liabilities (absolute, accrued, contingent or otherwise)obligations of any nature of a type required to be reflected on a consolidated balance sheet of PECO in accordance with GAAP, except for liabilities and obligations: (i) as disclosed, reflected or reserved on, or disclosed or reflected in, against in the Company's audited balance sheet (including any related notes and schedules thereto) for the fiscal year ended of PECO dated as of December 31, 1997 included in the Company's annual report on Form 20-F for such fiscal year, 2017; (ii) incurred in the ordinary course Ordinary Course of business Business since December 31, 1997, 2017; (iii) incurred in accordance with pursuant to this Agreement or in connection with the transactions contemplated hereby Transactions; or (iv) which such other liabilities or obligations as would not be reasonably likely to not, individually or in the aggregate, have a Company PECO Material Adverse Effect. (c) The PECO Entities maintain internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s authorizations; and (ii) transactions are recorded as necessary to permit preparation of financial statements for external purposes in conformity with GAAP and to maintain accountability for assets.

SEC Documents and Financial Statements. (a) Since January 1The SmartStop Parties have timely filed with, 1996or furnished (on a publicly available basis) to the SEC, the Company has filed all forms, reportsdocuments, statements certifications, statements, schedules and other documents reports required to be filed or furnished by it SmartStop under the Exchange Act or the Securities Act (together with the Commission all certifications required pursuant to the Securities Act of 1933Xxxxxxxx-Xxxxx Act) since January 1, as amended 2018 (the "Securities Act") and the Exchange Act (such forms, reportsdocuments, certifications, statements, schedules, reports (including the financial statements and other documents are hereinafter referred to as referenced in Section 5.5(e)) filed with the "Company SEC Documents"). None of since January 1, 2018, including those filed with the Company SEC Documents, (if amended or superseded by a filing prior to since the date of this Agreement, then as so amendedif any, including any amendments thereto, the “SmartStop SEC Documents”). (b) As of their respective filing dates, containsthe SmartStop SEC Documents (i) complied, and no Company or with respect to SmartStop SEC Documents filed after the date hereof, will comply, in all material respects with the Commission on requirements of the Securities Act or subsequent the Exchange Act, as the case may be, and the Xxxxxxxx-Xxxxx Act, and (ii) did not, or with respect to SmartStop SEC Documents filed after the date of this Agreement hereof, will containnot, contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. All None of the Company SmartStop SEC Documents have complied and each Company SEC Document filed with the Commission on or subsequent is, to the date Knowledge of this Agreement SmartStop, the subject of ongoing SEC review or threatened review, and SmartStop does not have any outstanding and unresolved comments from the SEC with respect to any SmartStop SEC Documents. None of the SmartStop SEC Documents is the subject of any confidential treatment request by SmartStop. (c) The consolidated audited and unaudited financial statements of SmartStop and the SmartStop Subsidiaries included, or incorporated by reference, in the SmartStop SEC Documents, including the related notes and schedules, (i) have been or will comply be, as the case may be, prepared from, are in each accordance with, and accurately reflect the books and records of SmartStop and the SmartStop Subsidiaries in all material respects, (ii) complied or will comply, as the case may be, as of their respective dates in all material respects with the then-applicable accounting requirements of the Securities Act and the Exchange Act, Act and the rules and regulations promulgated thereunder. (b) The financial statements of the Company (including, in each case, any related notes or schedules thereto) contained or incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement (i) have been prepared in accordance with the published rules and regulations of the Commission and United States generally accepted accounting principlesSEC with respect thereto, consistently (iii) have been or will be, as the case may be, prepared in accordance with GAAP applied on a consistent basis during the periods involved ("GAAP") except as may be indicated in the notes thereto thereto, or, in the case of the unaudited financial statements, for normal and recurring year-end adjustments and as may be permitted by the SEC on Form 10-Q or any successor form under the Exchange Act and the published rules and regulations of the SEC with respect thereto, which such adjustments are not, individually or in the aggregate, material to SmartStop) and (iiiv) present fairly present, or will fairly present, as the case may be, in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein (subject, in the case of unaudited interim financial statements, to for normal and recurring year-end audit adjustments, none of which is material, individually or in the aggregate), the consolidated financial position of SmartStop and the SmartStop Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows of SmartStop and the SmartStop Subsidiaries for the periods presented therein. (cd) Except as set forth in Section 2.7 of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except liabilities (i) reserved onSmartStop maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that material information required to be disclosed by SmartStop in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to SmartStop’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of SmartStop required under the Exchange Act with respect to such reports, and (ii) such disclosure controls and procedures are effective in timely alerting SmartStop’s principal executive officer and principal financial officer to material information required to be included in SmartStop’s periodic reports required under the Exchange Act. SmartStop and the SmartStop Subsidiaries have designed and maintained a system of internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) reasonably designed to provide reasonable assurances (A) regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, (B) that transactions are executed in accordance with management’s general or specific authorizations, (C) that transactions are recorded as necessary to permit preparation of financial statements and to maintain asset accountability, (D) that access to assets is permitted only in accordance with management’s general or specific authorizations, (E) that the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (F) that accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. SmartStop has disclosed to SmartStop’s auditors and audit committee, based on the most recent evaluation by its Chief Executive Officer and its Chief Financial Officer prior to the date of this Agreement, (1) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect SmartStop’s ability to record, process, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. (e) SmartStop is not, and none of the SmartStop Subsidiaries is, a party to, and neither SmartStop nor any SmartStop Subsidiary has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement, including any Contract relating to any transaction or relationship between or among SmartStop and any SmartStop Subsidiary, on the one hand, and any unconsolidated Affiliate of SmartStop or any SmartStop Subsidiary, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or disclosed or reflected in, the Company's audited any “off-balance sheet arrangements” (including as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any related notes and schedules theretomaterial transaction involving, or material liabilities of, SmartStop, any SmartStop Subsidiary or SmartStop’s or such SmartStop Subsidiary’s audited financial statements or other SmartStop SEC Documents. (f) for Neither SmartStop nor any SmartStop Subsidiary is required to be registered as an investment company under the fiscal year ended Investment Company Act. . Since December 31, 1997 included in 2019 through the Company's annual report on Form 20-F for such fiscal yeardate of this Agreement, except as contemplated by this Agreement, (iia) incurred SmartStop and each SmartStop Subsidiary have conducted their respective business in all material respects in the ordinary course of business since December 31, 1997business, (iiib) incurred in accordance with neither SmartStop nor any SmartStop Subsidiary has taken any action that would have been prohibited by Section 6.2(a) (Conduct of the Business of SmartStop) if taken from and after the date of this Agreement and (c) there has not been any SmartStop Material Adverse Effect or any event, circumstance, change, effect, development, condition or occurrence that, individually or in the transactions contemplated hereby aggregate, with all other events, circumstances, changes, effects, developments, conditions or (iv) which occurrences, would not reasonably be reasonably likely expected to have a Company SmartStop Material Adverse Effect.

SEC Documents and Financial Statements. (a) Since January 1November 16, 19961995, the Company has filed with the SEC all forms, reports, statements and other documents required to be filed by it with the Commission pursuant to under the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder) (the "Securities Act") ), and the Exchange Act (such formsdocuments, reportstogether with any exhibits, statements schedules, amendments or supplements thereto, and other documents are hereinafter referred to as any information incorporated by reference therein, the "Company SEC Documents"). None As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and none of the Company SEC Documents, (if amended or superseded by a filing prior to the date of this Agreement, then as so amended), contains, and no Company SEC Documents filed with the Commission on or subsequent to the date of this Agreement will contain, contained any untrue statement of a material fact or omits or will omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. All of the Company SEC Documents have complied and each Company SEC Document filed with the Commission on or subsequent to the date of this Agreement will comply in each case in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. (b) The financial statements of the Company (including, in each case, any related notes or schedules thereto) contained or incorporated by reference included in the Company SEC Documents filed prior comply as to the date of this Agreement (i) have been prepared form in accordance all material respects with applicable accounting requirements and the published rules and regulations of the Commission and United States SEC with respect thereto, have been prepared in accordance with generally accepted accounting principlesprinciples (except, consistently in the case of unaudited statements, as permitted by the rules applicable to Form 10-Q of the SEC) applied on a consistent basis during the periods involved ("GAAP") except as may be indicated therein or in the notes thereto thereto) and (ii) fairly present fairly in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows of the Company and its Subsidiaries as of the respective dates or changes in financial position for the respective periods set forth therein then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustmentsadjustments and to any other adjustments described therein). (cb) Except as set forth in the Company SEC Documents or Section 2.7 of 4.6 the Company Disclosure Schedule, as of the date hereofLetter, neither the Company nor any of its Subsidiaries has any liabilities liability or obligation of any nature (whether accrued, absolute, accrued, contingent or otherwise), except for liabilities (i) reserved on, or disclosed or reflected in, the Company's audited balance sheet (including any related notes and schedules thereto) for the fiscal year ended December 31, 1997 included in the Company's annual report on Form 20-F for such fiscal year, (ii) obligations incurred in the ordinary course of business consistent with past practice since December 31, 1997, (iii) incurred in accordance with this Agreement or the transactions contemplated hereby or (iv) 1998 which would not be reasonably likely to not, individually or in the aggregate, have a Company Material Adverse EffectEffect on the Company. Neither the Company nor any of its Subsidiaries is in default in respect of the material terms and conditions of any indebtedness or other agreement.

SEC Documents and Financial Statements. (a) Since January 1-------------------------------------- October 31, 1996, the Company has filed with the SEC all forms, reports, statements and other documents required to be filed by it with the Commission pursuant to under the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder) (the "Securities Act") ), and the Exchange Act (such Act. The Company has, prior to the date of this Agreement, made available to Parent true and complete copies of all forms, reports, registration statements and other documents are hereinafter referred to as filed by the Company with the SEC between October 31, 1996 and the date hereof (such documents, together with any exhibits, schedules, amendments or supplements thereto, and any information incorporated by reference therein, the "Company SEC Documents"). None No Subsidiary of the Company SEC Documentsis required to file any form, (if report, schedule, registration statement, proxy statement or other document with the SEC. Except to the extent amended or superseded by a subsequent filing with the SEC made prior to the date hereof, as of this Agreementtheir respective dates (and if so amended or superseded, then as so amendedon the date of such filing), contains, and no the Company SEC Documents complied in all material respects (and any forms, reports, registration statements and other documents, together with any exhibits, schedules, amendments or supplements thereto and any information incorporated by reference therein, filed by the Company with the Commission on or SEC subsequent to the date hereof (the "Subsequent Filings") will comply in all material respects) with the requirements of this Agreement the Securities Act or the Exchange Act, as the case may be, and none of the Company SEC Documents contained (and all Subsequent Filings will not contain, ) any untrue statement of a material fact or omits or omitted (and all Subsequent Filings will omit not 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 are were made, not misleading. All of the Company SEC Documents have complied and each Company SEC Document filed with the Commission on or subsequent to the date of this Agreement will comply in each case in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. (b) The financial statements of the Company (including, in each case, any related notes or schedules thereto) contained or incorporated by reference included in the Company SEC Documents filed prior to the date of this Agreement (i) have been prepared comply in accordance all material respects with applicable accounting requirements and the published rules and regulations of the Commission and United States SEC with respect thereto, have been prepared in accordance with generally accepted accounting principlesprinciples (except, consistently in the case of unaudited statements, as permitted by the rules applicable to Form 10-Q of the SEC) applied on a consistent basis during the periods involved ("GAAP") except as may be indicated therein or in the notes thereto thereto) and (ii) fairly present fairly in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows of the Company and its Subsidiaries as of the respective dates or changes in financial position for the respective periods set forth therein then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustmentsadjustments and to any other adjustments described therein). The Company has made available to Parent true and correct copies of any filings or any amendments or modifications to any Company SEC documents that have not yet been filed with the SEC but that are required to be filed with the SEC in accordance with the Securities Act or the Exchange Act, as the case may be. (cb) Except as set forth in the Company SEC Documents or Section 2.7 3.7 of the Company Disclosure Schedule, as of the date hereofLetter, neither the Company nor any of its Subsidiaries has any liabilities liability or obligation of any nature (whether accrued, absolute, accrued, contingent or otherwise), except for liabilities (i) reserved on, or disclosed or reflected in, the Company's audited balance sheet (including any related notes and schedules thereto) for the fiscal year ended December 31, 1997 included in the Company's annual report on Form 20-F for such fiscal year, (ii) obligations incurred in the ordinary course of business consistent with past practice since December October 31, 19971999 that, (iii) incurred individually and in accordance with this Agreement or the transactions contemplated hereby or (iv) which aggregate, would not reasonably be reasonably likely expected to have a Company Material Adverse EffectEffect on the Company.

SEC Documents and Financial Statements. (a) Since QRC has filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 19962009 (each registration statement, the Company report, proxy statement or information statement (other than preliminary materials) it has so filed all formsafter January 1, reports, statements 2009 and other documents required to be filed by it with the Commission pursuant to the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act (such forms, reports, statements and other documents are hereinafter referred to as the "Company SEC Documents"). None of the Company SEC Documents, (if amended or superseded by a filing prior to the date of this Agreementhereof, then as so amended), contains, each in the form (including exhibits and no Company SEC Documents any amendments thereto) filed with the Commission on SEC, collectively, the “QRC Reports”). As of its respective date, each QRC Report (i) complied when filed in all material respects with the applicable requirements of the Exchange Act or subsequent to the date of this Agreement will containSecurities Act, as the case may be, and the rules and regulations thereunder and (ii) did not contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. All of the Company SEC Documents , except for any statements in any QRC Report that have complied and each Company SEC Document been modified by an amendment to such report filed with the Commission on or subsequent SEC prior to the date hereof. (b) There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to the QRC Reports. No enforcement action has been initiated against QRC relating to disclosures contained in any QRC Report. (c) Each of this Agreement will comply the consolidated balance sheets included in each case or incorporated by reference into the QRC Reports (including related notes and schedules) complied when filed as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. (b) The financial statements of the Company (including, in each case, any related notes or schedules thereto) contained or incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement (i) have been prepared in accordance with the published rules and regulations of the Commission and United States generally accepted accounting principles, consistently applied ("GAAP") except as indicated in the notes SEC with respect thereto and (ii) present fairly presents in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company QRC and its Subsidiaries as of its date, and each of the respective dates consolidated statements of operations, cash flows and changes in stockholders’ equity included in or incorporated by reference into the QRC Reports (including any related notes and schedules) complied when filed as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of QRC and its Subsidiaries for the respective periods set forth therein (subject, in the case of unaudited interim financial statements, to normal (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal, recurring year-end audit adjustmentsadjustments which are not material in the aggregate), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. (cd) Except as set forth in Section 2.7 of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except liabilities (i) reserved on, or disclosed or reflected in, as and to the Company's audited extent set forth on the consolidated balance sheet of QRC and its Subsidiaries included in the most recent QRC Report filed prior to the date of this Agreement that includes such a balance sheet, including all notes thereto, and (including any related notes and schedules theretoii) for the fiscal year ended liabilities and obligations incurred since December 31, 1997 included in the Company's annual report on Form 20-F for such fiscal year, (ii) incurred 2008 in the ordinary course of business since December 31consistent with past practice, 1997QRC and its Subsidiaries have not had any liabilities or obligations of any nature (whether accrued, (iiiabsolute, contingent or otherwise) incurred that would be required to be reflected on, or reserved against in, a consolidated balance sheet of QRC and its Subsidiaries or in the notes thereto prepared in accordance with this Agreement GAAP consistently applied, other than liabilities or obligations which, individually or in the transactions contemplated hereby or (iv) which would aggregate, have not be had and are not reasonably likely to have a Company QRC Material Adverse Effect.

SEC Documents and Financial Statements. (a) Since January 1, 19961997, the Company has timely filed all reports, schedules, forms, reports, statements and other documents required to be filed by it with the Securities and Exchange Commission ("SEC") pursuant to the reporting requirements of the Securities Exchange Act of 19331934, as amended (the "Securities Exchange Act") (all of the foregoing and the Exchange Act (such forms, reports, all exhibits included therein and financial statements and other schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are hereinafter referred to herein as the "Company SEC Documents"). None As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Company Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, (if amended or superseded by a filing prior to and none of the date of this AgreementSEC Documents, then as so amended), contains, and no Company SEC Documents at the time they were filed with the Commission on or subsequent to the date of this Agreement will containSEC, contained any untrue statement of a material fact or omits or will omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. All As of their respective dates, the financial statements of the Company included in the SEC Documents have complied and each Company SEC Document filed with the Commission on or subsequent as to the date of this Agreement will comply in each case form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. (b) The financial statements of the Company (including, in each case, any related notes or schedules thereto) contained or incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement (i) have been prepared in accordance with the published rules and regulations of the Commission and United States SEC with respect thereto. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles, consistently applied ("GAAP") except as indicated in applied, during the notes thereto periods involved and (ii) fairly and accurately present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). (c) . Except as set forth in Section 2.7 of the Company most recent balance sheet provided to the Lender or the Disclosure Schedule, as of the date hereof, neither the Company nor any of its Subsidiaries has any liabilities (absolute, accruedno liabilities, contingent or otherwise), except liabilities other than (i) reserved on, or disclosed or reflected in, the Company's audited balance sheet (including any related notes and schedules thereto) for the fiscal year ended December 31, 1997 included in the Company's annual report on Form 20-F for such fiscal year, (ii) liabilities incurred in the ordinary course of business since December 31, 1997, subsequent to the date of such financial statements and (iiiii) obligations under contracts and commitments incurred in accordance with this Agreement the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the transactions contemplated hereby aggregate, are not material to the financial condition or (iv) which would operating results of the Company. Except as disclosed in such financial statements, the Company is not be reasonably likely to have a Company Material Adverse Effectguarantor or indemnitor of any indebtedness of any other person, firm or corporation.

SEC Documents and Financial Statements. For the last two (a2) Since January 1years, 1996JWI has timely filed or furnished with the Securities and Exchange Commission (the “SEC” or the “Commission”) all reports, the Company has filed all schedules, forms, reportsstatements, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by it with the Commission pursuant to under the Securities Act of 1933, as amended (the "Securities Act") and or the Exchange Act (all such formsdocuments, reportscollectively, statements and other documents are hereinafter referred to as the "Company “SEC Documents"”). None of the Company The SEC Documents, including any audited or unaudited consolidated financial statements and any notes thereto or schedules included therein (if the “JWI Financial Statements”), at the time filed or furnished (except to the extent amended or superseded by a filing subsequently filed or furnished SEC Document filed or furnished prior to the date of this Agreement, then as so amended), contains, and no Company SEC Documents filed with the Commission on or subsequent to the date of this Agreement will contain, ) (a) did not contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, therein (in the light of the circumstances under which they are were made, ) not misleading. All of the Company SEC Documents have , (b) complied and each Company SEC Document filed with the Commission on or subsequent to the date of this Agreement will comply in each case in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Securities Act, as applicable and the rules (c) complied as to form in all material respects with applicable accounting requirements and regulations promulgated thereunder. (b) The financial statements of the Company (including, in each case, any related notes or schedules thereto) contained or incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement (i) have been prepared in accordance with the published rules and regulations of the Commission SEC with respect thereto. True, correct, and United States generally accepted accounting principles, consistently applied ("GAAP") except as indicated complete copies of all SEC Documents are publicly available in the notes thereto Electronic Data Gathering, Analysis, and (ii) present fairly in all material respects the consolidated financial position and the consolidated results of operations and cash flows Retrieval database of the Company SEC. The JWI Financial Statements were prepared from the books and its Subsidiaries as records of JWI in accordance with the requirements of the respective dates or for Securities Act, applied on a consistent basis during the respective periods set forth therein (covered thereby and subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). (c) Except , and present fairly in all material respects, the consolidated financial position and the results of operations of JWI and its consolidated subsidiaries as set forth of, and for the periods ended on, such applicable dates. The other financial information of JWI, if any, contained or incorporated by reference in Section 2.7 the SEC Documents has been derived from the accounting records of JWI, and fairly presents in all material respects the Company Disclosure Schedule, information purported to be shown thereby. Nothing has come to the attention of JWI that has caused it to believe that the statistical and market-related data included in the SEC Documents is not based on or derived from sources that are reliable and accurate in all material respects as of the date hereof, neither on which the Company nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except liabilities (i) reserved on, or disclosed or reflected in, the Company's audited balance sheet (including any related notes and schedules thereto) for the fiscal year ended December 31, 1997 included in the Company's annual report on Form 20-F for such fiscal year, (ii) incurred in the ordinary course of business since December 31, 1997, (iii) incurred in accordance with this Agreement or the transactions contemplated hereby or (iv) which would not be reasonably likely to have a Company Material Adverse Effectapplicable SEC Documents were filed.

SEC Documents and Financial Statements. (a) Since January 1, 19963.5.1 Except as set forth in Section 3.5.1 of the Company Disclosure Schedule, the Company Company, and each of its Subsidiaries that is or was required to do so, has timely filed all required reports, schedules, forms, reports, statements and other documents required to be filed by it with the Commission pursuant to SEC since October 1, 1992 (the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied with the requirements of the Securities Act of 1933, as amended (the "Securities Act") ), or the Exchange Act, as the case may be, and the Exchange Act (rules and regulations of the SEC promulgated thereunder applicable to such forms, reports, statements and other documents are hereinafter referred to as the "Company SEC Documents"). None , and none of the Company SEC Documents, (if amended or superseded by a filing prior to the date Documents as of this Agreement, then as so amended), contains, and no Company SEC Documents filed with the Commission on or subsequent to the date of this Agreement will contain, such dates contained any untrue statement of a material fact or omits or will omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. All . 3.5.2 The consolidated financial statements of the Company included in the Company SEC Documents have complied and each Company SEC Document filed with the Commission on or subsequent comply as to the date of this Agreement will comply in each case form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. (b) The financial statements of the Company (including, in each case, any related notes or schedules thereto) contained or incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement (i) have been prepared in accordance with the published rules and regulations of the Commission and United States SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles, consistently principles applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) and (ii) present fairly present, in all material respects respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of operations their operations, changes in shareholders' equity and consolidated cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit recurring adjustments, none of which is material). (c) 3.5.3 Except as set forth disclosed in Section 2.7 of the Company SEC Documents filed and publicly available prior to December 16, 1997 (the "Filed Company SEC Documents") or in the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise)other liabilities or obligations due or to become due, and there are no claims or causes of action (including but not limited to those relating to any Company Benefit Plan (as defined in Section 3.8.1) formerly maintained by the Company or any of its Subsidiaries or a Company ERISA Affiliate (as defined in Section 3.8.1) on or after January 1, 1992) that have been or, to the knowledge of the Company may be asserted against the Company or any of its Subsidiaries, except liabilities (i) as and to the extent reflected or reserved on, or disclosed or reflected in, against on the Company's audited balance sheet (including any related notes and schedules thereto) for the fiscal year ended December 31, 1997 included in the Company's annual report Annual Report on Form 2010-F K for such fiscal yearthe year ended September 30, 1997 (the "Company Base Balance Sheet"), or included in the notes to the Company Base Balance Sheet, (ii) for normal and recurring liabilities incurred since September 30, 1997, in the ordinary course of business since December 31consistent with past practice, 1997, and (iii) incurred for such other liabilities and obligations that are not in accordance with this Agreement or the transactions contemplated hereby or (iv) which would not be aggregate reasonably likely to have a Company Material Adverse Effect. For purposes of this Agreement, it is understood that all references to the knowledge of the Company means solely the knowledge of any one or more of the individuals listed on Section 3.5.3 of the Company Disclosure Schedule.

SEC Documents and Financial Statements. (a) Since January 1July 8, 19962020, the Company has timely filed with or furnished to (as applicable) the SEC all forms, reports, schedules, statements and other documents required by it to be filed by it with or furnished (as applicable) under the Commission pursuant to Exchange Act or the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (the "“Securities Act"”) and (together with all certifications required pursuant to the Exchange Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”)) (such forms, reports, schedules, statements and documents and any other forms, reports, schedules, statements and documents are hereinafter referred to filed by the Company with the SEC, as have been amended or modified since the "Company time of filing, collectively, the “SEC Documents"”). None As of their respective filing dates and except to the Company SEC Documents, (if amended or superseded extent corrected by a filing prior to subsequent SEC Document, the date of this Agreement, then as so amended), contains, and no Company SEC Documents (i) did not contain, when filed with the Commission on or subsequent to the date of this Agreement will containfurnished, any untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. All of the Company SEC Documents have misleading in any material respect, and (ii) complied and each Company SEC Document filed with the Commission on or subsequent to the date of this Agreement will comply in each case in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Sxxxxxxx-Xxxxx Act and the Exchange Act, and the applicable rules and regulations promulgated of the SEC thereunder. (b) The All of the consolidated financial statements of the Company (including, included in each case, any related notes or schedules thereto) contained or incorporated by reference in into the Company SEC Documents filed prior to (including the date of this Agreement related notes thereto) (collectively, the “Financial Statements”), (i) have been were prepared in accordance with the published rules and regulations of the Commission and United States generally accepted accounting principles, consistently principles in the United States (“U.S. GAAP”) applied on a consistent basis during the periods indicated ("GAAP") except as may be indicated in the notes thereto thereto), and (ii) present fairly presented, in all material respects respects, the consolidated financial position and position, the consolidated results of operations operations, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries as of the respective dates or thereof and for the respective periods set forth indicated therein (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustmentsadjustments that are not material in the aggregate and the exclusion of certain notes in accordance with the rules of the SEC relating to unaudited financial statements). (c) Except as set forth in Section 2.7 of the Company Disclosure Schedule, as As of the date hereof, neither the Company nor has not received any comments from the SEC with respect to any of its Subsidiaries the SEC Documents which remain unresolved, nor has it received any liabilities (absolute, accrued, contingent inquiry or otherwise), except liabilities (i) reserved on, or disclosed or reflected in, information request from the Company's audited balance sheet (including any related notes and schedules thereto) for SEC as of the fiscal year ended December 31, 1997 included in the Company's annual report on Form 20-F for such fiscal year, (ii) incurred in the ordinary course date of business since December 31, 1997, (iii) incurred in accordance with this Agreement or as to any matters affecting the transactions contemplated hereby or (iv) Company which would has not be reasonably likely to have a Company Material Adverse Effectbeen adequately addressed.

SEC Documents and Financial Statements. (a) Since QELP has filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 19962009 (each registration statement, the Company report, proxy statement or information statement (other than preliminary materials) it has so filed all formsafter January 1, reports, statements 2009 and other documents required to be filed by it with the Commission pursuant to the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act (such forms, reports, statements and other documents are hereinafter referred to as the "Company SEC Documents"). None of the Company SEC Documents, (if amended or superseded by a filing prior to the date of this Agreementhereof, then as so amended), contains, each in the form (including exhibits and no Company SEC Documents any amendments thereto) filed with the Commission on SEC, collectively, the “QELP Reports”). As of its respective date, each QELP Report (i) complied when filed in all material respects with the applicable requirements of the Exchange Act or subsequent to the date of this Agreement will containSecurities Act, as the case may be, and the rules and regulations thereunder and (ii) did not contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. All of the Company SEC Documents , except for any statements in any QELP Report that have complied and each Company SEC Document been modified by an amendment to such report filed with the Commission on or subsequent SEC prior to the date hereof. (b) There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to the QELP Reports. No enforcement action has been initiated against QELP relating to disclosures contained in any QELP Report. (c) Each of this Agreement will comply the consolidated balance sheets included in each case or incorporated by reference into the QELP Reports (including related notes and schedules) complied when filed as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. (b) The financial statements of the Company (including, in each case, any related notes or schedules thereto) contained or incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement (i) have been prepared in accordance with the published rules and regulations of the Commission and United States generally accepted accounting principles, consistently applied ("GAAP") except as indicated in the notes SEC with respect thereto and (ii) present fairly presents in all material respects the consolidated financial position of the QELP Entities as of its date, and each of the consolidated statements of operations, cash flows and changes in unitholders’ equity included in or incorporated by reference into the QELP Reports (including any related notes and schedules) complied when filed as to form in all material respects with the applicable accounting requirements and the consolidated published rules and regulations of the SEC with respect thereto and fairly presents in all material respects the results of operations and operations, cash flows or changes in unitholders’ equity, as the case may be, of the Company and its Subsidiaries as of the respective dates or QELP Entities for the respective periods set forth therein (subject, in the case of unaudited interim financial statements, to normal (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal, recurring year-end audit adjustmentsadjustments which are not material in the aggregate), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. (cd) Except as set forth in Section 2.7 of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except liabilities (i) reserved on, or disclosed or reflected in, as and to the Company's audited extent set forth on the consolidated balance sheet of the QELP Entities included in the most recent QELP Report filed prior to the date of this Agreement that includes such a balance sheet, including all notes thereto, and (including any related notes and schedules theretoii) for the fiscal year ended liabilities and obligations incurred since December 31, 1997 included in the Company's annual report on Form 20-F for such fiscal year, (ii) incurred 2008 in the ordinary course of business since December 31consistent with past practice, 1997the QELP Entities have not had any liabilities or obligations of any nature (whether accrued, (iiiabsolute, contingent or otherwise) incurred that would be required to be reflected on, or reserved against in, a consolidated balance sheet of the QELP Entities or in the notes thereto prepared in accordance with this Agreement GAAP consistently applied, other than liabilities or obligations which, individually or in the transactions contemplated hereby or (iv) which would aggregate, have not be had and are not reasonably likely to have a Company QELP Material Adverse Effect.

SEC Documents and Financial Statements. (a) Since Except as disclosed in SCHEDULE 3.7, since January 1, 19962001, the Company has timely filed with the Commission all forms, reports, schedules, statements and other documents required to be filed by it with under the Commission pursuant to Exchange Act, or the Securities Act of 1933(such documents, as supplemented and amended (since the time of filing, collectively, the "Securities Act") and the Exchange Act (such forms, reports, statements and other documents are hereinafter referred to as the "Company SEC DocumentsDOCUMENTS"). None of the Company The SEC Documents, including, without limitation, any financial statements or schedules included or incorporated by reference therein, at the time filed (if amended or superseded by a and, in the case of registration statements, on the dates of effectiveness) (i) as of its filing prior to the date of this Agreement, then as so amended), contains, and no Company SEC Documents filed with the Commission on or subsequent to the date of this Agreement will contain, did not contain any untrue statement of a material fact or omits or will 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 are were made, not misleading. All of the Company SEC Documents have , and (ii) complied and each Company SEC Document filed with the Commission on or subsequent to the date of this Agreement will comply in each case in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Securities Act, as the case may be, and the rules and regulations promulgated thereunder. (b) . The financial statements of the Company together with any related schedules and notes included in the SEC Documents at the time filed (includingand, in each casethe case of registration statements, any related notes or schedules theretoon the dates of effectiveness) contained or incorporated by reference complied as to form in the Company SEC Documents filed prior to the date of this Agreement (i) have been prepared in accordance all material respects with applicable accounting requirements and with the published rules and regulations of the Commission and United States generally accepted accounting principleswith respect thereto, consistently were prepared in accordance with GAAP applied on a consistent basis during the periods involved ("GAAP") except as may be indicated in the notes thereto thereto), and fairly present (iisubject in the case of unaudited statements to normal, recurring audit adjustments) present fairly in all material respects the consolidated combined financial position and the consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). (c) Except as set forth in Section 2.7 of the Company Disclosure ScheduleSubsidiaries, as of the date hereofdates thereof and the combined results of operations, neither statements of stockholder equity, and cash flows for the periods then ended. The balance sheet for the Company nor any of included in its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except liabilities (i) reserved on, or disclosed or reflected in, the Company's audited balance sheet (including any related notes and schedules thereto) annual report on Form 10-K for the fiscal year ended December 31, 1997 included in 2001 is referred to herein as the Company's annual report on Form 20-F for such fiscal year, (ii) incurred in the ordinary course of business since December 31, 1997, (iii) incurred in accordance with this Agreement or the transactions contemplated hereby or (iv) which would not be reasonably likely to have a Company Material Adverse Effect"RECENT BALANCE SHEET".

SEC Documents and Financial Statements. (a) Since The Company has made available to the Acquiror copies of each registration statement, offering circular, report, definitive proxy statement or information statement under the federal Securities Laws filed or circulated by it with respect to periods since January 1, 19961996 through the date of this Agreement and will promptly provide each such registration statement, offering circular, report, definitive proxy statement or information statement filed or circulated after the date hereof (collectively, the Company has filed all forms, reports, statements and other documents required to be filed by it with the Commission pursuant to the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act (such forms, reports, statements and other documents are hereinafter referred to as the "Company SEC Documents"), each in the form (including exhibits and any amendments thereto) filed with the SEC (or if not so filed, in the form used or circulated). None As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement), each of the Company SEC Documents, (if amended including the financial statements, exhibits and schedules thereto, filed or superseded by a filing circulated prior to the date hereof complied (and each of the SEC Documents filed after the date of this Agreement, then will comply) as so amended)to form with applicable Securities Laws and did not (or in the case of reports, containsstatements, and no Company SEC Documents or circulars filed with the Commission on or subsequent to after the date of this Agreement Agreement, will contain, not) contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. All Each of the Company Company's consolidated statements of condition or balance sheets included in or incorporated by reference into the SEC Documents, including the related notes and schedules, fairly presented (or, in the case of SEC Documents have complied and each Company SEC Document filed with the Commission on or subsequent to after the date of this Agreement Agreement, will comply in each case in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. (bfairly present) The financial statements of the Company (including, in each case, any related notes or schedules thereto) contained or incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement (i) have been prepared in accordance with the published rules and regulations of the Commission and United States generally accepted accounting principles, consistently applied ("GAAP") except as indicated in the notes thereto and (ii) present fairly in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates date of such statement of condition or balance sheet and each of the consolidated statements of income, cash flows and stockholders' equity included in or incorporated by reference into SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Financial Statements"), fairly presented (or, in the case of SEC Documents filed after the date of this Agreement, will fairly present) the consolidated results of operations, cash flows and stockholders' equity, as the case may be, of the Company and its Subsidiaries for the respective periods set forth therein (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). (c) Except as set forth , in Section 2.7 of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except liabilities (i) reserved on, or disclosed or reflected in, the Company's audited balance sheet (including any related notes and schedules thereto) for the fiscal year ended December 31, 1997 included in the Company's annual report on Form 20-F for such fiscal year, (ii) incurred in the ordinary course of business since December 31, 1997, (iii) incurred each case in accordance with this Agreement or generally accepted accounting principles consistently applied during the transactions contemplated hereby or periods involved (iv) which would not except as may be reasonably likely to have a Company Material Adverse Effectnoted therein and except that such unaudited statements include no notes).

SEC Documents and Financial Statements. (a) Since January 1, 1996, the The Company has timely (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) filed with or furnished (as applicable) to the SEC all forms, reports, schedules, statements and other documents required by it to be filed by it with or furnished (as applicable) since and including January 1, 2013 under the Commission pursuant to Exchange Act or the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (the "“Securities Act"”) and (together with all certifications required pursuant to the Exchange Act Saxxxxxx-Xxxxx Xct of 2002 (the “Saxxxxxx-Xxxxx Xct”)) (such forms, reports, schedules, statements and documents and any other forms, reports, schedules, statements and documents are hereinafter referred to filed by the Company with the SEC, as have been amended since the "Company time of their filing, collectively, the “SEC Documents"”). None As of their respective filing dates and except to the Company SEC Documents, (if amended or superseded extent corrected by a filing prior to subsequent SEC Document, the date of this Agreement, then as so amended), contains, and no Company SEC Documents (i) did not contain, when filed with the Commission on or subsequent to the date of this Agreement will containfurnished, any untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. All of the Company SEC Documents have misleading in any material respect, and (ii) complied and each Company SEC Document filed with the Commission on or subsequent to the date of this Agreement will comply in each case in all material respects with the applicable requirements of the Exchange Act or the Securities Act Act, as the case may be, the Saxxxxxx-Xxxxx Xct and the Exchange Act, and the applicable rules and regulations promulgated of the SEC thereunder. (b) The All of the audited and unaudited financial statements of the Company included (including, or incorporated by reference) in each case, any the SEC Documents (including the related notes or and schedules thereto) contained or incorporated by reference in (collectively, the Company SEC Documents filed prior to the date of this Agreement “Financial Statements”), (i) have been were prepared in accordance with the published rules and regulations of the Commission and United States generally accepted accounting principles, consistently principles in the United States (“GAAP”) applied on a consistent basis during the periods involved ("GAAP") except as may be indicated in the notes thereto thereto), and (ii) present fairly presented (except as may be indicated in the notes thereto) in all material respects respects, the consolidated financial position and the consolidated results of operations operations, shareholders’ equity and cash flows of the Company and its consolidated Subsidiaries as of the respective dates or times and for the respective periods set forth therein then ended (subject, in the case of unaudited interim quarterly financial statements, to the absence of notes and normal year-end audit adjustmentsadjustments that are not material in the aggregate and the exclusion of certain notes in accordance with the rules of the SEC relating to unaudited financial statements). (c) Except as set forth in Section 2.7 of the Company Disclosure Schedule, as As of the date hereof, neither the Company nor has not received any comments from the SEC with respect to any of its Subsidiaries the SEC Documents which remain unresolved, nor has it received any liabilities (absolute, accrued, contingent inquiry or otherwise), except liabilities (i) reserved on, or disclosed or reflected in, information request from the Company's audited balance sheet (including any related notes and schedules thereto) for SEC as of the fiscal year ended December 31, 1997 included in the Company's annual report on Form 20-F for such fiscal year, (ii) incurred in the ordinary course date of business since December 31, 1997, (iii) incurred in accordance with this Agreement or as to any matters affecting the transactions contemplated hereby or (iv) Company which would has not be reasonably likely to have a Company Material Adverse Effectbeen adequately addressed.

SEC Documents and Financial Statements. (a1) Since January 1Acquiror has made available to the Company copies of its Annual Report on Form 10-K for the fiscal year ended November 26, 19961999, and its Quarterly Reports on Form 10-Q for the fiscal quarters ended February 25, 2000 and May 26, 2000, each in the form (including exhibits and any -35- 41 amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date hereof, the Company has filed all forms, reports, statements and other documents required to be filed by it with the Commission pursuant to the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act (such forms, reports, statements and other documents are hereinafter referred to as the "Company SEC Documents"). None As of their respective dates, each of the Company SEC DocumentsDocuments (including the financial statements, (if amended exhibits and schedules thereto), filed, used or superseded by a filing circulated prior to the date of this Agreement, then as so amended), containshereof complied, and no Company any such SEC Documents filed with the Commission on filed, used or circulated subsequent to the date of this Agreement hereof will containcomply, as to form with the Exchange Act and did not, and will not, contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. All Each of Acquiror's consolidated statements of financial condition included in the Company SEC Documents, including the related notes and schedules thereto, fairly presents, or with respect to such statements included in SEC Documents have complied and each Company SEC Document filed with the Commission on or subsequent to after the date of this Agreement hereof will comply in each case fairly present, in all material respects with the applicable requirements of the Securities Act and the Exchange Actrespects, and the rules and regulations promulgated thereunder. (b) The financial statements of the Company (including, in each case, any related notes or schedules thereto) contained or incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement (i) have been prepared in accordance with the published rules and regulations of the Commission and United States generally accepted accounting principles, consistently applied ("GAAP") except as indicated in the notes thereto and (ii) present fairly in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company Acquiror and its Subsidiaries as of the respective dates date of such statement of financial condition and each of the consolidated statements of income, cash flows and owners' equity included in the SEC Documents, including any related notes and schedules thereto, fairly presents, or with respect to such statements included in SEC Documents filed after the date hereof will fairly present, in all material respects, the consolidated results of operations, cash flows and stockholders' equity of Acquiror and its Subsidiaries for the respective periods set forth therein (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustmentsadjustments and footnote disclosure), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved (except as may be noted therein and except that unaudited statements may not include notes) (the "Acquiror Financial Statements"). (c2) Except as set forth in Section 2.7 of the Company Disclosure Schedule, There are no liabilities as of the date hereof, neither the Company nor hereof of Acquiror or any of its Subsidiaries has of any liabilities (kind whatsoever that are required to be disclosed on its balance sheet, whether accrued, contingent, absolute, accrueddetermined, contingent determinable or otherwise), except and there is no existing condition, situation or set of circumstances known to Acquiror or any of its Subsidiaries which could reasonably be expected to result in such a liability, other than: (A) liabilities (i) reflected or reserved on, or disclosed or reflected in, the Company's audited balance sheet (including any related notes and schedules thereto) for the fiscal year ended December 31, 1997 included against in the Company's annual report on Form 20-F for such fiscal year, Acquiror Financial Statements; and (iiB) incurred liabilities arising in the ordinary course of business since December 31consistent with past practice, 1997after the date of the most recent balance sheet included in the Acquiror Financial Statements that are not and could not reasonably be expected to have a Material Adverse Effect with respect to Acquiror. (3) Since November 26, (iii) incurred in accordance with this Agreement 1999, there has not occurred any change, occurrence or the transactions contemplated hereby event, and no change, occurrence or (iv) event has become reasonably likely, which would not be has had, or is reasonably likely to have have, a Company Material Adverse EffectEffect with respect to Acquiror.

SEC Documents and Financial Statements. The REIT has made available to SCG on the REIT’s Website true and correct copies of each the following documents: (ai) Since January 1the REIT’s Annual Report on Form 10-K for the fiscal year ending December 31, 19962004, (ii) the REIT’s quarterly report on Form 10-Q for the quarter ended March 31, 2005, and (iii) all of the REIT’s current reports on Form 8-K filed at any time subsequent to December 31, 2004 through the date hereof, all of which have been filed by REIT with the SEC (collectively, the Company has filed “REIT Reports”). The REIT Reports were, and all forms, reports, statements and other documents required to be reports filed by it the REIT after the date hereof through the Closing Date (“Subsequent REIT Reports”) will be, prepared and filed in compliance with the Commission pursuant to 1934 Act and the Securities Act of 1933rules and regulations promulgated by the SEC thereunder, and did not, or will not, as amended (the "Securities Act") and the Exchange Act (such formsof their respective dates, reports, statements and other documents are hereinafter referred to as the "Company SEC Documents"). None of the Company SEC Documents, (if amended or superseded by a filing prior to the date of this Agreement, then as so amended), contains, and no Company SEC Documents filed with the Commission on or subsequent to the date of this Agreement will contain, contain any untrue statement of a material fact or omits or will omit to state a any material fact required to be stated therein or necessary in order to make the statements contained therein, in the light of the circumstances under which they are were made or will be made, not misleading. All of the Company SEC Documents have complied and each Company SEC Document filed with the Commission on or subsequent to the date of this Agreement will comply in each case in all material respects with the applicable requirements of the Securities Act The consolidated financial statements and the Exchange Act, and the rules and regulations promulgated thereunder. (b) The interim consolidated financial statements of the Company (including, in each case, any related notes or schedules thereto) contained or incorporated by reference REIT included in the Company SEC Documents filed prior to REIT Reports were prepared, and the date consolidated financial statements of this Agreement (i) have been prepared the REIT that will be included in any Subsequent REIT Reports will be prepared, in accordance with the published rules and regulations of the Commission and United States generally accepted accounting principles, consistently applied GAAP ("GAAP") except as may be indicated in the notes thereto thereto) and (ii) present fairly presented, or will fairly present, in all material respects the consolidated financial position condition and the consolidated results of operations and cash flows of the Company REIT and its Subsidiaries subsidiaries as of at the respective dates or thereof and for the respective periods set forth therein (then ended, subject, in the case of unaudited the interim consolidated financial statements, to normal year-end audit adjustments)adjustments and any other adjustments described therein. (c) Except as set forth in Section 2.7 of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except liabilities (i) reserved on, or disclosed or reflected in, the Company's audited balance sheet (including any related notes and schedules thereto) for the fiscal year ended December 31, 1997 included in the Company's annual report on Form 20-F for such fiscal year, (ii) incurred in the ordinary course of business since December 31, 1997, (iii) incurred in accordance with this Agreement or the transactions contemplated hereby or (iv) which would not be reasonably likely to have a Company Material Adverse Effect.

SEC Documents and Financial Statements. (a) Since January Attached to -------------------------------------- Schedule 4.8 are (i) all comment, inquiry or similar type letters received by the Company and/or its Subsidiaries from any federal and/or state securities regulatory authorities and any written communication by the Company and/or its Subsidiaries in response and (ii) all no-action requests or similar inquiries sent by the Company and/or its Subsidiaries to such authorities and any written communication received in response, in each case since July 1, 1996, the 1992. The Company has filed all forms, reports, statements reports and other documents required to be filed by it with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Securities ActSEC") since January 1, 1990 (collectively, the "Company Reports"). As of their respective dates, the Company Reports and the Exchange Act (any such forms, reports, statements forms and other documents are hereinafter referred to as the "Company SEC Documents"). None of filed by the Company SEC Documents, (if amended or superseded by a filing prior to the date of this Agreement, then as so amended), contains, and no Company SEC Documents filed with the Commission on or subsequent to SEC after the date of this Agreement (x) complied, or will containcomply, as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder and (y) did not, or will not, contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. All The representation in clause (y) of the preceding sentence does not apply to any misstatement or omission in any Company SEC Documents have complied and each Company SEC Document filed with the Commission on or subsequent to the date of this Agreement will comply in each case in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. (b) The financial statements of the Company (including, in each case, any related notes or schedules thereto) contained or incorporated by reference in the Company SEC Documents Report filed prior to the date of this Agreement (i) have been prepared in accordance which was superseded by a subsequent Company Report filed prior to the date of this Agreement. No Subsidiary of the Company is required to file any report, form or other document with the published rules and regulations SEC. (b) Each of the Commission consolidated balance sheets of the Company included in or incorporated by reference into the Company Reports (including the related notes and United States generally accepted accounting principlesschedules) presents fairly, consistently applied ("GAAP") except as indicated in the notes thereto and (ii) present fairly in all material respects respects, the consolidated financial position and the consolidated results of operations and cash flows of the Company and its Subsidiaries as of its date, and each of the respective dates consolidated statements of income, stockholders' equity and cash flows of the Company included in or incorporated by reference into the Company Reports (including any related notes and schedules) presents fairly, in all material respects, the results of operations, stockholders equity or cash flows, as the case may be, of the Company and its Subsidiaries for the respective periods set forth therein (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustmentsadjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. (c) Except as set forth in Section 2.7 of the Company Disclosure Schedule, as of the date hereof, neither Neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, accrued, contingent or otherwise)) that would be required to be reflected on, or reserved against in, a balance sheet of the Company or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities for (i) liabilities or obligations that were so reserved on, or disclosed or reflected inin (including the notes to), the Company's audited consolidated balance sheet (including any related notes and schedules thereto) for of the fiscal year ended December 31Company as of July 29, 1997 included in the Company's annual report on Form 20-F for such fiscal year1995, (ii) incurred liabilities or obligations arising in the ordinary course of business since December 31July 29, 19971995, and (iii) incurred in accordance with this Agreement liabilities or the transactions contemplated hereby or (iv) obligations which would not be reasonably likely to not, individually or in the aggregate, have a Company Material Adverse Effect. (d) The Company has previously furnished to Parent all accounting management letters and audit response letters for the Company or its Subsidiaries since January 1, 1992.

SEC Documents and Financial Statements. CMG has furnished Microsoft with a true and complete copy of each statement, report, schedule, registration statement and definitive proxy or information statement filed by CMG, or any present or former Subsidiary, with the Securities and Exchange Commission (a"SEC") Since January 1since July 31, 19961995 (the "CMG SEC DOCUMENTS"), which are all the documents (other than preliminary material) that CMG, or any present or former Subsidiary, was required to file with the SEC since such date. As of their respective filing dates, the Company has filed CMG SEC Documents complied in all forms, reports, statements and other documents required to be filed by it material respects with the Commission pursuant to requirements of the Securities Exchange Act of 1934 (the "1934 ACT") or the Securities Act of 19331933 ("1933 ACT"), as amended (the "Securities Act") case may be, and the Exchange Act (such forms, reports, statements rules and other documents are hereinafter referred to as the "Company SEC Documents"). None regulations of the Company SEC thereunder applicable to such CMG SEC Documents, (if amended or superseded by a filing prior to and none of the date of this Agreement, then as so amended), contains, and no Company CMG SEC Documents filed with the Commission on or subsequent to the date of this Agreement will contain, contained any untrue statement of a material fact or omits or will omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. All The financial statements of CMG included in the Company CMG SEC Documents have complied and each Company SEC Document filed with (the Commission on or subsequent "CMG FINANCIAL STATEMENTS") comply as to the date of this Agreement will comply in each case form in all material respects with the all applicable accounting requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. (b) The financial statements of the Company (including, in each case, any related notes or schedules thereto) contained or incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement (i) have been prepared in accordance with the published rules and regulations of the Commission SEC with respect thereto and United States have been prepared in accordance with generally accepted accounting principles, principles consistently applied ("GAAP") except as may be indicated in the notes thereto thereto) and (ii) fairly present fairly in all material respects the consolidated financial position of CMG and its Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein then ended (subject, in the case of unaudited interim financial statements, to normal year-end normal, recurring audit adjustmentsadjustments not material in scope or amount). (c) Except as set forth . There has been no change in Section 2.7 CMG's accounting policies or the methods of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent making accounting estimates or otherwise)changes in estimates that are material to CMG Financial Statements, except liabilities (i) reserved on, or disclosed or reflected in, the Company's audited balance sheet (including any related notes and schedules thereto) for the fiscal year ended December 31, 1997 included as described in the Company's annual report on Form 20-F for such fiscal year, (ii) incurred in the ordinary course of business since December 31, 1997, (iii) incurred in accordance with this Agreement or the transactions contemplated hereby or (iv) which would not be reasonably likely to have a Company Material Adverse Effectnotes thereto.

SEC Documents and Financial Statements. (a) Since January 1, 1996, the The Company has filed all forms, reports, statements and other documents required to be filed by it SEC Documents with the Commission pursuant since May 20, 1994. As of their respective dates, the SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933or the Exchange Act, as amended (the "Securities Act") case may be, and the Exchange Act (such forms, reports, statements rules and other documents are hereinafter referred to as the "Company SEC Documents"). None regulations of the Company Commission promulgated thereunder applicable to such SEC Documents, (if amended or superseded by a filing prior to and none of the date of this Agreement, then as so amended), contains, and no Company SEC Documents filed with the Commission on or subsequent to the date of this Agreement will contain, contained any untrue statement of a material fact or omits or will omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. All of Except to the Company SEC Documents have complied and each Company extent that information contained in any SEC Document has been revised or superseded by a later-filed with the Commission on or subsequent SEC Document, filed and publicly available prior to the date of this Agreement will comply in each case in all material respects with the applicable requirements Agreement, as of the Securities Act and date of this Agreement, none of the Exchange ActSEC Documents contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, and in light of the rules and regulations promulgated thereundercircumstances under which they were made, not misleading. (b) The financial statements of the Company (including, in each case, any related notes or schedules thereto) contained or incorporated by reference included in the Company SEC Documents filed prior complied as of their respective dates of filing with the Commission as to the date of this Agreement (i) have been prepared form in accordance all material respects with applicable accounting requirements and the published rules and regulations of the Commission and United States generally accepted accounting principleswith respect thereto, consistently have been prepared in accordance with GAAP (except in the case of unaudited statements, as permitted by Form 10-QSB, Form 10-Q or Form 8-K) applied on a consistent basis during the period involved ("GAAP") except as may be indicated in the notes thereto thereto) and (ii) fairly present fairly in all material respects the consolidated financial position and the consolidated position, results of operations operations, and cash flows of the Company as at the dates and its Subsidiaries as of the respective dates or for the respective periods set forth therein then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). (c) . Except as set forth in Section 2.7 of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its Subsidiaries has any SEC Documents and except for liabilities (absolute, accrued, contingent or otherwise), except liabilities (i) reserved on, or disclosed or reflected in, the Company's audited balance sheet (including any related notes and schedules thereto) for the fiscal year ended December 31, 1997 included in the Company's annual report on Form 20-F for such fiscal year, (ii) obligations incurred in the ordinary course of business since December 31consistent with past practice, 1997the Company does not have any liabilities or obligations of any nature (whether accrued, (iiiabsolute, contingent, or otherwise) incurred required by GAAP to be set forth on a balance sheet of the Company or in accordance with this Agreement the notes thereto which individually or in the transactions contemplated hereby or (iv) which would not aggregate could reasonably be reasonably likely expected to have a material adverse effect on the Company Material Adverse Effectand its financial position or results of operations.

SEC Documents and Financial Statements. (a) Since January 1, 1996, the Company The Representing Party has filed or furnished (as applicable), on a timely basis, with the SEC all forms, reports, certifications, schedules, statements and other documents required to be filed or furnished (as applicable) by it with under the Commission pursuant to Exchange Act or the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (the "“Securities Act"”) and the Exchange Act (such forms, reports, statements documents and any other documents are hereinafter referred to filed or furnished by the Representing Party with the SEC, as have been amended since the "Company time of their filing, collectively, the “Representing Party’s SEC Documents"”). None As of the Company SEC Documents, their respective filing dates (if amended or superseded by a filing prior to and the date of this Agreementtheir most recent amendment, then supplement or modification as so amendedfiled with the SEC), contains, and no Company the Representing Party’s SEC Documents (i) did not (or with respect to its SEC Documents filed with the Commission on or subsequent to after the date of this Agreement hereof, will contain, not) contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. All of misleading and (ii) complied, or with respect to the Company Representing Party’s SEC Documents have complied and each Company SEC Document filed with the Commission on or subsequent to after the date of this Agreement hereof, will comply in each comply, as the case may be, in all material respects with the applicable requirements of the Exchange Act or the Securities Act and Act, as the Exchange Actcase may be, and the applicable rules and regulations promulgated of the SEC thereunder. (b) The . All of the audited financial statements and unaudited interim financial statements of the Company Representing Party included in its SEC Documents (including, in each case, any including the related notes or and schedules thereto) contained or incorporated by reference in (collectively, the Company SEC Documents filed prior to the date of this Agreement “Representing Party’s Financial Statements”), (iA) have been or will be, as the case may be, prepared from, are in accordance with, and accurately reflect the books and records of the Representing Party and its Subsidiaries in all material respects as of the respective dates thereof, (B) complied as of their respective dates in all material respects with the then-applicable accounting requirements and the published rules and regulations of the Commission and SEC with respect thereto, (C) have been or will be, as the case may be, prepared in accordance with accounting principles generally accepted in the United States generally accepted accounting principles, consistently of America (“GAAP”) applied on a consistent basis during the periods involved ("GAAP") except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments and as may be permitted by the SEC on Form 10-Q, Form 8-K or any successor or like form under the Exchange Act), and (iiD) present fairly present, in all material respects respects, the consolidated financial position and the consolidated results of operations operations, stockholder’s equity and cash flows of the Company Representing Party and its consolidated Subsidiaries as of the respective dates or times and for the respective periods set forth therein (subject, in the case of unaudited interim financial statements, referred to normal year-end audit adjustments)therein. (c) Except as set forth in Section 2.7 of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except liabilities (i) reserved on, or disclosed or reflected in, the Company's audited balance sheet (including any related notes and schedules thereto) for the fiscal year ended December 31, 1997 included in the Company's annual report on Form 20-F for such fiscal year, (ii) incurred in the ordinary course of business since December 31, 1997, (iii) incurred in accordance with this Agreement or the transactions contemplated hereby or (iv) which would not be reasonably likely to have a Company Material Adverse Effect.

SEC Documents and Financial Statements. (a) Since January 1, 1996, The Company and each Company Subsidiary have filed with the Company has filed Securities and Exchange Commission (the "SEC") all forms, reports, statements schedules, statements, exhibits and other documents required to be filed by it with under the Commission pursuant to Exchange Act of 1934, as amended (the "EXCHANGE ACT"), or the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT") and ), (collectively, the "SEC DOCUMENTS"). As of its filing date or, if amended, as of the date of the last such amendment, each SEC Document fully complied with the applicable requirements of the Exchange Act (such formsand the Securities Act, reports, statements and other documents are hereinafter referred to as the "Company SEC Documents"). None case may be, and the applicable rules and regulations of the Company SEC Documentsthereunder. As of its filing date or, (if amended or superseded by a filing prior to amended, as of the date of this Agreementthe last such amendment, then as so amended), contains, and no Company each SEC Documents Document filed with the Commission on or subsequent pursuant to the date of this Agreement will contain, Exchange Act did not contain any untrue statement of a material fact or omits or will omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading. Except for Sweetheart Holdings Inc. and Sweetheart Cup Company Inc., in the light none of the circumstances under which they are madeCompany Subsidiaries is required to file any forms, not misleadingreports or other documents with the SEC. All of the Company audited consolidated financial statements and unaudited consolidated interim financial statements included in the SEC Documents have complied and each Company SEC Document filed with the Commission on or subsequent to the date of this Agreement will comply in each case in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. (b) The financial statements of the Company (including, in each case, any related notes or schedules thereto) contained or incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement (i) have been prepared from, are in accordance with and accurately reflect the books and records of the Company and its consolidated Subsidiaries or a Company Subsidiary and its consolidated Subsidiaries, as applicable, (ii) fully comply with the applicable accounting requirements and with the published rules and regulations of the Commission and United States generally accepted accounting principlesSEC with respect thereto, consistently (iii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved ("GAAP") except as may be indicated in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iv) fairly present, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of unaudited interim financial statements, to normal year-end adjustments) of the Company and its consolidated Subsidiaries or a Company Subsidiary and its consolidated Subsidiaries, as applicable, as of the times and for the periods referred to therein. (b) The Company has delivered to Parent the audited consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 28, 2003 and the related statements of operations and cash flows for the fiscal year ended September 28, 2003 (including the related notes and independent auditors report thereon) (collectively, the "FINANCIAL STATEMENTS"). The Financial Statements (i) have been prepared from, are in accordance with and accurately reflect the books and records of the Company and its consolidated Subsidiaries, (ii) present were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly present, in all material respects respects, the consolidated financial position and the consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). (c) Except as set forth in Section 2.7 of the Company Disclosure Scheduleconsolidated Subsidiaries, as of the date hereof, neither the Company nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except liabilities (i) reserved on, or disclosed or reflected in, the Company's audited balance sheet (including any related notes times and schedules thereto) for the fiscal year ended December 31, 1997 included in the Company's annual report on Form 20-F for such fiscal year, (ii) incurred in the ordinary course of business since December 31, 1997, (iii) incurred in accordance with this Agreement or the transactions contemplated hereby or (iv) which would not be reasonably likely periods referred to have a Company Material Adverse Effecttherein.

SEC Documents and Financial Statements. (ai) Since January 1, 1996, the The Company has filed or furnished (as applicable) all forms, documents, reports, statements and other documents certifications, together with any amendments required to be made with respect thereto, required to be filed or furnished by it with the Commission pursuant SEC since September 30, 2009 (as amended through the date hereof, the “SEC Documents”). As of their respective dates, or, if amended prior to the date hereof, as of the date of the last such amendment prior to the date hereof, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended 1933 (the "“Securities Act"”) and the Exchange Act (such formsAct, reports, statements and other documents are hereinafter referred to as the "Company SEC Documents"). None case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents, (if amended or superseded by a filing prior to the date of this Agreement, then as so amended), contains, and no Company SEC Documents filed with the Commission on or subsequent to the date of this Agreement will contain, contained any untrue statement of a material fact or omits or will omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. All As of the Company SEC Documents have complied and each Company SEC Document filed with the Commission on or subsequent to the date of this Agreement will comply Agreement, there are no outstanding or unresolved comments in each case in all material respects with comment letters received from the applicable requirements staff of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunderSEC. (bii) The consolidated financial statements (including all related notes and schedules thereto) of the Company (including, in each case, any related notes or schedules thereto) contained or incorporated by reference included in the Company SEC Documents filed prior to the date of this Agreement (i) have been prepared in accordance with the published rules and regulations of the Commission and United States generally accepted accounting principles, consistently applied ("GAAP") except as indicated in the notes thereto and (ii) fairly present fairly in all material respects the consolidated financial position of the Company and the Company Subsidiaries, as of the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows of the Company and its Subsidiaries as of the respective dates or their consolidated changes in shareholders’ equity for the respective periods set forth therein indicated (subject, in the case of the unaudited interim financial statements, to normal and recurring non-material year-end audit adjustmentsadjustments and to any other adjustments described therein, including the notes thereto) and (ii) have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto). . Since September 30, 2009, there has been no material change in the Company’s accounting methods or principles that would be required to be disclosed in the Company’s financial statements in accordance with GAAP, except as described in the notes to such financial statements. The Company (ci) Except has implemented and maintains disclosure controls and procedures (as set forth defined in Section 2.7 Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, including the Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company Disclosure Scheduleby others within those entities and (ii) has established and maintains internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) to ensure the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, as including without limitation such policies and procedures specified in Rule 14a-15(f)(1)-(3) of the Exchange Act. As of the date hereof, the Company has not identified any existing material weaknesses in the design or operation of the internal control over financial reporting. (iii) Since September 30, 2009, neither the Company nor any nor, to the knowledge of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except liabilities (i) reserved on, or disclosed or reflected in, the Company's audited balance sheet (, any Company Subsidiary or director, officer or auditor of the Company has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any related notes and schedules thereto) for complaint, allegation, assertion or claim that the fiscal year ended December 31, 1997 included Company or any Company Subsidiary has engaged in the Company's annual report on Form 20-F for such fiscal year, (ii) incurred in the ordinary course of business since December 31, 1997, (iii) incurred in accordance with this Agreement questionable accounting or the transactions contemplated hereby or (iv) which would not be reasonably likely to have a Company Material Adverse Effectauditing practices.

SEC Documents and Financial Statements. (a) Since January 1, 19961997, the Company has timely filed all reports, schedules, forms, reports, statements and other documents required to be filed by it with the Securities and Exchange Commission ("SEC") pursuant to the reporting requirements of the Securities Exchange Act of 19331934, as amended (the "Securities Exchange Act") (all of the foregoing and the Exchange Act (such forms, reports, all exhibits included therein and financial statements and other schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are hereinafter referred to herein as the "Company SEC Documents"). None As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Company Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, (if amended or superseded by a filing prior to and none of the date of this AgreementSEC Documents, then as so amended), contains, and no Company SEC Documents at the time they were filed with the Commission on or subsequent to the date of this Agreement will containSEC, contained any untrue statement of a material fact or omits or will omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. All As of their respective dates, the financial statements of the Company included in the SEC Documents have complied and each Company SEC Document filed with the Commission on or subsequent as to the date of this Agreement will comply in each case form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. (b) The financial statements of the Company (including, in each case, any related notes or schedules thereto) contained or incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement (i) have been prepared in accordance with the published rules and regulations of the Commission and United States SEC with respect thereto. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles, consistently applied ("GAAP") except as indicated in applied, during the notes thereto periods involved and (ii) fairly and accurately present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). (c) . Except as set forth in Section 2.7 of the most recent audited balance sheet provided to the Lender, the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its Subsidiaries has any liabilities (absolute, accruedno liabilities, contingent or otherwise), except liabilities other than (i) reserved on, or disclosed or reflected in, the Company's audited balance sheet (including any related notes and schedules thereto) for the fiscal year ended December 31, 1997 included in the Company's annual report on Form 20-F for such fiscal year, (ii) liabilities incurred in the ordinary course of business since December 31, 1997, subsequent to the date of such financial statements and (iiiii) obligations under contracts and commitments incurred in accordance with this Agreement the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the transactions contemplated hereby aggregate, are not material to the financial condition or (iv) which would operating results of the Company. Except as disclosed in such financial statements, the Company is not be reasonably likely to have a Company Material Adverse Effectguarantor or indemnitor of any indebtedness of any other person, firm or corporation.

SEC Documents and Financial Statements. (a) Since January 1, 1996, the Company Parent has filed as of the date hereof all forms, reports, statements and other documents required to be filed by it with the Commission pursuant to the Securities Act of 1933SEC since January 1, as amended 2001 (the "Securities Act") and the Exchange Act (such forms, reports, statements and other documents are hereinafter referred to as the "Company Parent SEC Documents"). None Except as otherwise described in Section 2.6(a) of the Company SEC DocumentsParent Letter, (if amended or superseded by a filing prior to as of their respective dates, the date of this Agreement, then as so amended), contains, and no Company Parent SEC Documents filed complied in all material respects with the Commission on requirements of the Securities Act or subsequent to the date Exchange Act, as the case may be, and, at the respective times they were filed, none of this Agreement will contain, the Parent SEC Documents contained any untrue statement of a material fact or omits or will omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. All of the Company SEC Documents have complied and each Company SEC Document filed with the Commission on or subsequent to the date of this Agreement will comply in each case in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. (b) The consolidated financial statements of the Company (including, in each case, any related notes or schedules theretonotes) contained or incorporated by reference of Parent included in the Company Parent SEC Documents filed prior to the date complied as of this Agreement (i) have been prepared their respective dates in accordance all material respects with all applicable accounting requirements and the published rules and regulations of the Commission and SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles, consistently applied principles ("GAAP") (except, in the case of the unaudited statements, as permitted by Form 10-QSB of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto thereto) and (ii) present fairly presented in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustmentsadjustments and to any other adjustments described therein). Except as disclosed in the Parent SEC Documents or as required by GAAP, Parent has not, since December 31, 2001, made any material change in the accounting practices or policies applied in the preparation of financial statements. (c) Except as set forth in Section 2.7 of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of Parent and its Subsidiaries has do not have any liabilities or obligations (absolute, whether accrued, contingent contingent, due or otherwise), except liabilities to become due or whether or not required to be reflected in financial statements in accordance with GAAP) other than (i) reserved on, or disclosed or liabilities reflected in, in the Company's audited balance sheet (including any related notes and schedules thereto) for the fiscal year ended December 31, 1997 2001 balance sheet included in the Company's annual report on Form 20-F for such fiscal yearParent SEC Documents (the "Parent Balance Sheet"), (ii) normal or recurring liabilities incurred since the date of the Parent Balance Sheet in the ordinary course of business since December 31consistent with past practices, 1997, and (iii) liabilities incurred in accordance the performance of or as contemplated by this Agreement. (d) All accounts receivable of Parent whether reflected in the Parent Balance Sheet or otherwise, represent sales actually made in the ordinary course of business, and are current and collectible net of any reserves shown on the Parent Balance Sheet (which reserves were calculated consistent with this Agreement or the transactions contemplated hereby or past practices). (ive) which would Parent does not be reasonably likely to have a Company Material Adverse Effectmaintain any inventory.

SEC Documents and Financial Statements. (a) Since January 1, 1996, the Company has Red Cannxx xxx filed all required reports, schedules, forms, reports, statements and other documents required to be filed by it with the Commission pursuant to the Securities Act of 1933SEC on a timely basis since September 1, as amended 1996 (the "Securities Act") and the Exchange Act (such forms, reports, statements and other documents are hereinafter referred to as the "Company SEC Red Cannxx XXX Documents"). None As of their respective dates, the Red Cannxx XXX Documents complied as to form in all material respects with the requirements of Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Company SEC promulgated thereunder applicable to such Red Cannxx XXX Documents, (if amended or superseded by a filing prior to and none of the date of this Agreement, then as so amended), contains, and no Company SEC Red Cannxx XXX Documents filed with the Commission on or subsequent to the date of this Agreement will contain, contained any untrue statement of a material fact or omits or will omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. All of the Company SEC Documents have complied and each Company SEC Document filed with the Commission on or subsequent Except to the date of this Agreement will comply extent that information contained in each case in all material respects with the applicable requirements of the Securities Act any Red Cannxx XXX Document has been revised or superseded by a later- filed Red Cannxx XXX Document, filed and the Exchange Act, and the rules and regulations promulgated thereunder. (b) The financial statements of the Company (including, in each case, any related notes or schedules thereto) contained or incorporated by reference in the Company SEC Documents filed publicly available prior to the date of this Agreement (i) have been prepared Agreement, as of the date of this Agreement, none of the Red Cannxx XXX Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in accordance order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Red Cannxx xxxluded in the Red Cannxx XXX Documents complied as of their respective dates of filing with the SEC as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission and United States SEC with respect thereto, have been prepared in accordance with generally accepted accounting principlesprinciples (except, consistently in the case of unaudited statements, as permitted by Form 10-Q or 8-K) applied on a consistent basis during the period involved ("GAAP") except as may be indicated in the notes thereto thereto) and (ii) fairly present fairly in all material respects the consolidated financial position and the consolidated position, results of operations and cash flows of as at the Company dates and its Subsidiaries as of the respective dates or for the respective periods set forth therein then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). (c) . Except as set forth in Section 2.7 the financial statements of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except liabilities (i) reserved on, or disclosed or reflected in, the Company's audited balance sheet (including any related notes and schedules thereto) for the fiscal year ended December 31, 1997 included Red Cannxx xxxluded in the Company's annual report on Form 20-F Red Cannxx XXX Documents and except for such fiscal year, (ii) liabilities and obligations incurred in the ordinary course of business consistent with past practice, since December August 31, 19971998, neither Red Cannxx xxx any of its subsidiaries has incurred any material liabilities or obligations of any nature (iiiwhether accrued, absolute, contingent or otherwise) incurred required by generally accepted accounting principles to be set forth on a consolidated balance sheet of Red Cannxx xxx its consolidated subsidiaries or in accordance with this Agreement the notes thereto or the transactions contemplated hereby that has had or (iv) which would not be is reasonably likely to have a Company Material Red Cannxx Xxxerial Adverse Effect.

SEC Documents and Financial Statements. The Company has furnished or made available to the Purchaser a true and complete copy of each statement, report, registration statement (awith the prospectus in the form filed pursuant to Rule 424(b) Since under the Securities Act, definitive proxy statement and other filing filed with the SEC by the Company since January 1, 1996, and, prior to the Closing, the Company will have furnished the Purchaser with true and complete copies of any additional documents 8 12 filed with the SEC by the Company prior to the Closing (collectively, the "SEC Documents"). In addition, the Company has made available to the Purchaser all exhibits to the SEC Documents filed prior to the date hereof, and will promptly make available to the Purchaser all forms, reports, exhibits to any additional SEC Documents filed prior to the Closing. The Company has filed with the SEC all reports and registration statements and other filings required to be filed with the SEC under the rules and regulations of the SEC. All documents required to be filed by it as exhibits to the SEC Documents have been so filed, and all material contracts so filed as exhibits are in full force and effect, except those which have expired in accordance with their terms or have been revised as disclosed in the SEC Documents, and neither the Company nor any of its subsidiaries is in default thereunder. As of their respective filing dates, the SEC Documents complied in all material respects with the Commission pursuant to the Securities Act requirements of 1933, as amended (the "Securities Act") and the Exchange Act (such formsand the Securities Act, reports, statements and other documents are hereinafter referred to as the "Company SEC Documents"). None none of the Company SEC Documents, (if amended or superseded by a filing prior to the date of this Agreement, then as so amended), contains, and no Company SEC Documents filed with the Commission on or subsequent to the date of this Agreement will contain, contained any untrue statement of a material fact or omits or will omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading, except to the extent corrected by a subsequently filed SEC Document. All The financial statements of the Company Company, including the notes thereto, included in the SEC Documents have (the "Financial Statements") were complete and correct in all material respects as of their respective dates, complied and each Company SEC Document filed with the Commission on or subsequent as to the date of this Agreement will comply in each case form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. (b) The financial statements of the Company (including, in each case, any related notes or schedules thereto) contained or incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement (i) have been prepared in accordance with the published rules and regulations of the Commission SEC with respect thereto as of their respective dates, and United States were prepared in accordance with generally accepted accounting principles, consistently principles applied on a basis consistent throughout the periods indicated and consistent with each other ("GAAP") except as may be indicated in the notes thereto or, in the case of unaudited statements included in Quarterly Reports on Form 10-Q, as permitted by Form 10-Q of the SEC). The Financial Statements fairly present the financial condition and (ii) present fairly in all material respects the consolidated financial position and the consolidated operating results of operations and cash flows of the Company and its Subsidiaries as of subsidiaries at the respective dates or and for the respective periods set forth indicated therein (subject, in the case of unaudited interim financial statements, to normal normal, recurring year-end audit adjustments). (c) Except as set forth in Section 2.7 of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its Subsidiaries . There has any liabilities (absolute, accrued, contingent or otherwise), except liabilities (i) reserved on, or disclosed or reflected in, the Company's audited balance sheet (including any related notes and schedules thereto) for the fiscal year ended December 31, 1997 included been no change in the Company's annual report on Form 20-F for such fiscal year, (ii) incurred accounting policies except as described in the ordinary course of business since December 31, 1997, (iii) incurred in accordance with this Agreement or notes to the transactions contemplated hereby or (iv) which would not be reasonably likely to have a Company Material Adverse EffectFinancial Statements.

SEC Documents and Financial Statements. The Company has previously made available to Purchaser true and complete copies of (a) all annual reports filed with the SEC pursuant to the Exchange Act since December 31, 1998, (b) all other reports, filed with the SEC since December 31, 1998, and (c) any registration statements declared effective by the SEC since December 31, 1998. Since January 1December 31, 19961998, the Company has timely filed all forms, reports, statements reports and other documents filings required to be filed by it with the Commission pursuant to the Securities Act of 1933, as amended (the "Securities Act") and under the Exchange Act (such forms, reports, statements and other documents are hereinafter referred to as the "Company SEC Documents"“COMPANY REPORTS”). None The consolidated financial statements of the Company SEC Documents, (if amended or superseded by a filing prior to and its subsidiaries included in the date of this Agreement, then as so amended), contains, Company’s most recent report on Forms 20-F and no Company SEC Documents any other reports filed with the Commission on SEC by the Company subsequent thereto were, or subsequent to (if filed after the date hereof but prior to Closing) will be, prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved and fairly present, or will present, the consolidated financial position for the Company and its subsidiaries as of this Agreement the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended (except with respect to interim period financial statements, for normal year-end adjustments which are, individually or in the aggregate, not material in amount); the Company Reports were, or (if filed after the date hereof) will containbe, prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and the rules of any stock exchange or trading system on which the shares of the Company were traded or quoted at such time, as the case may be; and, as of the time of filing or on the date that an amendment or supplement thereto was filed, the Company Reports, as amended or supplemented, did not and will not contain any untrue statement of a material fact or omits or will 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 are were made, not misleading. All The Company has delivered to the Purchaser draft consolidated, non audited and non reviewed balance sheet and statement of profit and loss of the Company SEC Documents have complied and each Company SEC Document filed with the Commission on or subsequent to the date of this Agreement will comply in each case in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. (b) The financial statements of the Company (including, in each case, any related notes or schedules thereto) contained or incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement (i) have been prepared in accordance with the published rules and regulations of the Commission and United States generally accepted accounting principles, consistently applied ("GAAP") except as indicated in the notes thereto and (ii) present fairly in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein (subjectsix months ended June 30, in the case of unaudited interim financial statements, to normal year-end audit adjustments)2003. (c) Except as set forth in Section 2.7 of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except liabilities (i) reserved on, or disclosed or reflected in, the Company's audited balance sheet (including any related notes and schedules thereto) for the fiscal year ended December 31, 1997 included in the Company's annual report on Form 20-F for such fiscal year, (ii) incurred in the ordinary course of business since December 31, 1997, (iii) incurred in accordance with this Agreement or the transactions contemplated hereby or (iv) which would not be reasonably likely to have a Company Material Adverse Effect.

SEC Documents and Financial Statements. (a) Since January 1Except as indicated on Schedule 4.10, 1996, the Company Black Diamond has filed on a timely basis all forms, reports, statements and other documents required to be filed by it with the Commission pursuant SEC since January 1, 2000 (all such documents filed since January 1, 2000 and prior to the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act (such forms, reports, statements and other documents date hereof are hereinafter referred to as the "Company Black Diamond SEC Documents"). None Complete and correct copies of the Company Black Diamond SEC DocumentsDocuments have been made available to the Transferors. As of their respective dates, (or if amended or superseded by a filing prior to as of the date of this Agreementthe last such amendment, then the Black Diamond SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as so amendedthe case may be (including all applicable rules and regulations promulgated by the SEC relating to Black Diamond's audit committee), contains, and no Company none of the Black Diamond SEC Documents filed with the Commission on or subsequent to as of the date of this Agreement will contain, thereof contained any untrue statement of a material fact or omits or will omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. All Complete and accurate copies of the Company SEC Documents unaudited consolidated balance sheet, consolidated statements of operations, consolidated statements of stockholders' equity and consolidated statements of cash flows (together with any supplementary information thereto) of Black Diamond, all as of and for the six-month period ended June 30, 2002 (the "Black Diamond Interim Financial Information") have complied and each Company SEC Document filed with the Commission on or subsequent been provided to the date of this Agreement will comply in each case Transferors. The Black Diamond Financial Statements fairly present, in all material respects with the applicable requirements of the Securities Act and the Exchange Actrespects, and the rules and regulations promulgated thereunder. (b) The financial statements of the Company (including, in each case, any related notes or schedules thereto) contained or incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement (i) have been prepared in accordance with the published rules and regulations of the Commission and United States generally accepted accounting principles, consistently applied ("GAAP") except as indicated in the notes thereto and (ii) present fairly in all material respects the consolidated financial position of Black Diamond, as of and for the respective dates thereof, and the consolidated results of its operations and its consolidated cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein then ended (subject, in the case of unaudited interim financial statementsthe Black Diamond Interim Financial Information, to normal year-end audit adjustmentsadjustments and to any other adjustments described therein) in conformity with GAAP during the periods involved (except as may be indicated therein or in the notes thereto and the Black Diamond Interim Financial Information do not contain the footnotes required by GAAP). (c) Except as set forth . Since June 30, 2002, Black Diamond has not made any change in Section 2.7 of the Company Disclosure Schedule, as of accounting practices or policies applied in the date hereof, neither the Company nor any preparation of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise)financial statements, except liabilities (i) reserved on, or disclosed or reflected in, the Company's audited balance sheet (including any related notes and schedules thereto) for the fiscal year ended December 31, 1997 included in the Company's annual report on Form 20-F for such fiscal year, (ii) incurred in the ordinary course of business since December 31, 1997, (iii) incurred in accordance with this Agreement or the transactions contemplated hereby or (iv) which would not as may be reasonably likely to have a Company Material Adverse Effectrequired by GAAP.

SEC Documents and Financial Statements. (a) Since January 1, 1996, the Company Microsoft has filed all forms, reports, statements reports and other documents required to be filed by it with the Commission pursuant to SEC since July 1, 1995 through the Securities Act date of 1933this Agreement (collectively, as amended (the "Securities Act") and the Exchange Act (such forms, reports, statements and other documents are hereinafter referred to as the "Company Microsoft SEC Documents"). None As of their respective filing dates, the Microsoft SEC Documents complied in all material respects with the requirements of the Company Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Microsoft SEC Documents, (if amended or superseded by a filing prior to and none of the date of this Agreement, then as so amended), contains, and no Company Microsoft SEC Documents filed with the Commission on or subsequent to the date of this Agreement will contain, contained any untrue statement of a material fact or omits or will omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. All As of their respective filing dates, the Company financial statements of Microsoft included in the Microsoft SEC Documents have (the "Microsoft Financial Statements") complied and each Company SEC Document filed with the Commission on or subsequent as to the date of this Agreement will comply in each case form in all material respects with the all applicable accounting requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. (b) The financial statements of the Company (including, in each case, any related notes or schedules thereto) contained or incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement (i) have been prepared in accordance with the published rules and regulations of the Commission SEC with respect thereto and United States were prepared in accordance with generally accepted accounting principles, principles consistently applied ("GAAP") except as may be indicated in the notes thereto thereto) and (ii) present fairly presented, in all material respects respects, the consolidated financial position of Microsoft and its Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein then ended (subject, in the case of unaudited interim financial statements, to normal year-end normal, recurring audit adjustmentsadjustments not material in scope or amount). (c) Except . There has been no change in Microsoft's accounting policies or the methods of making accounting estimates or changes in estimates that are material to Microsoft Financial Statements or estimates except as set forth in Section 2.7 of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except liabilities (i) reserved on, or disclosed or reflected in, the Company's audited balance sheet (including any related notes and schedules thereto) for the fiscal year ended December 31, 1997 included described in the Company's annual report on Form 20-F for such fiscal year, (ii) incurred in the ordinary course of business since December 31, 1997, (iii) incurred in accordance with this Agreement or the transactions contemplated hereby or (iv) which would not be reasonably likely to have a Company Material Adverse Effectnotes thereto.

SEC Documents and Financial Statements. (a) Since January 13.5.1 The Company and each of its Material Subsidiaries that is or was required by law to do so, 1996, the Company has timely filed all required reports, schedules, forms, reports, statements and other documents required to be filed by it with the Securities and Exchange Commission pursuant (the "SEC") since March 16, 1998 (the date on which the Company was first required under federal securities laws to file with the SEC) (the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") ), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the Exchange Act (rules and regulations of the SEC promulgated thereunder applicable to such forms, reports, statements and other documents are hereinafter referred to as the "Company SEC Documents"). None , and none of the Company SEC Documents, (if amended or superseded by a filing prior to the date Documents as of this Agreement, then as so amended), contains, and no Company SEC Documents filed with the Commission on or subsequent to the date of this Agreement will contain, such dates contained any untrue statement of a material fact or omits or will omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. All . 3.5.2 The consolidated financial statements of the Company included in the Company SEC Documents have complied and each Company SEC Document filed with the Commission on or subsequent as to the date of this Agreement will comply in each case form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. (b) The financial statements of the Company (including, in each case, any related notes or schedules thereto) contained or incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement (i) have been prepared in accordance with the published rules and regulations of the Commission and SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles, consistently principles applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) and (ii) present fairly present, in all material respects respects, 6 11 the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of operations their operations, changes in shareholders' equity and consolidated cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustmentsrecurring adjustments and absence of footnotes, none of which is material). (c) 3.5.3 Except as set forth disclosed in the Company SEC Documents filed and publicly available prior to June 10, 1998 (the "Filed Company SEC Documents") or in Section 2.7 3.5.3 of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its Material Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise)other liabilities or obligations due or to become due, and there are no claims or causes of action that have been or, to the Knowledge of the Company, may be asserted against the Company or any of its Material Subsidiaries, except liabilities (ia) as and to the extent reflected or reserved on, or disclosed or reflected in, against on the Company's audited balance sheet (including any related notes and schedules thereto) for the fiscal year ended December 31, 1997 included in the Company's annual report Annual Report on Form 2010-F K for such fiscal yearthe year ended January 31, 1998 (iithe "Company Base Balance Sheet"), or included in the notes to the Company Base Balance Sheet; (b) for normal and recurring liabilities incurred since January 31, 1998, in the ordinary course of business since December 31, 1997, consistent with past practice; and (iiic) incurred for such other liabilities and obligations that are not in accordance with this Agreement or the transactions contemplated hereby or (iv) which would not be aggregate reasonably likely to have a Company Material Adverse Effect.

SEC Documents and Financial Statements. (a) Since January 1, 1996, the Company Sealant has filed on a timely basis all forms, reports, statements and other documents required to be filed by it with the Commission pursuant SEC since January 1, 2002 (all such documents filed since January 1, 2002 and prior to the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act (such forms, reports, statements and other documents date hereof are hereinafter referred to as the "Company Sealant SEC Documents"). None Complete and correct copies of the Company Sealant SEC DocumentsDocuments have been made available to PowerChannel. As of their respective dates, (or if amended or superseded by a filing prior to as of the date of this Agreementthe last such amendment, then the Sealant SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as so amended), containsthe case may be, and no Company none of the Sealant SEC Documents filed with the Commission on or subsequent to as of the date of this Agreement will contain, thereof contained any untrue statement of a material fact or omits or will omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. All Complete and accurate copies of the Company SEC Documents unaudited consolidated balance sheet, consolidated statements of operations, consolidated statements of stockholders' equity and consolidated statements of cash flows (together with any supplementary information thereto) of Sealant have complied and each Company SEC Document filed with the Commission on or subsequent been provided to the date of this Agreement will comply in each case PowerChannel. The Sealant Financial Statements fairly present, in all material respects with the applicable requirements of the Securities Act and the Exchange Actrespects, and the rules and regulations promulgated thereunder. (b) The financial statements of the Company (including, in each case, any related notes or schedules thereto) contained or incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement (i) have been prepared in accordance with the published rules and regulations of the Commission and United States generally accepted accounting principles, consistently applied ("GAAP") except as indicated in the notes thereto and (ii) present fairly in all material respects the consolidated financial position of Sealant, as of and for the respective dates thereof, and the consolidated results of its operations and its consolidated cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein then ended (subject, in the case of unaudited interim financial statementsthe Sealant Interim Financial Information, to normal year-end audit adjustmentsadjustments and to any other adjustments described therein) in conformity with GAAP during the periods involved (except as may be indicated therein or in the notes thereto and the Sealant Interim Financial Information do not contain the footnotes required by GAAP). (c) Except as set forth . Since March 31, 2003, Sealant has not made any change in Section 2.7 of the Company Disclosure Schedule, as of accounting practices or policies applied in the date hereof, neither the Company nor any preparation of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise)financial statements, except liabilities (i) reserved on, or disclosed or reflected in, the Company's audited balance sheet (including any related notes and schedules thereto) for the fiscal year ended December 31, 1997 included in the Company's annual report on Form 20-F for such fiscal year, (ii) incurred in the ordinary course of business since December 31, 1997, (iii) incurred in accordance with this Agreement or the transactions contemplated hereby or (iv) which would not as may be reasonably likely to have a Company Material Adverse Effectrequired by GAAP.

SEC Documents and Financial Statements. (a) Since January 1, 1996, the Company DDS has filed on a timely basis all forms, reports, statements and other documents required to be filed by it with the Commission pursuant SEC since January 1, 2000 (all such documents filed since January 1, 2000 and prior to the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act (such forms, reports, statements and other documents date hereof are hereinafter referred to as the "Company DDS SEC Documents"). None Complete and correct copies of the Company DDS SEC DocumentsDocuments have been made available to Fishtheworld. As of their respective dates, (or if amended or superseded by a filing prior to as of the date of this Agreementthe last such amendment, then the DDS SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as so amendedthe case may be (including all applicable rules and regulations promulgated by the SEC relating to DDS's audit committee), contains, and no Company none of the DDS SEC Documents filed with the Commission on or subsequent to as of the date of this Agreement will contain, thereof contained any untrue statement of a material fact or omits or will omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. All Complete and accurate copies of the Company SEC Documents unaudited consolidated balance sheet, consolidated statements of operations, consolidated statements of stockholders' equity and consolidated statements of cash flows (together with any supplementary information thereto) of DDS, all as of and for the three-month period ended January 31, 2003 (the "DDS Interim Financial Information") have complied and each Company SEC Document filed with the Commission on or subsequent been provided to the date of this Agreement will comply in each case Fishtheworld. The DDS Financial Statements fairly present, in all material respects with the applicable requirements of the Securities Act and the Exchange Actrespects, and the rules and regulations promulgated thereunder. (b) The financial statements of the Company (including, in each case, any related notes or schedules thereto) contained or incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement (i) have been prepared in accordance with the published rules and regulations of the Commission and United States generally accepted accounting principles, consistently applied ("GAAP") except as indicated in the notes thereto and (ii) present fairly in all material respects the consolidated financial position of DDS, as of and for the respective dates thereof, and the consolidated results of its operations and its consolidated cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein then ended (subject, in the case of unaudited interim financial statementsthe DDS Interim Financial Information, to normal year-end audit adjustmentsadjustments and to any other adjustments described therein) in conformity with GAAP during the periods involved (except as may be indicated therein or in the notes thereto and the DDS Interim Financial Information do not contain the footnotes required by GAAP). (c) Except as set forth . Since January 31, 2003, DDS has not made any change in Section 2.7 of the Company Disclosure Schedule, as of accounting practices or policies applied in the date hereof, neither the Company nor any preparation of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise)financial statements, except liabilities (i) reserved on, or disclosed or reflected in, the Company's audited balance sheet (including any related notes and schedules thereto) for the fiscal year ended December 31, 1997 included in the Company's annual report on Form 20-F for such fiscal year, (ii) incurred in the ordinary course of business since December 31, 1997, (iii) incurred in accordance with this Agreement or the transactions contemplated hereby or (iv) which would not as may be reasonably likely to have a Company Material Adverse Effectrequired by GAAP.

SEC Documents and Financial Statements. (a) Since January 1December 18, 19962019, the Company has filed with or furnished to (as applicable) the SEC all forms, reports, schedules, statements and other documents required by it to be filed by it with or furnished (as applicable) under the Commission pursuant to Exchange Act or the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (the "“Securities Act"”) and (together with all certifications required pursuant to the Exchange Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) which are applicable to the Company) (such forms, reports, schedules, statements and other documents are hereinafter referred to filed by the Company with the SEC, as have been amended or modified since the "Company time of filing, collectively, the “SEC Documents"”). None As of their respective filing dates and except to the Company SEC Documents, (if amended or superseded extent corrected by a filing prior to subsequent SEC Document, the date of this Agreement, then as so amended), contains, and no Company SEC Documents (i) did not contain, when filed with the Commission on or subsequent to the date of this Agreement will containfurnished, any untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. All of the Company SEC Documents have misleading in any material respect, and (ii) complied and each Company SEC Document filed with the Commission on or subsequent to the date of this Agreement will comply in each case in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the Exchange Act, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the date hereof, there are no outstanding or unresolved comments received from the SEC staff with respect to the SEC Documents. (b) The All of the audited and unaudited financial statements of the Company included (including, or incorporated by reference) in each case, any the SEC Documents (including the related notes or and schedules thereto) contained or incorporated by reference in (collectively, the Company SEC Documents filed prior to the date of this Agreement “Financial Statements”), (i) have been were prepared in accordance with the published rules and regulations of International Financial Reporting Standards as promulgated by the Commission and United States generally accepted accounting principles, consistently International Accounting Standards Board (“IFRS”) applied on a consistent basis during the periods involved ("GAAP") except as may be indicated in the notes thereto thereto), and (ii) present fairly presented in all material respects respects, the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates or times and for the respective periods set forth therein then ended (taking into account the notes thereto, and subject, in the case of unaudited interim quarterly financial statements, to normal year-end audit adjustments). (c) Except as set forth in Section 2.7 adjustments and the exclusion of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except liabilities (i) reserved on, or disclosed or reflected in, the Company's audited balance sheet (including any related certain notes and schedules thereto) for the fiscal year ended December 31, 1997 included in the Company's annual report on Form 20-F for such fiscal year, (ii) incurred in the ordinary course of business since December 31, 1997, (iii) incurred in accordance with this Agreement or the transactions contemplated hereby or (iv) which would not be reasonably likely rules of the SEC relating to have a Company Material Adverse Effectunaudited financial statements).

SEC Documents and Financial Statements. (a) Since January 1December 18, 19962019, the Company has filed with or furnished to (as applicable) the SEC all forms, reports, schedules, statements and other documents required by it to be filed by it with or furnished (as applicable) under the Commission pursuant to Exchange Act or the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (the "“Securities Act"”) and (together with all certifications required pursuant to the Exchange Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”) which are applicable to the Company) (such forms, reports, schedules, statements and other documents are hereinafter referred to filed by the Company with the SEC, as have been amended or modified since the "Company time of filing, collectively, the “SEC Documents"”). None As of their respective filing dates and except to the Company SEC Documents, (if amended or superseded extent corrected by a filing prior to subsequent SEC Document, the date of this Agreement, then as so amended), contains, and no Company SEC Documents (i) did not contain, when filed with the Commission on or subsequent to the date of this Agreement will containfurnished, any untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. All of the Company SEC Documents have misleading in any material respect, and (ii) complied and each Company SEC Document filed with the Commission on or subsequent to the date of this Agreement will comply in each case in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Sxxxxxxx-Xxxxx Act and the Exchange Act, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the date hereof, there are no outstanding or unresolved comments received from the SEC staff with respect to the SEC Documents. (b) The All of the audited and unaudited financial statements of the Company included (including, or incorporated by reference) in each case, any the SEC Documents (including the related notes or and schedules thereto) contained or incorporated by reference in (collectively, the Company SEC Documents filed prior to the date of this Agreement “Financial Statements”), (i) have been were prepared in accordance with the published rules and regulations of International Financial Reporting Standards as promulgated by the Commission and United States generally accepted accounting principles, consistently International Accounting Standards Board (“IFRS”) applied on a consistent basis during the periods involved ("GAAP") except as may be indicated in the notes thereto thereto), and (ii) present fairly presented in all material respects respects, the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates or times and for the respective periods set forth therein then ended (taking into account the notes thereto, and subject, in the case of unaudited interim quarterly financial statements, to normal year-end audit adjustments). (c) Except as set forth in Section 2.7 adjustments and the exclusion of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except liabilities (i) reserved on, or disclosed or reflected in, the Company's audited balance sheet (including any related certain notes and schedules thereto) for the fiscal year ended December 31, 1997 included in the Company's annual report on Form 20-F for such fiscal year, (ii) incurred in the ordinary course of business since December 31, 1997, (iii) incurred in accordance with this Agreement or the transactions contemplated hereby or (iv) which would not be reasonably likely rules of the SEC relating to have a Company Material Adverse Effectunaudited financial statements).

SEC Documents and Financial Statements. (a) Since January 1, 19961997, -------------------------------------- the Company has timely filed all reports, schedules, forms, reports, statements and other documents required to be filed by it with the Commission SEC pursuant to the Securities Act reporting requirements of 1933, as amended (the "Securities Act") and the Exchange Act (such forms, reports, all of the foregoing and all exhibits included therein and financial statements and other schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are hereinafter referred to herein as the "Company SEC Documents"). None As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Company Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, (if amended or superseded by a filing prior to and none of the date of this AgreementSEC Documents, then as so amended), contains, and no Company SEC Documents at the time they were filed with the Commission on or subsequent to the date of this Agreement will containSEC, contained any untrue statement of a material fact or omits or will omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. All As of their respective dates, the financial statements of the Company included in the SEC Documents have complied and each Company SEC Document filed with the Commission on or subsequent as to the date of this Agreement will comply in each case form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. (b) The financial statements of the Company (including, in each case, any related notes or schedules thereto) contained or incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement (i) have been prepared in accordance with the published rules and regulations of the Commission and United States SEC with respect thereto. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles, consistently applied ("GAAP") except as indicated in applied, during the notes thereto periods involved and (ii) fairly and accurately present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). (c) . Except as set forth in Section 2.7 of the most recent audited balance sheet provided to the Investors by the Company, the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its Subsidiaries has any liabilities (absolute, accruedno liabilities, contingent or otherwise), except liabilities other than (i) reserved on, or disclosed or reflected in, the Company's audited balance sheet (including any related notes and schedules thereto) for the fiscal year ended December 31, 1997 included in the Company's annual report on Form 20-F for such fiscal year, (ii) liabilities incurred in the ordinary course of business since December 31, 1997, subsequent to the date of such financial statements and (iiiii) obligations under contracts and commitments incurred in accordance with this Agreement the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the transactions contemplated hereby aggregate, are not material to the financial condition or (iv) which would operating results of the Company. Except as disclosed in such financial statements, the Company is not be reasonably likely to have a Company Material Adverse Effectguarantor or indemnitor of any indebtedness of any other person, firm or corporation.

SEC Documents and Financial Statements. (a) Since January 1, 19962020, the Company has timely (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) filed with or furnished to (as applicable) the SEC all forms, reports, schedules, statements and other documents required by it to be filed by it with or furnished (as applicable) under the Commission pursuant to Exchange Act or the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (the "“Securities Act"”) and (together with all certifications required pursuant to the Exchange Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) (such forms, reports, schedules, statements and documents and any other forms, reports, schedules, statements and documents are hereinafter referred to filed by the Company with the SEC, as have been amended since the "Company time of their filing, collectively, the “SEC Documents"”). None As of their respective filing dates and except to the Company SEC Documents, (if amended or superseded extent corrected by a filing prior to subsequent SEC Document, the date of this Agreement, then as so amended), contains, and no Company SEC Documents (i) did not contain, when filed with the Commission on or subsequent to the date of this Agreement will containfurnished, any untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. All of the Company SEC Documents have misleading in any material respect, and (ii) complied and each Company SEC Document filed with the Commission on or subsequent to the date of this Agreement will comply in each case in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the Exchange Act, and the applicable rules and regulations promulgated of the SEC thereunder. (b) The All of the audited and unaudited financial statements of the Company included (including, or incorporated by reference) in each case, any the SEC Documents (including the related notes or and schedules thereto) contained or incorporated by reference in (collectively, the Company SEC Documents filed prior to the date of this Agreement “Financial Statements”), (i) have been were prepared in accordance with the published rules and regulations of the Commission and United States generally accepted accounting principles, consistently principles in the United States (“GAAP”) applied on a consistent basis during the periods involved ("GAAP") except as may be indicated in the notes thereto thereto), and (ii) present fairly presented (except as may be indicated in the notes thereto) in all material respects respects, the consolidated financial position and the consolidated results of operations operations, shareholders’ equity and cash flows of the Company and its consolidated Subsidiaries as of the respective dates or times and for the respective periods set forth therein then ended (subject, in the case of unaudited interim quarterly financial statements, to the absence of notes and normal year-end audit adjustmentsadjustments that are not material in the aggregate and the exclusion of certain notes in accordance with the rules of the SEC relating to unaudited financial statements). (c) Except as set forth in Section 2.7 To the Knowledge of the Company Disclosure ScheduleCompany, none of the SEC Documents is, as of the date of this Agreement, the subject of ongoing SEC review. As of the date hereof, neither the Company nor has not received any comments from the SEC with respect to any of its Subsidiaries the SEC Documents which remain unresolved, nor has it received any liabilities (absolute, accrued, contingent inquiry or otherwise), except liabilities (i) reserved on, or disclosed or reflected in, information request from the Company's audited balance sheet (including any related notes and schedules thereto) for SEC as of the fiscal year ended December 31, 1997 included in the Company's annual report on Form 20-F for such fiscal year, (ii) incurred in the ordinary course date of business since December 31, 1997, (iii) incurred in accordance with this Agreement or as to any matters affecting the transactions contemplated hereby or (iv) Company which would has not be reasonably likely to have a Company Material Adverse Effectbeen adequately addressed.

SEC Documents and Financial Statements. (a) Since January 1, 19961997, -------------------------------------- the Company has timely filed all reports, schedules, forms, reports, statements and other documents required to be filed by it with the Securities and Exchange Commission ("SEC") pursuant to the reporting requirements of the Securities Exchange Act of 19331934, as amended (the "Securities Exchange Act") (all of the foregoing and the Exchange Act (such forms, reports, all exhibits included therein and financial statements and other schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are hereinafter referred to herein as the "Company SEC Documents"). None As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Company Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, (if amended or superseded by a filing prior to and none of the date of this AgreementSEC Documents, then as so amended), contains, and no Company SEC Documents at the time they were filed with the Commission on or subsequent to the date of this Agreement will containSEC, contained any untrue statement of a material fact or omits or will omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. All As of their respective dates, the financial statements of the Company included in the SEC Documents have complied and each Company SEC Document filed with the Commission on or subsequent as to the date of this Agreement will comply in each case form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. (b) The financial statements of the Company (including, in each case, any related notes or schedules thereto) contained or incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement (i) have been prepared in accordance with the published rules and regulations of the Commission and United States SEC with respect thereto. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles, consistently applied ("GAAP") except as indicated in applied, during the notes thereto periods involved and (ii) fairly and accurately present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). (c) . Except as set forth in Section 2.7 of the most recent audited balance sheet provided to the Lender, the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its Subsidiaries has any liabilities (absolute, accruedno liabilities, contingent or otherwise), except liabilities other than (i) reserved on, or disclosed or reflected in, the Company's audited balance sheet (including any related notes and schedules thereto) for the fiscal year ended December 31, 1997 included in the Company's annual report on Form 20-F for such fiscal year, (ii) liabilities incurred in the ordinary course of business since December 31, 1997, subsequent to the date of such financial statements and (iiiii) obligations under contracts and commitments incurred in accordance with this Agreement the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the transactions contemplated hereby aggregate, are not material to the financial condition or (iv) which would operating results of the Company. Except as disclosed in such financial statements, the Company is not be reasonably likely to have a Company Material Adverse Effectguarantor or indemnitor of any indebtedness of any other person, firm or corporation.

SEC Documents and Financial Statements. (a) Since January 1Except as set forth on Schedule 4.7 of the PECO Disclosure Letter, 1996, the Company PECO has filed or furnished (as applicable), on a timely basis, with the SEC all forms, reports, certifications, schedules, statements and other documents required by it to be filed by it or furnished (as applicable) since and including January 1, 2016 under the Exchange Act or the Securities Act (together with the Commission all certifications required pursuant to the Securities Act of 1933Xxxxxxxx-Xxxxx Act) (such documents and any other documents filed or furnished by PECO with the SEC, as have been amended (since the "Securities Act") and time of their filing, collectively, the Exchange Act (such forms, reports, statements and other documents are hereinafter referred to as the "Company “PECO SEC Documents"”). None As of their respective filing dates, the Company SEC Documents, (if amended or superseded by a filing prior to the date of this Agreement, then as so amended), contains, and no Company PECO SEC Documents filed with the Commission on or subsequent to the date of this Agreement will contain, (including any financial statements contained therein) (i) did not contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. All of , except to the extent such statements have been modified or superseded by Company SEC Documents have later filed by the Company and (ii) complied and each Company SEC Document filed with the Commission on or subsequent to the date of this Agreement will comply in each case in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the Exchange Act, and the applicable rules and regulations promulgated of the SEC thereunder. (b) . PECO does not have any outstanding and unresolved comments from the SEC with respect to any of the PECO SEC Documents. The consolidated financial statements of the Company PECO Entities included in the PECO SEC Documents (includingthe “PECO Financial Statements”) complied, as of their respective dates of filing with the SEC, in each case, any related notes or schedules thereto) contained or incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement (i) have been prepared in accordance all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto (including Regulation S-X), were prepared from the books and United States generally accepted accounting principles, consistently applied ("GAAP") except as indicated in the notes thereto records of PECO and (ii) fairly present fairly in all material respects respects, in accordance with GAAP consistently applied during the consolidated periods covered thereby (except as otherwise disclosed therein), the financial position condition and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company and its Subsidiaries PECO (on a consolidated basis) as of the respective dates or of and for the respective periods set forth therein (referred to in the PECO Financial Statements, subject, in the case of the unaudited interim financial statements, to normal recurring year-end audit adjustmentsadjustments (the effect of which will not, individually or in the aggregate, be materially adverse to the PECO Entities) and the absence of notes (that, if presented, would not differ materially from those included in the most recent year-end PECO Financial Statements). (cb) Except as set forth in Section 2.7 of the Company Disclosure Schedule, as As of the date hereof, neither none of the Company nor any of its Subsidiaries PECO Entities has any material liabilities (absolute, accrued, contingent or otherwise)obligations of any nature of a type required to be reflected on a consolidated balance sheet of PECO in accordance with GAAP, except for liabilities and obligations: (i) as disclosed, reflected or reserved on, or disclosed or reflected in, against in the Company's audited balance sheet (including any related notes and schedules thereto) for the fiscal year ended of PECO dated as of December 31, 1997 included in the Company's annual report on Form 20-F for such fiscal year, 2018; (ii) incurred in the ordinary course Ordinary Course of business Business since December 31, 1997, 2018; (iii) incurred in accordance with pursuant to this Agreement or in connection with the transactions contemplated hereby Transactions; or (iv) which such other liabilities or obligations as would not be reasonably likely to not, individually or in the aggregate, have a Company PECO Material Adverse Effect. (c) The PECO Entities maintain internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s authorizations; and (ii) transactions are recorded as necessary to permit preparation of financial statements for external purposes in conformity with GAAP and to maintain accountability for assets.

SEC Documents and Financial Statements. (a) Since January 1, 1996, the The Company has timely (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) filed with or furnished (as applicable) to the SEC all forms, reports, schedules, statements and other documents required by it to be filed by it with or furnished (as applicable) since and including January 1, 2019 under the Commission pursuant to Exchange Act or the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (the "“Securities Act"”) and (together with all certifications required pursuant to the Exchange Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) (such forms, reports, schedules, statements and documents and any other forms, reports, schedules, statements and documents are hereinafter referred to filed by the Company with the SEC, as have been amended since the "Company time of their filing, collectively, the “SEC Documents"”). None As of their respective filing dates and except to the Company SEC Documents, (if amended or superseded extent corrected by a filing prior to subsequent SEC Document, the date of this Agreement, then as so amended), contains, and no Company SEC Documents (i) did not contain, when filed with the Commission on or subsequent to the date of this Agreement will containfurnished, any untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. All of the Company SEC Documents have misleading in any material respect; and (ii) complied and each Company SEC Document filed with the Commission on or subsequent to the date of this Agreement will comply in each case in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the Exchange Act, and the applicable rules and regulations promulgated of the SEC thereunder. (b) The All of the audited and unaudited financial statements of the Company included (including, in each case, any related notes or schedules thereto) contained or incorporated by reference reference) in the Company SEC Documents filed prior to (including the date of this Agreement related notes and schedules thereto), (i) have been were prepared in accordance with the published rules and regulations of the Commission and United States generally accepted accounting principles, consistently principles in the United States (“GAAP”) applied on a consistent basis during the periods involved ("GAAP") except as may be indicated in the notes thereto thereto), and (ii) present fairly presented (except as may be indicated in the notes thereto) in all material respects respects, the consolidated financial position and the consolidated results of operations operations, shareholders’ equity and cash flows of the Company and its consolidated Subsidiaries as of the respective dates or times and for the respective periods set forth therein then ended (subject, in the case of unaudited interim quarterly financial statements, to the absence of notes and normal year-end audit adjustmentsadjustments that are not material in the aggregate and the exclusion of certain notes in accordance with the rules of the SEC relating to unaudited financial statements). (c) Except as set forth in Section 2.7 of the Company Disclosure Schedule, as As of the date hereof, neither the Company nor has not received any comments from the staff of SEC with respect to any of its Subsidiaries the SEC Documents that remain unresolved, nor has it received any liabilities (absolute, accrued, contingent inquiry or otherwise), except liabilities (i) reserved on, or disclosed or reflected in, information request from the Company's audited balance sheet (including any related notes and schedules thereto) for staff of the fiscal year ended December 31, 1997 included in SEC as of the Company's annual report on Form 20-F for such fiscal year, (ii) incurred in the ordinary course date of business since December 31, 1997, (iii) incurred in accordance with this Agreement or as to any matters affecting the transactions contemplated hereby or (iv) which would Company that has not be reasonably likely to have a Company Material Adverse Effectbeen adequately addressed.

SEC Documents and Financial Statements. Internal Controls and Disclosure Controls. (a) Since January 1, 1996, the The Company has filed all schedules, forms, reportsstatements, statements reports and other documents required to be filed by it with the Commission SEC pursuant to the Securities Act of 1933, as amended (the "Securities Act") and or the Exchange Act since January 1, 2015 (such the schedules, forms, reportsstatements, statements reports and other documents are hereinafter referred filed with or furnished to as the "Company SEC since January 1, 2015, collectively, the “SEC Documents"”). None As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the requirements of the Company Securities Act) and as of their respective dates of filing (in the case of all other SEC Documents), (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date of this Agreementhereof, then as so amended), containsthe SEC Documents complied, and no Company each of the SEC Documents filed with the Commission on or subsequent to the date of this Agreement will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the applicable rules and regulations promulgated thereunder. As of the time of filing with the SEC, none of the SEC Documents so filed or that will be filed subsequent to the date of this Agreement contained or will contain, as the case may be, any untrue statement of a material fact or omits omitted or will omit omit, as the case may be, to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. All of , except to the Company extent that the information in such SEC Documents have complied and each Company Document has been amended or superseded by a later SEC Document filed with the Commission on or subsequent prior to the date of this Agreement will comply in each case in all hereof. There has been no material respects with correspondence between the applicable requirements of SEC, on the Securities Act and the Exchange Actone hand, and the rules Company and regulations promulgated thereunderany of its Subsidiaries, on the other hand, occurring since January 1, 2015 and prior to the date hereof that is not available to the public on the SEC’s Electronic Data Gathering and Retrieval database. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the SEC Documents. To the Knowledge of the Company, as of the date hereof, none of the SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. (b) The Each of the consolidated financial statements of the Company (including, in each case, any related the notes or schedules thereto) contained or incorporated by reference of the Company included in the Company SEC Documents filed prior to the date of this Agreement (i) have been prepared from, and in accordance with, the books and records of the Company and the Company’s Subsidiaries in all material respects and (ii) when filed, complied as to form in all material respects with the published rules and regulations of the Commission and SEC with respect thereto, have been prepared in conformity with United States generally accepted accounting principlesprinciples (“GAAP”) (except, consistently in the case of unaudited quarterly statements, to the extent permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved ("GAAP") except as may be indicated therein or in the notes thereto thereto) and (ii) fairly present fairly in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein then ended (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustmentsadjustments and the absence of footnotes). Since January 1, 2015, the Company has not received any written advice or written notification from its independent certified public accountants that it has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the financial statements or in the books and records of the Company and its Subsidiaries, any properties, assets, liabilities, revenues or expenses in any material respect or have identified any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information. (c) Except as set forth in Section 2.7 of the Company Disclosure Schedule, as of the date hereof, neither Neither the Company nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Xxxxxxxx-Xxxxx Act) any liabilities prohibited loans or “extensions of credit” (absolutewithin the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to any director or executive officer (as defined in Rule 3b-7 under the Exchange Act) of the Company or any of its Subsidiaries. The Company has been and is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq. (d) The Company has established and maintains a system of internal controls over financial reporting (as defined in and in accordance with the requirements of Rule 13a-15 under the Exchange Act). Such internal controls provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP. Since January 1, accrued2015, contingent or otherwise), except liabilities the Company’s principal executive officer and its principal financial officer have disclosed to the Company’s auditors and the audit committee of the Board of Directors (i) reserved on, all known significant deficiencies and material weaknesses in the design or disclosed or reflected in, operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company's audited balance sheet (including any related notes ’s ability to record, process, summarize and schedules thereto) for the fiscal year ended December 31, 1997 included in the Company's annual report on Form 20-F for such fiscal yearfinancial information, (ii) incurred any known fraud, whether or not material, that involves management or other employees who have a role in the ordinary course Company’s internal controls and the Company has made available to Parent copies of business since December 31any written materials relating to each of the foregoing. The Company has made available to Parent all such disclosures made by management to the Company’s auditors and audit committee from January 1, 1997, 2015 to the date of this Agreement. (iiie) incurred The Company has established and maintains disclosure controls and procedures (as such term is defined in and in accordance with this Agreement or the transactions contemplated hereby or (iv) requirements of Rule 13a-15 under the Exchange Act), which would not disclosure controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries required to be reasonably likely included in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to have a Company Material Adverse Effectthe Company’s management as appropriate to allow timely decisions regarding required disclosure.

SEC Documents and Financial Statements. (a) Since January 1, 1996As of their respective dates, the Company has filed all forms, reports, statements and other documents required to be filed by it SEC Documents (i) were prepared in accordance with the Commission pursuant to requirements of the Act or the Securities Exchange Act of 19331934, as amended (the "Securities “Exchange Act") ”), as the case may be, and the Exchange Act (such forms, reports, statements rules and other documents are hereinafter referred to as the "Company SEC Documents"). None regulations of the Company Commission thereunder applicable to such SEC Documents, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then as so amended), contains, and no Company SEC Documents filed with the Commission on or subsequent to the date of this Agreement will contain, such filing) contain any untrue statement of a material fact or omits or will 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 are were made, not misleading. All [The certifications and statements required by (A) Rule 13a-14 under the Exchange Act and (B) 18 U.S.C. §1350 (Section 906 of the Company Sxxxxxxx-Xxxxx Act) relating to the SEC Documents have complied are accurate and each Company SEC Document filed complete and comply as to form and content with the Commission on or subsequent to the date of this Agreement will comply in each case in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunderlegal requirements.] (b) The financial statements (including any related notes) of the Company (including, in each case, any related notes or schedules thereto) and its consolidated subsidiaries contained or incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement Documents: (i) have been prepared complied as to form in accordance all material respects with the published rules and regulations of the Commission and applicable thereto; (ii) were prepared in accordance with United States generally accepted accounting principles, consistently principles applied on a consistent basis throughout the periods covered ("GAAP") except as may be indicated in the notes thereto to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount), and (iiiii) present fairly in all material respects presented the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or consolidated subsidiaries for the respective periods set forth therein (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments)covered thereby. (c) Except as set forth in Section 2.7 of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except liabilities (i) reserved on, or disclosed or reflected in, the Company's audited balance sheet (including any related notes and schedules thereto) for the fiscal year ended December 31, 1997 included in the Company's annual report on Form 20-F for such fiscal year, (ii) incurred in the ordinary course of business since December 31, 1997, (iii) incurred in accordance with this Agreement or the transactions contemplated hereby or (iv) which would not be reasonably likely to have a Company Material Adverse Effect.

SEC Documents and Financial Statements. (a) Since The Company has made available to the Acquiror copies of each registration statement, offering circular, report, definitive proxy statement or information statement under the federal Securities Laws filed or circulated by it with respect to periods since January 1, 19961996 through the date of this Agreement and will promptly provide each such registration statement, offering circular, report, definitive proxy statement or information statement filed or circulated after the date hereof (collectively, the Company has filed all forms, reports, statements and other documents required to be filed by it with the Commission pursuant to the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act (such forms, reports, statements and other documents are hereinafter referred to as the "Company SEC Documents"), each in the form (including exhibits and any amendments thereto) filed with the SEC (or if not so filed, in the form used or circulated). None As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement), each of the Company SEC Documents, (if amended including the financial statements, exhibits and schedules thereto, filed or superseded by a filing circulated prior to the date hereof complied (and each of the SEC Documents filed after the date of this Agreement, then will comply) as so amended)to form with applicable Securities Laws and did not (or in the case of reports, containsstatements, and no Company SEC Documents or circulars filed with the Commission on or subsequent to after the date of this Agreement Agreement, will contain, not) contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. All Each of the Company Company's consolidated statements of condition or balance sheets included in or incorporated by reference into the SEC Documents, including the related notes and schedules, fairly presented (or, in the case of SEC Documents have complied and each Company SEC Document filed with the Commission on or subsequent to after the date of this Agreement Agreement, will comply in each case in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. (bfairly present) The financial statements of the Company (including, in each case, any related notes or schedules thereto) contained or incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement (i) have been prepared in accordance with the published rules and regulations of the Commission and United States generally accepted accounting principles, consistently applied ("GAAP") except as indicated in the notes thereto and (ii) present fairly in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates date of such statement of condition or balance sheet and each of the consolidated statements of income, cash flows and stockholders' equity included in or incorporated by reference into SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Financial Statements"), fairly presented (or, in the case of SEC Documents filed after the date of this Agreement, will fairly present) the consolidated results of operations, cash flows and stockholders' equity, as the case may be, of the Company and its Subsidiaries for the respective periods set forth therein (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). (c) Except as set forth , in Section 2.7 of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except liabilities (i) reserved on, or disclosed or reflected in, the Company's audited balance sheet (including any related notes and schedules thereto) for the fiscal year ended December 31, 1997 included in the Company's annual report on Form 20-F for such fiscal year, (ii) incurred in the ordinary course of business since December 31, 1997, (iii) incurred each case in accordance with this Agreement or generally accepted accounting prin ciples consistently applied during the transactions contemplated hereby or periods involved (iv) which would not except as may be reasonably likely to have a Company Material Adverse Effectnoted therein and except that such unaudited statements include no notes).

SEC Documents and Financial Statements. (a) Since January 1, 1996, the Company Parent has filed with the SEC all forms, reports, registration statements, proxy statements and other documents (collectively, the "Parent Reports") required to be filed by it Parent under the Securities Laws, except failures to file, if any, which, individually or cumulatively, do not have a Material Adverse Effect. Parent has delivered to Company complete and accurate copies of all Parent Reports (other than preliminary material) filed by Parent with the Commission pursuant SEC on or after December 31, 1990. As of their respective dates or, in the case of registration statements, as of their effective dates, all of the Parent Reports, including all exhibits and schedules thereto and documents incorporated by reference therein, (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended Laws and (the "Securities Act"ii) and the Exchange Act (such forms, reports, statements and other documents are hereinafter referred to as the "Company SEC Documents"). None of the Company SEC Documents, (if amended or superseded by a filing prior to the date of this Agreement, then as so amended), contains, and no Company SEC Documents filed with the Commission on or subsequent to the date of this Agreement will contain, did not contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. All of the Company SEC Documents have complied and each Company SEC Document Parent has filed with the Commission on or subsequent SEC all documents and agreements which were required to be filed as exhibits to the date of this Agreement will comply in each case in all material respects with the applicable requirements of the Securities Act and the Exchange ActParent Reports, and the rules and regulations promulgated thereunderexcept failures to file, if any, which, individually or cumulatively, do not have a Material Adverse Effect. (b) The audited consolidated financial statements of the Company and unaudited interim consolidated financial statements (including, in each case, any related notes or and schedules thereto) contained included in or incorporated by reference in into the Company SEC Documents filed prior to Parent Reports (collectively, the date of this Agreement (i"Parent Financial Statements") have been were prepared in accordance with GAAP applied on a consistent basis throughout the published rules and regulations of the Commission and United States generally accepted accounting principles, consistently applied periods involved ("GAAP") except as may be indicated in the notes thereto and (ii) present fairly in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein (subjectexcept, in the case of unaudited interim financial statements, as permitted by Form 10-Q under the Exchange Act) and fairly present the financial position of Parent and its subsidiaries on a consolidated basis as of the dates thereof and the results of their operations and cash flows for the periods then ended, except that the unaudited interim financial statements were and are subject to normal and recurring year-end audit adjustments)adjustments which were not and are not expected to be material in amount or effect. (c) Except as set forth in Section 2.7 of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except liabilities (i) reserved on, or disclosed or reflected in, the Company's audited balance sheet (including any related notes and schedules thereto) for the fiscal year ended December 31, 1997 included in the Company's annual report on Form 20-F for such fiscal year, (ii) incurred in the ordinary course of business since December 31, 1997, (iii) incurred in accordance with this Agreement or the transactions contemplated hereby or (iv) which would not be reasonably likely to have a Company Material Adverse Effect.

SEC Documents and Financial Statements. (a) Since January 1, 1996During the one year prior to the date hereof and each Closing Date with respect to which this representation is being made, the Company has timely filed all reports, schedules, forms, reportsproxy statements, statements and other documents required to be filed by it with the Commission SEC (other than Section 16 ownership filings) pursuant to the Securities Act reporting requirements of 1933, as amended (the "Securities Act") and the Exchange 1934 Act (such formsreports filed in compliance with the time period specified in Rule 12b-25 promulgated under the 1934 Act shall be considered timely for this purpose) (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements, reports, statements notes and other schedules thereto and documents are incorporated by reference therein being hereinafter referred to as the "Company “SEC Documents"”). None The Company has delivered or has made available to the Buyers or their respective representatives true, correct and complete copies (except to the extent that the Company has redacted portions of such copies in accordance with applicable laws) of each of the Company SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, (if amended or superseded by a filing prior to and none of the date of this AgreementSEC Documents, then as so amended), contains, and no Company SEC Documents at the time they were filed with the Commission on or subsequent to the date of this Agreement will containSEC, contained any untrue statement of a material fact or omits or will omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. All As of their respective dates, the financial statements of the Company included in the SEC Documents have complied and each Company SEC Document filed with the Commission on or subsequent to the date of this Agreement will comply in each case in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. (b) The financial statements of the Company (including, in each case, any related notes or schedules thereto) contained or incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement (i) have been prepared in accordance with the published rules and regulations of the Commission and United States SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesprinciples (“GAAP”), consistently applied applied, during the periods involved ("GAAP"except (i) except as may be otherwise indicated in such financial statements or the notes thereto and thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present fairly in all material respects the consolidated financial position of the Company as of the dates thereof and the consolidated results of its operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). (c) Except as set forth in Section 2.7 . No other information provided by or on behalf of the Company Disclosure Schedule, as to any of the date hereof, neither the Company nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except liabilities (i) reserved on, or disclosed or reflected in, the Company's audited balance sheet (including any related notes and schedules thereto) for the fiscal year ended December 31, 1997 Buyers which is not included in the Company's annual report on Form 20-F for such fiscal yearSEC Documents (including, (ii) incurred without limitation, information referred to in the ordinary course disclosure schedules to this Agreement) contains any untrue statement of business since December 31a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, 1997in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (iii) incurred in accordance with this Agreement the “Financial Statements”), nor is the Company currently aware of facts or the transactions contemplated hereby or (iv) circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in material compliance with GAAP and the rules and regulations of the SEC. The Company has not be reasonably likely been informed by its independent auditors that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to have a Company Material Adverse Effectamend or restate any of the Financial Statements.

SEC Documents and Financial Statements. (a) Since January 1, 1996, the Company Acquiror has filed on a timely basis all forms, reports, statements and other documents required to be filed by it with the Commission pursuant to the Securities Act of 1933, as amended SEC since its inception (the "Securities Act") and the Exchange Act (all such forms, reports, statements and other documents are hereinafter referred to as the "Company Acquiror SEC Documents"). None Complete and correct copies of the Company Acquiror SEC DocumentsDocuments are on file on the SEC EDGAR system and have been made available to Target. As of their respxxxxxe dates, (or if amended or superseded by a filing prior to as of the date of this Agreementthe last such amendment, then as so amended), contains, and no Company the Acquiror SEC Documents filed with the Commission on or subsequent to the date of this Agreement will contain, any untrue statement of a material fact or omits or will 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 are made, not misleading. All of the Company SEC Documents have complied and each Company SEC Document filed with the Commission on or subsequent to the date of this Agreement will comply in each case in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and none of the rules Acquiror SEC Documents when filed and regulations promulgated thereunder. (b) The financial as of the date thereof contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Complete and accurate copies of the audited consolidated balance sheet, consolidated statements of the Company operations, consolidated statements of stockholders' equity and consolidated statements of cash flows (including, in each case, together with any related notes or schedules thereto) contained or incorporated by reference in the Company SEC Documents filed prior supplementary information thereto referenced to the date of this Agreement (i) have been prepared in accordance with the published rules and regulations of the Commission and United States generally accepted accounting principles, consistently applied (herein as "GAAPThe Acquiror Financial Statements") except as indicated in the notes thereto of Acquiror are to be provided to Target. The Acquiror Financial Statements do and (ii) present will when presented fairly present, in all material respects respects, the consolidated financial position of Acquiror, as of and for the respective dates thereof, and the consolidated results of its operations and its consolidated cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein then ended (subject, in the case of unaudited any Acquiror interim financial statementsinformation, to normal year-end audit adjustments). adjustments and to any other adjustments described therein) in conformity with GAAP during the periods involved (cexcept as may be indicated therein or in the notes thereto) Except as set forth in Section 2.7 of the Company Disclosure Schedule, as of and since the date hereof, neither thereof Acquiror has not made any change in the Company nor any accounting practices or policies applied in the preparation of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise)financial statements, except liabilities (i) reserved on, or disclosed or reflected in, the Company's audited balance sheet (including any related notes and schedules thereto) for the fiscal year ended December 31, 1997 included in the Company's annual report on as may be required by GAAP. The current Form 20-F on file for such fiscal yearthe Acquiror in compliance with the Exchange Act accurately describes the status of Acquiror, (ii) incurred in the ordinary course of business since December 31its assets, 1997its business, (iii) incurred in accordance with this Agreement or the transactions contemplated hereby or (iv) which would not be reasonably likely to have a Company Material Adverse Effectits commitments, its outstanding securities, and its financial status.

SEC Documents and Financial Statements. (a) Since January 1July 8, 19962020, the Company has timely filed with or furnished to (as applicable) the SEC all forms, reports, schedules, statements and other documents required by it to be filed by it with or furnished (as applicable) under the Commission pursuant to Exchange Act or the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (the "“Securities Act"”) and (together with all certifications required pursuant to the Exchange Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) (such forms, reports, schedules, statements and documents and any other forms, reports, schedules, statements and documents are hereinafter referred to filed by the Company with the SEC, as have been amended or modified since the "Company time of filing, collectively, the “SEC Documents"”). None As of their respective filing dates and except to the Company SEC Documents, (if amended or superseded extent corrected by a filing prior to subsequent SEC Document, the date of this Agreement, then as so amended), contains, and no Company SEC Documents (i) did not contain, when filed with the Commission on or subsequent to the date of this Agreement will containfurnished, any untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. All of the Company SEC Documents have misleading in any material respect, and (ii) complied and each Company SEC Document filed with the Commission on or subsequent to the date of this Agreement will comply in each case in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the Exchange Act, and the applicable rules and regulations promulgated of the SEC thereunder. (b) The All of the consolidated financial statements of the Company (including, included in each case, any related notes or schedules thereto) contained or incorporated by reference in into the Company SEC Documents filed prior to (including the date of this Agreement related notes thereto) (collectively, the “Financial Statements”), (i) have been were prepared in accordance with the published rules and regulations of the Commission and United States generally accepted accounting principles, consistently principles in the United States (“U.S. GAAP”) applied on a consistent basis during the periods indicated ("GAAP") except as may be indicated in the notes thereto thereto), and (ii) present fairly presented, in all material respects respects, the consolidated financial position and position, the consolidated results of operations operations, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries as of the respective dates or thereof and for the respective periods set forth indicated therein (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustmentsadjustments that are not material in the aggregate and the exclusion of certain notes in accordance with the rules of the SEC relating to unaudited financial statements). (c) Except as set forth in Section 2.7 of the Company Disclosure Schedule, as As of the date hereof, neither the Company nor has not received any comments from the SEC with respect to any of its Subsidiaries the SEC Documents which remain unresolved, nor has it received any liabilities (absolute, accrued, contingent inquiry or otherwise), except liabilities (i) reserved on, or disclosed or reflected in, information request from the Company's audited balance sheet (including any related notes and schedules thereto) for SEC as of the fiscal year ended December 31, 1997 included in the Company's annual report on Form 20-F for such fiscal year, (ii) incurred in the ordinary course date of business since December 31, 1997, (iii) incurred in accordance with this Agreement or as to any matters affecting the transactions contemplated hereby or (iv) Company which would has not be reasonably likely to have a Company Material Adverse Effectbeen adequately addressed.

SEC Documents and Financial Statements. (a) Since January 1, 1996, The Company and each Company Subsidiary have filed with the Company has filed Securities and Exchange Commission (the "SEC") all forms, reports, statements schedules, statements, exhibits and other documents required to be filed by it with under the Commission pursuant to Exchange Act of 1934, as amended (the "Exchange Act"), or the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act ), (such formscollectively, reports, statements and other documents are hereinafter referred to as the "Company SEC Documents"). None As of the Company SEC Documentsits filing date or, (if amended or superseded by a filing prior to amended, as of the date of this Agreementthe last such amendment, then each SEC Document fully complied with the applicable requirements of the Exchange Act and the Securities Act, as so amended), containsthe case may be, and no Company the applicable rules and regulations of the SEC Documents filed with the Commission on or subsequent to thereunder. As of its filing date or, if amended, as of the date of this Agreement will containthe last such amendment, each SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omits or will omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading. Except for Sweetheart Holdings Inc. and Sweetheart Cup Company Inc., in the light none of the circumstances under which they are madeCompany Subsidiaries is required to file any forms, not misleadingreports or other documents with the SEC. All of the Company audited consolidated financial statements and unaudited consolidated interim financial statements included in the SEC Documents have complied and each Company SEC Document filed with the Commission on or subsequent to the date of this Agreement will comply in each case in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. (b) The financial statements of the Company (including, in each case, any related notes or schedules thereto) contained or incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement (i) have been prepared from, are in accordance with and accurately reflect the books and records of the Company and its consolidated Subsidiaries or a Company Subsidiary and its consolidated Subsidiaries, as applicable, (ii) fully comply with the applicable accounting requirements and with the published rules and regulations of the Commission and United States generally accepted accounting principlesSEC with respect thereto, consistently (iii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved ("GAAP") except as may be indicated in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iv) fairly present, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of unaudited interim financial statements, to normal year-end adjustments) of the Company and its consolidated Subsidiaries or a Company Subsidiary and its consolidated Subsidiaries, as applicable, as of the times and for the periods referred to therein. (b) The Company has delivered to Parent the audited consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 28, 2003 and the related statements of operations and cash flows for the fiscal year ended September 28, 2003 (including the related notes and independent auditors report thereon) (collectively, the "Financial Statements"). The Financial Statements (i) have been prepared from, are in accordance with and accurately reflect the books and records of the Company and its consolidated Subsidiaries, (ii) present were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly present, in all material respects respects, the consolidated financial position and the consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). (c) Except as set forth in Section 2.7 of the Company Disclosure Scheduleconsolidated Subsidiaries, as of the date hereof, neither the Company nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except liabilities (i) reserved on, or disclosed or reflected in, the Company's audited balance sheet (including any related notes times and schedules thereto) for the fiscal year ended December 31, 1997 included in the Company's annual report on Form 20-F for such fiscal year, (ii) incurred in the ordinary course of business since December 31, 1997, (iii) incurred in accordance with this Agreement or the transactions contemplated hereby or (iv) which would not be reasonably likely periods referred to have a Company Material Adverse Effecttherein.

SEC Documents and Financial Statements. (a) Since January 1, 1996As of the date hereof, the Company has filed all reports, schedules, forms, reports, statements and other documents required to be filed by it with the Commission SEC pursuant to the Securities Act reporting requirements of 1933, as amended (the "Securities Act") and the Exchange 1934 Act (such forms, reports, all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and other schedules thereto and documents are incorporated by reference therein being hereinafter referred to as the "Company SEC Documents"). None The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the Company SEC Documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, (if amended or superseded by a filing prior to and none of the date of this AgreementSEC Documents, then as so amended), contains, and no Company SEC Documents at the time they were filed with the Commission on or subsequent to the date of this Agreement will containSEC, contained any untrue statement of a material fact or omits or will omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in order light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (I) as may be otherwise indicated in such financial statements or the notes thereto, or (II) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances circumstance under which they are or were made, not misleading. All of the Company SEC Documents have complied and each Company SEC Document filed with the Commission on or subsequent to the date of this Agreement will comply in each case in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. (b) The financial statements of the Company (including, in each case, any related notes or schedules thereto) contained or incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement (i) have been prepared in accordance with the published rules and regulations of the Commission and United States generally accepted accounting principles, consistently applied ("GAAP") except as indicated in the notes thereto and (ii) present fairly in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). (c) Except as set forth in Section 2.7 of the Company Disclosure Schedule, as of the date hereof, neither Neither the Company nor any of its Subsidiaries has or any liabilities (absoluteof their officers, accrueddirectors, contingent employees or otherwise)agents have provided the Investor with any material, except liabilities (i) reserved onnonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed or reflected in, by the Company's audited balance sheet (including any related notes and schedules thereto) for the fiscal year ended December 31, 1997 included in the Company's annual report on Form 20-F for Company prior to such fiscal year, (ii) incurred in the ordinary course of business since December 31, 1997, (iii) incurred in accordance with this Agreement or the transactions contemplated hereby or (iv) which would not be reasonably likely to have a Company Material Adverse EffectClosing Date.

SEC Documents and Financial Statements. (a) Since January 1, 1996, the The Company has filed or furnished (as applicable), on a timely basis, with the SEC all forms, reports, certifications, schedules, statements and other documents required by it to be filed by it or furnished (as applicable) since and including May 8, 2018 under the Exchange Act or the Securities Act (together with the Commission all certifications required pursuant to the Securities Xxxxxxxx-Xxxxx Act of 19332002 (the “Xxxxxxxx-Xxxxx Act”)) (such documents and any other documents filed or furnished by the Company with the SEC, as have been amended (since the "Securities Act") and time of their filing, collectively, the Exchange Act (such forms, reports, statements and other documents are hereinafter referred to as the "“Company SEC Documents"”). None As of their respective filing dates, the Company SEC Documents, Documents (if amended or superseded by a filing prior to the date of this Agreement, then as so amended), contains, and no Company SEC Documents filed with the Commission on or subsequent to the date of this Agreement will contain, including any financial statements contained therein) (i) did not contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. All of , except to the extent such statements have been modified or superseded by Company SEC Documents have later filed by the Company, and (ii) complied and each Company SEC Document filed with the Commission on or subsequent to the date of this Agreement will comply in each case in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the Exchange Act, and the applicable rules and regulations promulgated of the SEC thereunder. (b) . The Company does not have any outstanding and unresolved comments from the SEC with respect to any of the Company SEC Documents. The consolidated financial statements of the Company (including, in each case, any related notes or schedules thereto) contained or incorporated by reference Acquired Companies included in the Company SEC Documents filed prior to (the date “Company Financial Statements”) complied, as of this Agreement (i) have been prepared their respective dates of filing with the SEC, in accordance all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto (including Regulation S-X), were prepared from the books and United States generally accepted accounting principles, consistently applied ("GAAP") except as indicated in the notes thereto and (ii) present fairly in all material respects the consolidated financial position and the consolidated results of operations and cash flows records of the Company and its Subsidiaries fairly present in all material respects, in accordance with GAAP consistently applied during the periods covered thereby (except as otherwise disclosed therein), the financial condition and the results of operations, cash flows and changes in stockholders’ equity of the Company (on a consolidated basis) as of the respective dates or of and for the respective periods set forth therein (referred to in the Company Financial Statements, subject, in the case of the unaudited interim financial statements, to normal recurring year-end audit adjustmentsadjustments (the effect of which will not, individually or in the aggregate, be materially adverse to the Acquired Companies) and the absence of notes (that, if presented, would not differ materially from those included in the most recent year-end Company Financial Statements). (cb) Except as set forth in Section 2.7 of the Company Disclosure Schedule, as As of the date hereof, neither none of the Acquired Companies has any material liabilities or obligations of any nature of a type required to be reflected on a consolidated balance sheet of the Company nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise)in accordance with GAAP, except for liabilities and obligations: (i) as disclosed, reflected or reserved on, or disclosed or reflected in, against in the Company's audited consolidated balance sheet (including any related notes and schedules thereto) for of the fiscal year ended Company dated as of December 31, 1997 included in the Company's annual report on Form 20-F for such fiscal year, 2018; (ii) incurred in the ordinary course Ordinary Course of business Business since December 31, 1997, 2018; (iii) incurred in accordance with pursuant to this Agreement or in connection with the transactions contemplated hereby Transactions; or (iv) which such other liabilities or obligations as would not be reasonably likely to not, individually or in the aggregate, have a an Acquired Company Material Adverse Effect. (c) The Acquired Companies maintain internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s authorizations; and (ii) transactions are recorded as necessary to permit preparation of financial statements for external purposes in conformity with GAAP and to maintain accountability for assets.

SEC Documents and Financial Statements. The Company has previously made available to Purchaser true and complete copies of (a) all annual reports filed with the SEC pursuant to the Exchange Act since December 31, 1998, (b) all other reports, filed with the SEC since December 31, 1998, and (c) any registration statements declared effective by the SEC since December 31, 1998. Since January 1December 31, 19961998, the Company has timely filed all forms, reports, statements reports and other documents filings required to be filed by it with the Commission pursuant to the Securities Act of 1933, as amended (the "Securities Act") and under the Exchange Act (such forms, reports, statements and other documents are hereinafter referred to as the "Company SEC DocumentsCOMPANY REPORTS"). None The consolidated financial statements of the Company SEC Documents, (if amended or superseded by a filing prior to and its subsidiaries included in the date of this Agreement, then as so amended), contains, Company's most recent report on Forms 20-F and no Company SEC Documents any other reports filed with the Commission on SEC by the Company subsequent thereto were, or subsequent to (if filed after the date hereof but prior to Closing) will be, prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved and fairly present, or will present, the consolidated financial position for the Company and its subsidiaries as of this Agreement the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended (except with respect to interim period financial statements, for normal year-end adjustments which are, individually or in the aggregate, not material in amount); the Company Reports were, or (if filed after the date hereof) will containbe, prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and the rules of any stock exchange or trading system on which the shares of the Company were traded or quoted at such time, as the case may be; and, as of the time of filing or on the date that an amendment or supplement thereto was filed, the Company Reports, as amended or supplemented, did not and will not contain any untrue statement of a material fact or omits or will 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 are were made, not misleading. All The Company has delivered to the Purchaser draft consolidated, non audited and non reviewed balance sheet and statement of profit and loss of the Company SEC Documents have complied and each Company SEC Document filed with the Commission on or subsequent to the date of this Agreement will comply in each case in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. (b) The financial statements of the Company (including, in each case, any related notes or schedules thereto) contained or incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement (i) have been prepared in accordance with the published rules and regulations of the Commission and United States generally accepted accounting principles, consistently applied ("GAAP") except as indicated in the notes thereto and (ii) present fairly in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein (subjectsix months ended June 30, in the case of unaudited interim financial statements, to normal year-end audit adjustments)2003. (c) Except as set forth in Section 2.7 of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except liabilities (i) reserved on, or disclosed or reflected in, the Company's audited balance sheet (including any related notes and schedules thereto) for the fiscal year ended December 31, 1997 included in the Company's annual report on Form 20-F for such fiscal year, (ii) incurred in the ordinary course of business since December 31, 1997, (iii) incurred in accordance with this Agreement or the transactions contemplated hereby or (iv) which would not be reasonably likely to have a Company Material Adverse Effect.

SEC Documents and Financial Statements. (a) Since January 1Except as indicated on Schedule 5.6, 1996, the Company TFA has filed on a timely basis all forms, reports, statements and other documents required to be filed by it with the Commission pursuant SEC since January 1, 2003 (all such documents filed since January 1, 2003 and prior to the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act (such forms, reports, statements and other documents date hereof are hereinafter referred to as the "Company TFA SEC Documents"). None Complete and correct copies of TFA SEC Documents have been made available to the Company Shareholders, including by referring Shareholders to the SEC's website at www. sec.gov, where copies of all TFA SEC DocumentsDocuments are available for insxxxxxxx and printing. As of their respective dates, (or if amended or superseded by a filing prior to as of the date of this Agreementthe last such amendment, then as so amended), contains, and no Company the TFA SEC Documents filed with the Commission on or subsequent to the date of this Agreement will contain, any untrue statement of a material fact or omits or will 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 are made, not misleading. All of the Company SEC Documents have complied and each Company SEC Document filed with the Commission on or subsequent to the date of this Agreement will comply in each case in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and none of TFA SEC Documents as of the rules date thereof contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Complete and regulations promulgated thereunder. (b) The financial accurate copies of the audited consolidated balance sheet, consolidated statements of the Company operations, consolidated statements of stockholders' equity and consolidated statements of cash flows (including, in each case, together with any related notes or schedules supplementary information thereto) contained or incorporated by reference in of TFA, all as of and for the Company SEC Documents filed prior to fiscal period ended December 31, 2003 (the date of this Agreement (i"TFA FINANCIAL STATEMENTS") have been prepared in accordance with made available to the published rules and regulations of Shareholders, including the Commission and United States generally accepted accounting principlesPrincipal Holder. The TFA Financial Statements fairly present, consistently applied ("GAAP") except as indicated in the notes thereto and (ii) present fairly in all material respects respects, the consolidated financial position of TFA, as of and for the respective dates thereof, and the consolidated results of its operations and its consolidated cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments)then ended. (c) Except as set forth in Section 2.7 of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except liabilities (i) reserved on, or disclosed or reflected in, the Company's audited balance sheet (including any related notes and schedules thereto) for the fiscal year ended December 31, 1997 included in the Company's annual report on Form 20-F for such fiscal year, (ii) incurred in the ordinary course of business since December 31, 1997, (iii) incurred in accordance with this Agreement or the transactions contemplated hereby or (iv) which would not be reasonably likely to have a Company Material Adverse Effect.

SEC Documents and Financial Statements. (a) Since January 1, 1996, the The Company has timely filed all reports, schedules, exhibits, forms, reports, statements and other documents required to be filed by it with the Commission SEC pursuant to the reporting requirements of the Securities Exchange Act of 19331934, as amended (the "Securities Exchange Act") and (all of the Exchange Act (such forms, reports, statements and other documents are foregoing filed prior to the date hereof being hereinafter referred to as the "Company SEC Documents"). None As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Company Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, (if amended or superseded by a filing prior to and none of the date of this Agreement, then as so amended), contains, and no Company SEC Documents filed (when read together with the Commission on or subsequent to the date of this Agreement will contain, all exhibits included therein and financial statement schedules thereto and documents incorporated by reference) contained any untrue statement of a material fact or omits or will omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under in which they are were made, not misleading. All The financial statements of the Company and other financial information included in the SEC Documents comply as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have complied and each Company SEC Document filed been prepared in accordance with U.S. generally accepted accounting principles, consistently applied, during the Commission on periods involved (except (i) as may be otherwise indicated in such financial statements or subsequent the notes thereto, or (ii) in the case of unaudited interim statements, to the date extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of this Agreement will comply the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in each the case of unaudited statements, to normal year-end adjustments). The Company is in compliance in all material respects with the applicable requirements provisions of the Securities Act Xxxxxxxx-Xxxxx act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and the Exchange rules and regulations promulgated thereunder, that are effective, and intends to comply in all material respects with other applicable regulations provisions of the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder. (b) The financial statements , upon the effectiveness of the Company (including, in each case, any related notes or schedules thereto) contained or incorporated by reference in the Company SEC Documents filed prior such provisions and has no reason to the date of this Agreement (i) have been prepared in accordance with the published rules and regulations of the Commission and United States generally accepted accounting principles, consistently applied ("GAAP") except as indicated in the notes thereto and (ii) present fairly believe that it will not be so compliant in all material respects upon such effectiveness. Without limiting the consolidated financial position generality of the foregoing, the Chief Executive Officer and the consolidated results of operations and cash flows Chief Financial Officer of the Company have signed, and its Subsidiaries as the Company has furnished to the SEC, all certifications required by Section 302 and 906 of the respective dates Xxxxxxxx-Xxxxx Act; such certificates contain no qualifications or for exceptions to the respective periods set forth matters certified therein (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). (c) Except as set forth in Section 2.7 of the Company Disclosure Schedule, as of the date hereof, and have not been modified or withdrawn; and neither the Company nor any of its Subsidiaries officers has received notice from any liabilities (absolutegovernmental entity questioning or challenging the accuracy, accruedcompleteness, contingent form or otherwise), except liabilities (i) reserved on, manner of filing or disclosed or reflected in, submissions of such certifications. The Company is currently eligible to register the Company's audited balance sheet (including any related notes and schedules thereto) for resale of the fiscal year ended December 31, 1997 included Common Stock in the Company's annual report a secondary offering on a registration statement on Form 20-F for such fiscal year, (ii) incurred in S-3 under the ordinary course of business since December 31, 1997, (iii) incurred in accordance with this Agreement or the transactions contemplated hereby or (iv) which would not be reasonably likely to have a Company Material Adverse EffectSecurities Act.

SEC Documents and Financial Statements. (a) Since Except as disclosed in Schedule 4.7, since January 1, 19962004, the Company Parent has timely filed all forms, reports, schedules, forms statements and other documents required to be filed by it with the Commission SEC pursuant to the reporting requirements of the Securities Exchange Act of 19331934, as amended (the "Securities 1934 Act") (all of the foregoing filed prior to the date hereof and the Exchange Act (such forms, reports, all exhibits included therein and financial statements and schedules thereto and documents (other documents are than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the "Company `SEC Documents"). None As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Company 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, (if amended or superseded by a filing prior to and none of the date of this AgreementSEC Documents, then as so amended), contains, and no Company SEC Documents at the time they were filed with the Commission on or subsequent to the date of this Agreement will containSEC, contained any untrue statement of a material fact or omits or will omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. All None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents have complied and each Company SEC Document filed with the Commission on or subsequent as to the date of this Agreement will comply in each case form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. (b) The financial statements of the Company (including, in each case, any related notes or schedules thereto) contained or incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement (i) have been prepared in accordance with the published rules and regulations of the Commission and SEC with respect thereto. Such final statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied applied, during the periods involved ("GAAP"except (i) except as may be otherwise indicated in such financial statements or the notes thereto and thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present fairly in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). (c) . Except as set forth in Section 2.7 the financial statements of the Company Disclosure Scheduleincluded in the SEC Documents, as of the date hereof, neither the Company nor any of its Subsidiaries has any liabilities (absolute, accruedno liabilities, contingent or otherwise), except liabilities other than (i) reserved on, or disclosed or reflected in, the Company's audited balance sheet (including any related notes and schedules thereto) for the fiscal year ended December 31, 1997 included in the Company's annual report on Form 20-F for such fiscal year, (ii) liabilities incurred in the ordinary course of business since subsequent to December 31, 1997, 2003 and (iiiii) obligations under contracts and commitments incurred in accordance with this Agreement the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the transactions contemplated hereby aggregate, are not material to the financial condition or (iv) which would not be reasonably likely to have a Company Material Adverse Effectoperating results of the Company.

SEC Documents and Financial Statements. (a) Since January 1, 19961997, the Company has timely filed all reports, schedules, forms, reports, statements and other documents required to be filed by it with the Commission SEC pursuant to the Securities Act reporting requirements of 1933, as amended (the "Securities Act") and the Exchange Act (such forms, reports, all of the foregoing and all exhibits included therein and financial statements and other schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are hereinafter referred to herein as the "Company SEC Documents"). None As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Company Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, (if amended or superseded by a filing prior to and none of the date of this AgreementSEC Documents, then as so amended), contains, and no Company SEC Documents at the time they were filed with the Commission on or subsequent to the date of this Agreement will containSEC, contained any untrue statement of a material fact or omits or will omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. All As of their respective dates, the financial statements of the Company included in the SEC Documents have complied and each Company SEC Document filed with the Commission on or subsequent as to the date of this Agreement will comply in each case form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. (b) The financial statements of the Company (including, in each case, any related notes or schedules thereto) contained or incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement (i) have been prepared in accordance with the published rules and regulations of the Commission and United States SEC with respect thereto. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles, consistently applied ("GAAP") except as indicated in applied, during the notes thereto periods involved and (ii) fairly and accurately present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). (c) . Except as set forth in Section 2.7 of the most recent audited balance sheet provided to the Investors by the Company, the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its Subsidiaries has any liabilities (absolute, accruedno liabilities, contingent or otherwise), except liabilities other than (i) reserved on, or disclosed or reflected in, the Company's audited balance sheet (including any related notes and schedules thereto) for the fiscal year ended December 31, 1997 included in the Company's annual report on Form 20-F for such fiscal year, (ii) liabilities incurred in the ordinary course of business since December 31, 1997, subsequent to the date of such financial statements and (iiiii) obligations under contracts and commitments incurred in accordance with this Agreement the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the transactions contemplated hereby aggregate, are not material to the financial condition or (iv) which would operating results of the Company. Except as disclosed in such financial statements, the Company is not be reasonably likely to have a Company Material Adverse Effectguarantor or indemnitor of any indebtedness of any other person, firm or corporation.

SEC Documents and Financial Statements. (a) Since January 1, 1996, the The Company has filed all reports, schedules, forms, reports, statements and other documents required to be filed by it the Company with the Commission pursuant to SEC since September 30, 1997 (the "COMPANY SEC DOCUMENTS"). As of its respective date, each Company SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT") ), as the case may be, and the Exchange Act (rules and regulations of the SEC promulgated thereunder applicable to such forms, reports, statements and other documents are hereinafter referred to as the "Company SEC Documents"). None of Document, and did not, at the time such Company SEC Documents, (if amended or superseded by a filing prior to the date of this Agreement, then as so amended), contains, and no Company SEC Documents Document was filed with the Commission on or subsequent to the date of this Agreement will containSEC, contain any untrue statement of a material fact or omits or will 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 are were made, not misleading. All Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later-filed Company SEC Document, none of the Company SEC Documents have complied contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The unaudited financial statements of the Company for its fiscal year ended September 30, 1999 (the "1999 COMPANY FINANCIAL STATEMENTS") are set forth in Section 3.06 of the Company Disclosure Letter. The 1999 Company Financial Statements and each the consolidated financial statements of the Company included in the Company SEC Document filed with the Commission on or subsequent Documents comply as to the date of this Agreement will comply in each case form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. (b) The financial statements of the Company (including, in each case, any related notes or schedules thereto) contained or incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement (i) have been prepared in accordance with the published rules and regulations of the Commission and United States SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles, consistently applied principles ("GAAP") (except as otherwise noted therein including in the related notes and except, in the case of quarterly unaudited statements, as permitted by Form 10-Q of the SEC and, in the case of 1999 Company Financial Statements, the absence of notes that would substantially duplicate disclosure contained in the Filed Company SEC Documents) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto thereto) and (ii) fairly present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein then ended (subject, in the case of quarterly unaudited interim financial statements, to normal year-end audit adjustments). (c) . Except as set forth in Section 2.7 the 1999 Company Financial Statements and except for liabilities and obligations incurred since the date of the 1999 Company Financial Statements in the ordinary course of business or as set forth in the Company Disclosure Schedule, as of the date hereofLetter, neither the Company nor any of its Subsidiaries Company Subsidiary has any material liabilities or obligations of any nature (whether accrued, absolute, accrued, contingent or otherwise), except liabilities (i) reserved onrequired by GAAP to be set forth on a consolidated balance sheet or in the notes thereto. None of the Company Subsidiaries is, or disclosed or reflected in, the Company's audited balance sheet (including has at any related notes and schedules thereto) for the fiscal year ended December 31time since September 30, 1997 included in been, subject to the Company's annual report on Form 20-F for such fiscal year, (iireporting requirements of Section 13(a) incurred in or 15(d) of the ordinary course of business since December 31, 1997, (iii) incurred in accordance with this Agreement or the transactions contemplated hereby or (iv) which would not be reasonably likely to have a Company Material Adverse EffectExchange Act.

SEC Documents and Financial Statements. During the one (a1) Since January 1, 1996year prior to the date hereof and each Closing Date with respect to which this representation is being made, the Company has timely filed all reports, schedules, forms, reportsproxy statements, statements and other documents required to be filed by it with the Commission SEC (other than Section 16 ownership filings) pursuant to the Securities Act reporting requirements of 1933, as amended (the "Securities Act") and the Exchange 1934 Act (such formsreports filed in compliance with the time period specified in Rule 12b-25 promulgated under the 1934 Act shall be considered timely for this purpose) (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements, reports, statements notes and other schedules thereto and documents are incorporated by reference therein being hereinafter referred to as the "Company “SEC Documents"”). None The Company has delivered or has made available to the Buyers or their respective representatives true, correct and complete copies of each of the Company SEC Documents not available on the EXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, (if amended or superseded by a filing prior to and none of the date of this AgreementSEC Documents, then as so amended), contains, and no Company SEC Documents at the time they were filed with the Commission on or subsequent to the date of this Agreement will containSEC, contained any untrue statement of a material fact or omits or will omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. All As of their respective dates, the financial statements of the Company included in the SEC Documents have complied and each Company SEC Document filed with the Commission on or subsequent to the date of this Agreement will comply in each case in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. (b) The financial statements of the Company (including, in each case, any related notes or schedules thereto) contained or incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement (i) have been prepared in accordance with the published rules and regulations of the Commission and SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principlesprinciples (“GAAP”), consistently applied applied, during the periods involved ("GAAP"except (i) except as may be otherwise indicated in such financial statements or the notes thereto and thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present fairly in all material respects the consolidated financial position of the Company and its consolidated Subsidiary as of the dates thereof and the consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). (c) Except as set forth in Section 2.7 . No other information provided by or on behalf of the Company Disclosure Schedule, as to any of the date hereof, neither the Company nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except liabilities (i) reserved on, or disclosed or reflected in, the Company's audited balance sheet (including any related notes and schedules thereto) for the fiscal year ended December 31, 1997 Buyers which is not included in the Company's annual report on Form 20-F for such fiscal yearSEC Documents (including, (ii) incurred without limitation, information referred to in the ordinary course disclosure schedules to this Agreement) contains any untrue statement of business since December 31a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, 1997in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (iii) incurred in accordance with this Agreement the “Financial Statements”), nor is the Company currently aware of facts or the transactions contemplated hereby or (iv) circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in material compliance with GAAP and the rules and regulations of the SEC. The Company has not be reasonably likely been informed by its independent auditors that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to have a Company Material Adverse Effectamend or restate any of the Financial Statements.